Agreement with Questica LTD
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C
AGREEMENT FOR
Budget and Planning Solution
City of Glendale Solicitation No. RFP 24-11
This Agreement for Budget and Planning Solution ("Agreement") is effective and entered into between CITY OF
GLENDALE, an Arizona municipal corporation ("City"), and Questica, Ltd., a Delaware limited company, authorized
to do business in the State of Arizona, ("Contractor"), as of the day of , 2024.
RECITALS
A.
City intends to undertake a project for the benefit of the public and with public funds that is more fully set forth
in Exhibit A, pursuant to Solicitation No. RFP 24-11 (the "Project"); and, in connection therewith, shall also
enter into a software license agreement for certain software services (the “SAAS Services”), in the form attached
as Exhibit C (the “License Agreement”);
B.
City desires to retain the services of Contractor to perform those specific duties and produce the specific work
as set forth in the Project attached hereto; and
C.
City and Contractor desire to memorialize their agreement with this document.
AGREEMENT
In consideration of the Recitals, which are confirmed as true and correct and incorporated by this reference, the mutual
promises and covenants contained in this Agreement, and other good and valuable consideration, City and Contractor
agree as follows:
1.
Key Personnel; Sub-contractors.
1.1
Services. Contractor will provide all services necessary to assure the Project is completed timely and
efficiently consistent with Project requirements, including, but not limited to, working in close
interaction and interfacing with City and its designated employees, and working closely with others,
including other contractors or consultants, retained by City.
1.2
Project Team.
a.
Project Manager.
(1)
Contractor will designate an employee as Project Manager with sufficient training,
knowledge, and experience to complete the Project and handle all aspects of the Project
(as determined by the City in its sole discretion); such that the work produced by
Contractor is consistent with applicable standards as detailed in this Agreement;
(2)
The City must approve the designated Project Manager; and
(3)
To assure the Project schedule is met, Project Manager may be required to devote no
less than a specific amount of time as set out in Exhibit A.
b.
Project Team.
(1)
The Project Manager and all other employees assigned to the project by Contractor will
comprise the "Project Team."
(2)
Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Contractor.
c.
Discharge, Reassign, Replacement.
(1)
Contractor acknowledges the Project Team is comprised of the same persons and roles
for each as may have been identified in the response to the Project's solicitation.
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(2)
Contractor will not discharge, reassign or replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City
without City's prior written consent unless that person leaves the employment of
Contractor, in which event the substitute must first be approved in writing by City.
(3)
Contractor will change any of the members of the Project Team at the City's request
if an employee's performance does not equal or exceed the level of competence that
the City may reasonably expect of a person performing those duties or if the acts or
omissions of that person are detrimental to the development of the Project.
d.
Sub-contractors.
(1)
Contractor may engage specific technical contractor (each a "Sub-contractor") to
furnish certain service functions.
(2)
Contractor will remain fully responsible for Sub-contractor's services.
(3)
Sub-contractors must be approved by the City, unless the Sub-contractor was
previously mentioned in the response to the solicitation.
(4)
Contractor shall certify by letter that contracts with Sub-contractors have been
executed incorporating requirements and standards as set forth in this Agreement.
2.
Schedule. The services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.
3.
Contractor’s Work.
3.1
Standard. Contractor must perform services in accordance with the standards of due diligence, care,
and quality prevailing among contractors having substantial experience with the successful furnishing
of services for projects that are equivalent in size, scope, quality, and other criteria under the Project
and identified in this Agreement.
3.2
Licensing. Contractor warrants that:
a.
Contractor and Sub-contractors will hold all appropriate and required licenses, registrations
and other approvals necessary for the lawful furnishing of services ("Approvals"); and
b.
Neither Contractor nor any Sub-contractor has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").
(1)
City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments or to examine Contractor's contracting ability.
(2)
Contractor must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration and the failure of the Contractor to notify City as
required will constitute a material default under the Agreement.
3.3
Compliance. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards and
criteria designated by City.
Contractor must not discriminate against any employee or applicant for employment on the basis of
race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic characteristics, familial status, U.S. military veteran status or any disability.
Contractor will require any Sub-contractor to be bound to the same requirements as stated within this
section. Contractor, and on behalf of any subcontractors, warrants compliance with this section.
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3.4
Coordination; Interaction.
a.
For projects that the City believes requires the coordination of various professional services,
Contractor will work in close consultation with City to proactively interact with any other
professionals retained by City on the Project ("Coordinating Project Professionals").
b.
Subject to any limitations expressly stated in the Project Budget, Contractor will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.
c.
For projects not involving Coordinating Project Professionals, Contractor will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
3.5
Work Product.
a.
Ownership. Upon receipt of payment for services furnished, Contractor grants to City, and
will cause its Sub-contractors to grant to the City, a license to use all Work Product 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 City to make
reasonable use of the SaaS Services. For the purposes of this section, Work Product includes
evaluations, reports, drawings, specifications, project manuals, surveys, estimates, reviews,
minutes ("Work Product"). Work Product excludes City confidential information and City data
which is exclusively owned by City.
(1)
This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2)
Contractor warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
b.
Delivery. Contractor will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
c.
City Use.
(1)
City may reuse the Work Product at its sole discretion to enable City to utilize the SaaS
Services.
4.
Compensation for the Project.
4.1
Compensation. Contractor's compensation for the Project, including those furnished by its Sub-
contractors will not exceed $1,200,000, as specifically detailed in Exhibit B (the "Compensation").
4.2
Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated scope of services as outlined in the Project is significantly modified.
a.
Adjustments to the Compensation require a written amendment to this Agreement and may
require City Council approval.
b.
Additional services which are outside the scope of the Project contained in this Agreement
may not be performed by the Contractor without prior written authorization from the City.
c.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.
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5.
Billings and Payment.
5.1
Applications.
a.
Contractor will submit invoices (each, a "Payment Application") to City's Project Manager
and City will remit payments based upon the Payment Milestones as reflected on Exhibit B.
b.
The period covered by each Payment Application will be one calendar month ending on the
last day of the month or as specified in the solicitation.
5.2
Payment.
a.
After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b.
Payment may be subject to or conditioned upon City's receipt of:
(1)
Completed work generated by Contractor and its Sub-contractors; and
(2)
Unconditional waivers and releases on final payment from Sub-contractors as City
may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.
5.3
Review and Withholding. City's Project Manager will timely review and certify Payment Applications.
a.
If the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved for payment.
b.
City may withhold an amount equal to the items rejected for payment until Contractor
corrects that certain deficiency in the Payment Application.
6.
Termination.
6.1
For Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the Effective Termination date, which may not be less than 30
days following the date of delivery.
a.
Contractor will be equitably compensated for Goods or Services furnished prior to receipt
of the termination notice and for reasonable costs incurred.
b.
Contractor will also be similarly compensated for any approved effort expended and
approved costs incurred that are directly associated with project closeout and delivery of the
required items to the City.
6.2
For Cause. City may terminate this Agreement for cause:
a.
if Contractor fails to cure any material breach of this Agreement and such breach: (A) is
incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the
Contractor is provided with written notice of such breach; or
b.
if Contractor (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as
they become due; (B) files or has filed against it, a petition for voluntary or involuntary
bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding
under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a
general assignment for the benefit of its creditors; or (D) applies for or has appointed a
receiver, trustee, custodian, or similar agent appointed by order of any court of competent
jurisdiction to take charge of or sell any material portion of its property or business.
6.3 LIMITATION OF LIABILITY. EXCEPT FOR INTELLECTUAL PROPERTY INDEMNITY
OBLIGATIONS PROVIDED HEREIN, NEITHER PARTY’S CUMULATIVE LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER
THEORY OF LIABILITY) SHALL EXCEED TWO TIMES THE AMOUNT PAID BY CITY HEREUNDER IN
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THE 12 MONTHS PRECEDING THE INCIDENT. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED,
WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
7.
Conflict. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.
8.
Insurance.
8.1
Requirements. Contractor must obtain and maintain the insurance as stated on Contractor’s certificate of
insurance. Contractor will obtain the limits specified below ("Required Insurance"):
a.
Contractor and Sub-contractors. Contractor, and each Sub-contractor performing work or
providing materials related to this Agreement must procure and maintain the insurance
coverages described below (collectively referred to herein as the "Contractor's Policies"),
until each Party's obligations under this Agreement are completed.
a) Minimum Scope and Limits of Insurance: OFFEROR shall provide coverage with limits of liability not less
than those stated below.
i)
Commercial General Liability – Occurrence Form
Policy shall include bodily injury, property damage, personal and advertising injury and broad form
contractual liability coverage.
General Aggregate
$2,000,000
Products – Completed Operations Aggregate
$1,000,000
Personal and Advertising Injury
$1,000,000
Each Occurrence
$1,000,000
(1) The policy shall be endorsed to include the following additional insured language: “The City of
Glendale, and its departments, officers, officials, agents, employees, and volunteers shall be named as
additional insureds with respect to liability arising out of the solicitation. Such additional insured shall
be covered to the full limits of liability purchased by the OFFEROR, even if those limits of liability
are in excess of those required herein.
(2) Policy shall contain a waiver of subrogation endorsement in favor of the “City of Glendale, and its
departments, officers, officials, agents, employees and volunteers”. This provision applies regardless
of whether or not the City of Glendale has received a waiver of subrogation endorsement from the
insurer.
ii) Worker's Compensation and Employers' Liability
Workers' Compensation Statutory
Employers' Liability
Each Accident $1,000,000
Disease – Each Employee
$1,000,000
Disease – Policy Limit $1,000,000
(1) Policy shall contain a waiver of subrogation endorsement in favor of the “City of Glendale, and its
departments, officers, officials, agents, employees and volunteers” for losses arising from OFFEROR
activities. This provision applies regardless of whether or not the City of Glendale has received a waiver
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of subrogation endorsement from the insurer.
iii) Fidelity Insurance (Crime Bond)
(1) The policy shall be issued with minimum limits of $1,000,000.
(2) The policy shall include coverage for all directors, officers, agents, and employees of the Offeror.
(3) The policy shall include coverage for third party fidelity.
(4) The policy shall include coverage for theft.
(5) The policy shall contain no requirement for arrest and conviction.
(6) The policy shall cover loss outside the premises of the Named Insured.
(7) The Department shall be endorsed (Blanket Endorsements are not acceptable) as a Loss Payee as our
interest may appear.
iv) Professional Liability (Errors & Omissions) – no less than $2,000,000 per occurrence or claim,
$4,000,000 aggregate. Should include coverage for Plan administration and fiduciary administrative duties.
Full description of the E&O Coverage provided.
Errors & Omissions are written as Claims Made Policies. If any of the policies provide coverage on a
claims-made basis the following shall apply:
(1) The Retroactive Date must be shown and must be before the date of the contract or the beginning of
contract work.
(2) Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years
after completion of the contract of work.
(3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a
Retroactive Date prior to the contract effective date, the Consultant must purchase “extended
reporting” coverage for a minimum of five (5) years after completion of contract work.
v) Cyber Liability – with limits not less than $5,000,000 per occurrence or claim, $10,000,000 aggregate.
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor
in this agreement and shall include but not be limited to, claims involving infringement of intellectual
property, including but not limited to infringement copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information, release of private
information, alteration of electronic information, extortion and network security. The policy shall provide
coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring
expenses with limits sufficient to respond to these obligations. If the policy is written on a claims-made
basis a Retroactive Date must be shown as indicated item v) above.
vi) Additional Insurance Requirements: The policies shall include, or be endorsed to include the following
provisions:
(1) Policies shall stipulate that the insurance afforded by the organization shall be primary insurance and
that any insurance carried by the City of Glendale shall be excess and not contributory insurance.
(2) Coverage provided by the organization shall not be limited to the liability assumed under the
indemnification provisions of the license or contract.
(3) If the Vendor maintains broader coverage and/or higher limits than the minimum shown, the City
requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Vendor.
Any available insurance proceeds in excess of the specified minimum of insurance and coverage shall
be available to the City.
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(4) Vendor shall require and verify that all subcontractors (subconsultants) maintain insurance meeting all
the requirements stated herein, and Vendor shall ensure that City is an additional insured on insurance
required from subcontractors (subconsultants).
(5) If the Vendor is awarded the solicitation, the Vendor shall furnish the City with original Certificates of
Insurance including all required amendatory endorsements before the work begins. However, failure
to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation
to provide them. The City reserves the right to require complete, certified copies of all required
insurance policies including endorsements required by these specifications, at any time
(6) Policies. Except with respect to workers' compensation and employer's liability coverages, City must
be named and properly endorsed as additional insureds on all liability policies required by this section.
(1)
The coverage extended to additional insureds must be primary and must not
contribute with any insurance or self-insurance policies or programs maintained by
the additional insureds.
(2)
All insurance policies obtained pursuant to this section must be with companies
legally authorized to do business in the State of Arizona and reasonably acceptable
to all parties.
8.2
Sub-contractors.
a.
Contractor must also cause its Sub-contractors to obtain and maintain the Required
Insurance.
b.
City may consider waiving these insurance requirements for a specific Sub-contractor if City
is satisfied the amounts required are not commercially available to the Sub-contractor and
the insurance the Sub-contractor does have is appropriate for the Sub-contractor's work
under this Agreement.
c.
Contractor and Sub-contractors must provide to the City proof of the Required Insurance
whenever requested.
8.3
Indemnification.
a.
To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties"), for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, infringement, governmental action and
all other losses and expenses, including attorneys' fees and litigation expenses (each, a
"Demand or Expense"; collectively, "Demands or Expenses") asserted by a third-party (i.e.
a person or entity other than City or Contractor) and that arises out of or results from the
breach of this Agreement by the Contractor or the Contractor’s negligent actions, errors or
omissions (including any Sub-contractor or other person or firm employed by Contractor),
whether sustained before or after completion of the Project.
b.
This indemnity and hold harmless provision apply even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Contractor shall be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Contractor or of any person or entity
for whom Contractor is responsible.
c.
Contractor is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
9.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor warrants
their compliance and that of its subcontractors with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Contractor or
subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. Upon thirty (30) days’
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notice, the City may notify Contractor that it plans to audit Contractor’s records with respect to participation in eVerify
and the fees charged to the City.
10.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
11.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during
the term of this Agreement, will not use:
a.
the forced labor of ethnic Uyghurs in the People’s Republic of China;
b.
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c.
any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
12.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.
13.
Notices.
13.1
A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:
a.
The Notice is in writing; and
b.
Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested); and
c.
Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:
(1)
Received on a business day, or before 5:00 p.m., at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service on or before 5:00 p.m.; or
(2)
As of the next business day after receipt, if received after 5:00 p.m.
d.
The burden of proof of the place and time of delivery is upon the Party giving the Notice;
and
e.
Digitalized signatures and copies of signatures will have the same effect as original signatures.
13.2
Representatives.
a.
Contractor. Contractor's representative (the "Contractor's Representative") authorized to
act on Contractor's behalf with respect to the Project, and his or her address for Notice
delivery is:
Questica, Ltd.
c/o Nick Thermenos
363 W. Erie St. Floor 7
Chicago, IL 60654
Nick.thermenos@eunasolutions.com
b.
legal@eunasolutions.com
City. City's representative ("City's
Representative") authorized to act on City's behalf, and his or her address for Notice delivery
is:
City of Glendale
c/o Connie Schneider
5970 West Brown St, Suite 210
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Glendale, Arizona 85301
(623) 930-2868
With required copy to:
City Manager
City Attorney
City of Glendale
City of Glendale
5850 West Glendale Avenue
5850 West Glendale Avenue
Glendale, Arizona 85301
Glendale, Arizona 85301
c.
Concurrent Notices.
(1)
All notices to City's representative must be given concurrently to City Manager and
City Attorney.
(2)
A notice will not be deemed to have been received by City's representative until the
time that it has also been received by City Manager and City Attorney.
(3)
City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Contractor identifying the designee(s) and their
respective addresses for notices.
d.
Changes. Contractor or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.
14.
Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-profit
corporation or other entity whose primary purpose is to own or manage the Project.
15.
Entire Agreement; Survival; Counterparts; Signatures.
15.1
Integration. This Agreement contains, except as stated below, the entire agreement between City and
Contractor and supersedes all prior conversations and negotiations between the parties regarding the
Project or this Agreement.
a.
Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b.
Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
c.
The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be resolved
by the terms and conditions stated in this Agreement.
15.2
Interpretation.
a.
The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.
b.
The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
c.
The Agreement will be interpreted in accordance with the laws of the State of Arizona.
15.3
Survival. Except as specifically provided otherwise in this Agreement, each warranty, representation,
indemnification and hold harmless provision, insurance requirement, and every other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.
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15.4
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Any amendment may be subject to City Council approval. Electronic signature blocks
do not constitute execution.
15.5
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of any
one or more right or remedy will not affect any other rights or remedies under this Agreement or
applicable law.
15.6
Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
deemed reformed to conform to applicable law.
15.7
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
16.
Term.
16.1
Extensions. The term of this Agreement commences upon the effective date and continues for a one
(1)-year initial period. The City may, at its option and with the approval of the Contractor, extend
the term of this Agreement an additional four (4) years, on an annual basis. Contractor will be notified
in writing by the City of its intent to extend the Agreement period at least thirty (30) calendar days
prior to the expiration of the original or any extension period. Price adjustments will only be reviewed
prior to the extension period and any such price adjustment will be a determining factor for any
renewal. There are no automatic extensions or renewals of this Agreement.
16.2
Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including
the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendor to provide the services/materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term. Notwithstanding the forgoing, the City
understands and agrees that a monthly rate will be at higher pricing as determined by the parties at
such time, if any.
17.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
18.
Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the ordinances,
charter, rules and regulations of the respective entity and the approval of the Contractor and City. For a list
of SAVE members, click on the following link: http://www.mesaaz.gov/business/purchasing/save
19.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A
Project
Exhibit B
Compensation
Exhibit C
Questica Software Subscription Agreement
(Signatures appear on the following page.)
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The parties enter into this Agreement as of the Effective Date shown above.
City of Glendale,
an Arizona municipal corporation
ATTEST:
By: Kevin R. Phelps
Its: City Manager
Julie K. Bower
City Clerk
(SEAL)
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
Questica, Ltd., a Delaware limited company,
By: Rob Crocker
Its: Chief Financial Officer
EXHIBIT A
PROJECT
Contractor shall provide a Budget and Planning Solution as defined in RFP 24-11:
4. SCOPE OF WORK
Solution shall be able to meet the following:
4.1 Budget Creation and Management:
a. Able to integrate with existing financial systems for budgeting, planning, forecasting and
salary, retirements, and benefit projections. Real-time integration (preferred).
b. Solution should be ERP agnostic
c. Provide support for different budgeting methodologies, such as zero-based budgeting or
incremental budgeting.
d. Have tools for setting budget targets, allocating funds, and tracking expenses.
e. Able to import and export budget data from and to other financial systems.
f. Able to plan, modify and manage capital budgets.
g. Compatible with MS Office tools
h. Able to identify trends and perform analysis within the system.
i. Include tools that will allow city to trend, identify trends, and perform analysis within the
system to maintain integrity of the data and lead to less errors.
j. Operates only cloud-based applications will be considered.
k. Reliable and responsive support, with demonstrated company stability and continued
innovation.
l. Provide latest security controls, including “firewall” controls: full access, read-only, and
limited editing for all modules.
m. Able to host an interactive ‘open budget dashboard’ website for external community
engagement (preferred)
4.2 Reporting and Analysis:
a. Budget reports shall include integrated revenue and expenditure balances with a minimum
5-year comparison reporting.
b. Shall provide comprehensive reporting capabilities, including standard financial
statements (e.g., income statement, balance sheet, cash flow statement).
c. Provide customizable dashboards and visualizations with the ability to drill-down into level
of detail monitor budget performance and variances.
d. Capable of Ad hoc reporting functionality to create customized reports as needed.
e. Integration with data visualization tools or the ability to generate visually appealing charts
and graphs.
4.3 Collaboration and Workflow:
a. Able to create and manage multiple budgets for different departments, or projects.
b. Provide collaboration features to facilitate input and feedback from multiple stakeholders
involved in the budgeting process.
c. Role-based access control to ensure data security and privacy.
d. Workflow automation to streamline approval processes and push notification alerts for
budget-related tasks and deadlines.
e. Commenting and discussion capabilities to enhance collaboration and communication
within the software.
4.4 Forecasting and What-If Analysis:
a. Able to generate 5-year forecast.
b. Able to generate a GFOA compliant annual budget book.
c. Able to generate a 10-year Capital Improvement Program.
d. Able to generate an Operating Budget.
e. Provide tools for forecasting future financial scenarios and predicting budget outcomes.
f. Integrate with historical data and external market indicators to support accurate
forecasting.
g. Provide what-if analysis capabilities to assess the impact of changes or potential scenarios
on budgets.
h. Able to forecast various scenarios or models for possible future implementation.
i. Able to forecast future revenue.
j. Able to facilitate long range strategic planning across all business functions and disciplines
with accurate, readily available data presented in intuitive and familiar formats.
k. Able to target strategic initiatives where software would provide additional investment,
planning, or operational advantages to the city.
l. Ability to allocate internal service charges across all departments/divisions.
4.5 Integration and Compatibility:
a. Shall provide tools for forecasting future financial scenarios and predicting budget
outcomes.
b. Able to import and export data in various formats (e.g., Excel, CSV) for easy data
exchange.
c. Shall provide APIs or integration options to connect with other financial or operational
systems.
4.6 Security and Data Integrity:
a. Robust security measures to protect sensitive financial data and ensure compliance with
data privacy regulations.
b. Regular data backups and disaster recovery procedures to prevent data loss.
c. Audit trails and version control to track changes made to budgets and maintain data
integrity.
4.7 Scalability and Performance:
a. Scalability to handle growing data volumes and accommodate the needs of expanding
organization.
b. Fast and responsive performance, even with large datasets and complex calculations.
c. Compatibility with different operating systems, web browsers, and mobile devices for easy
accessibility.
d. Able to produce Government Accounting Standards Board (GASB) pro forma financial
statements.
4.8 Training and Support:
a. Availability of training materials, user guides, and documentation to assist users in
understanding and utilizing the software effectively. Provide knowledgebase and online
training material
b. User-friendly interface and intuitive navigation to facilitate ease of use.
c. Responsive customer support services and technical assistance to address any issues or
questions that may arise.
d. Provide support services online and live customer support
** Questica’s Response to technical questions may be found in Procurement RFP 24-11 “Agreement” folder
under file “EXHIBIT A - Glendale RFP 24-11 Technical Questions
EXHIBIT B
COMPENSATION
METHOD AND AMOUNT OF COMPENSATION
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the Project during
the entire term of the Project shall not exceed $1,200,000.
DETAILED PROJECT COMPENSATION
Software (SaaS) Payments:
*YEAR 1 $39,328.25 - due upon Contract Effective Date (Net 30)
$157,313.00 - due July 1, 2024
$ 15,731.30 (10% for tax)
$173,044.30
TOTAL $212,372.55 (Total March 29, 2024, to June 30, 2025 – 15 months)
Optional Annual Renewal pricing
YEAR 2 $157,313.00 (Software Subscription (SaaS) includes Software, Hosting, Maintenance and Support).
YEAR 3 $157,313.00 (Software Subscription (SaaS) includes Software, Hosting, Maintenance and Support).
YEAR 4 $157,313.00 (Software Subscription (SaaS) includes Software, Hosting, Maintenance and Support).
YEAR 5 $157,313.00 (Software Subscription (SaaS) includes Software, Hosting, Maintenance and Support).
$629,252.00
$62,925.20 (10% for tax)
TOTAL
$692,177.20
•
Tax 10% on the above $78,656.50 at tax for a total of $865,221.50
Implementation Cost - $234,703 (2024 – 2025)
TOTAL - $1,139,252.75
____________________________________________________________________________________________
Implementation Milestone Payments:
•
$58,675.75 - 25% due on software installation
•
$58,675.75 - 25% due July 1, 2024, corresponding to the historical Operating budget available for validation
•
$58,675.75 - 25% due the earlier of Operating actuals import integration configuration created & tested or 120
days from Contract Effective Date
•
$46,940.60 - 20% due the earlier of start of training or 180 days from Contract Effective Date
•
$11,735.15 - 5% due on acceptance of Software implementation
Exhibit C
QUESTICA SOFTWARE SUBSCRIPTION AGREEMENT
This SOFTWARE SUBSCRIPTION AGREEMENT (the “Agreement”) is made (____) (the “Effective
Date”) by and between QUESTICA LTD., a corporation incorporated under the laws of the State of
Delaware (“Questica”) and (________), including, without limitation, all its subdivisions, departments,
and constituent entities within its legal scope and jurisdiction (collectively, the “Subscriber”).
1.
DEFINITIONS
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the
subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than
50% of the voting interests of the subject entity.
“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts,
agents or programs.
“Order Form” means the documents for placing orders hereunder, including addenda thereto, that are entered into
between You and Us from time to time, including addenda and supplements thereto.
“Services” means the products and services that are ordered by You or Your Affiliates under an Order Form and made
available by Us online.
“User Guide” means the on-line users guide for the Services, made available on-line.
“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have
been ordered, and who have been supplied user identifications and passwords by You, (or by Us at your request). Users
may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which
You transact business.
“We,” “Us”, “Our”, “Questica Inc.”, “Questica LTD.” or “Questica” means the company or entity providing the
Services in the Agreement
“You”, “Your”, “Subscriber” means the company or other legal entity for which you are accepting the Agreement and
Affiliates of that company or entity.
“Your Data” means all electronic data or information submitted by You to the Services, including but not limited to any
data, content (including user content), information and files.
2.
PROVISION OF SERVICES
2.1
Intentionally Omitted.
2.2
Provision of Services. We shall make the Services available to You pursuant to this Agreement and the relevant Order
Forms during a subscription term. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the
terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by
reference. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality
or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
2.3
User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User
subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions
may be added during the applicable subscription term at the same price as that for the pre-existing subscriptions
thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are
added and (iii) the added User subscriptions shall terminate on the same day as the pre-existing subscriptions. User
subscriptions are for designated Users only and cannot be shared or used by more than one user but may be reassigned
to new Users replacing former Users who no longer require ongoing use of the Services.
2.4
Hosting, Product Maintenance and Support. For the first year of this Agreement, upon paying the Subscription Fee
and for each year thereafter, provided that Subscriber continues to pay the Subscription Fees in accordance with the
fees set out in Appendix A, Questica shall provide Hosting, Maintenance and Technical Support Services for the software
as outlined in Appendix B, if the Subscriber is not otherwise in breach of the provisions of this Agreement.
2.5
Implementation Services. Questica shall provide the professional service as defined in the Scope of Work (“SOW”),
Appendix C, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties,
or as the result of a delay on the part of Questica, the obligation to provide professional services to the Subscriber
expires the earlier of:
1) completion of the services described in the SOW
2) 12 months from the effective date of the relevant. Amendment.
2.6
Acceptance of Custom Work. Within fifteen (15) business days from the delivery of each individual Custom Work, the
Customer/Subscriber shall, in its sole discretion, review the Product Customization and notify Questica whether it finds
the Customizations satisfactory or unsatisfactory. If it’s determined that the Customizations are unsatisfactory, then it
shall state in writing the reasons for its determination, including identifying any nonconformance with the Subscriber’s
specifications or expectations. Questica will promptly correct the deficiencies and reinstall the Customizations, and the
approval procedure shall be reapplied until Subscriber finally declares the Customizations satisfactory. In the absence
of a written response within 15 Business Days after the delivery of the Customizations or once the Subscriber has
declared the Customizations satisfactory, the Customizations shall be considered ‘Accepted’.
3.
USE OF THE SERVICES
3.1
Our Responsibilities. We shall: (i) provide Our basic support for the Services to You at no additional charge, and/or
upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Services available 24
hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours’ notice via the
Services and which We shall schedule to the extent practicable during the weekend hours from 9:00 pm Friday to 6:00
am Monday Eastern Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including
without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other
labor problems (other than those involving Our employees), Internet services provider failure or delays, or denial of
service attacks, and (iii) provide the Services only in accordance with applicable laws and government regulations.
3.2
Our Protection of Your Data. We shall maintain reasonable administrative, physical and technical safeguards for
protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your
Data except as compelled by law in accordance with Section 6.3 (Compelled Disclosure) or as expressly permitted in
writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical
problems, or at Your request in connection with customer support matters.
3.3
Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for
the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially
reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such
unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and
government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent
or lease the Services, (c) use the Services to store or transmit material in violation of third-party privacy rights, (d) use
the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service
or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems
or networks.
4.
FEES AND PAYMENTS FOR SERVICES
4.1
Fees. You shall pay all fees specified. Except as otherwise specified herein or in an Order Form, (i) fees are based on
services purchased and actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable,
and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated.
User subscription fees are based on monthly periods that begin on the subscription start date and each monthly
anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for
the full monthly period and the monthly periods remaining in the subscription term.
4.2
Invoicing and Payment. You will provide Us with a valid purchase order or alternative document reasonably acceptable
to Us. We will invoice You at least 30 days in advance and otherwise in accordance with the Agreement or as stated in
an Amendment to the Agreement. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days
from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and
notifying Us of any changes to such information.
4.3
Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges
may accrue late interest at a rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law,
whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future
subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2 (Invoicing and
Payment)
4.4
Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our
services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid
fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend
Our services to You until such amounts are paid in full. We will give You at least 7 days prior notice that Your account
is overdue, in accordance with Section 11.1 (Manner of Giving Notice), before suspending services to You.
4.5
Payments and Disputes. We shall not exercise Our rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of
Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating
diligently to resolve the dispute.
4.6
Taxes. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments
of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state,
provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with
Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under
this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax
exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes
assessable against Us based on Our income, property and employees.
4.7
Travel Costs. Unless noted otherwise, this quotation does not include any travel, lodging, or on-site expenses. If such
travel is required and subsequently authorized, Questica’s standard travel and per diem rates shall apply. Air Travel,
Rental Car (with associated fuel and parking costs), and Lodging costs shall be reimbursed at cost. Questica is not
responsible for unpredictable (including Commercial Airline Travel) delays which may increase travel cost.
5.
PROPRIETARY RIGHTS
5.1
Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder or in the Agreement for
Budget Planning Solution, we reserve all rights, title and interest in and to the Services, including all related intellectual
property rights. No rights are granted to You hereunder other than as expressly set forth herein.
5.2
Restrictions. You shall not (i) permit any third-party to access the Services except as permitted herein or in an Order
Form (ii) create derivative works based on the Services except as contained herein, (iii) copy, frame or mirror any part
or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal
business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive
product or service, or (b) copy any features, functions or graphics of the Services.
5.3
Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program
code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program
code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We
acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program
code, including any intellectual property rights therein.
5.4
Your Data. Subject to the limited rights granted to You hereunder, we acquire no right, title or interest from You or Your
licensors under this Agreement in or to Your Data, including any intellectual property rights therein.
5.5
Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the
Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including
Users, relating to the operation of the Services. We may additionally develop, modify, improve, support, and operate
Our Services based on Your use, as applicable, of any Services.
6.
CONFIDENTIALITY
6.1
Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information
disclosed by a party (“Disclosing Party”), whether orally or in writing, that is designated as confidential or that
reasonably should be understood to be confidential given the nature of the information and the circumstances of
disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the
Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all
Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs,
and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not
include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the
Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of
any obligation owed to the Disclosing Party (iii) is received from a third party without breach of any obligation owed to
the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.2
Protection of Confidential Information. The Receiving party shall use the same degree of care that uses to protect
the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use
any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except
as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing
Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent
with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no
less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third
party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
6.3
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is
compelled by law to do so, including but not limited to the receipt by the Receiving Party of a public records request in
compliance with Arizona law governing public entities, provided the Receiving Party gives the Disclosing Party prior
notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s
cost, if the Disclosing Party wishes to contest such disclosure. If the Receiving Party is compelled by law to disclose the
Disclosing Party’s Confidential Information as part of a civil proceeding or otherwise to which the Disclosing Party is a
party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party
for its reasonable costs of compiling and providing secure access to such Confidential Information.
7.
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
7.1
Our Warranties. We represent and warrant that (i) We have validly entered into this Agreement and have the legal
authority to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) the functionality of
the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to
You, provided you are not in breach of this subsection (iv) if You or a User uploads a file containing Malicious Code into
the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive
remedy shall be as provided in Section 10.3 (Termination for Cause) and Section 10.5 (Refund or Payment upon
Termination) below.
7.2
Your Warranties. You represent and warrant that (i) You have validly entered into this Agreement and have the legal
authority to do so; (ii) You will use the Services in accordance with applicable laws; and (ii) You have all necessary rights
to use and upload any Data for use with the Services.
7.3
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS,
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY
SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY
REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.
INTELLECTUAL PROPERTY INDEMNIFICATION
8.1
Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against
You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates any
Canadian or United States’ registered patents, copyrights or trade-mark rights of a third party (a “Claim Against You”),
and shall indemnify You for any damages, legal fees and costs finally awarded against You as a result of, and for
amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give
Us written notice of the Claim Against You; (b) Give Us sole control of the defense and settlement of the Claim Against
You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all
liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim against You, or if we
reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to you (i)
modify the Services so that they no longer infringe or misappropriate , without breaching Our warranties under “Our
Warranties” above, (II) obtain a license for Your continued use of the Services in accordance with this Agreement, or
(iii) terminate Your User subscriptions for such services upon 30 days’ written notice and refund to You any prepaid fees
covering the remainder of the term of such User subscriptions after the effective date of termination.
8.2
Exclusive Remedy. This Section 8 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the
indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.
9.
INTENTIONALLY OMITTED
10.
INTENTIONALLY OMITTED
10.1
Intentionally Omitted
10.2
Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees
covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for
cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms agreed to by the
Parties. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior
to the effective date of termination.
10.3
Return of Your Data. Upon request made by You within 30 days after termination of a Services subscription, We will
make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments
in their native format. After such 30-day period, we shall have no obligation to maintain or provide any of Your Data and
shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under
Our control.
10.4
Surviving Provisions. Section 4 (Fees and Payment for Services), 5 (Proprietary Rights), 6 (Confidentiality), 7.3
(Disclaimer), 10.5 (Refund or Payment upon Termination), 10.6 (Return of Your Data), 10.7 (Surviving Provisions), 11
(Notices, Governing Law, Jurisdiction) and 12 (General Provisions) shall survive any termination or expiration of the
Agreement.
11.
NOTICES, GOVERNING LAW AND JURISDICTION
11.1
Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals
hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business
day after mailing, (iii)the second business day after sending by confirmed facsimile, (iv) the first business day after
sending by email (provided that email shall not be sufficient for notices of termination or an indemnifiable claim) Billing-
related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall
be addressed to the relevant Services system administrator designated by You.
11.2
Dispute Resolution/Arbitration. In the event of any dispute arising out of or relating to and/or in connection with this
Agreement, the parties’ project managers shall use every reasonable effort to resolve such dispute in good faith within
10 Business Days. If the project managers have failed to resolve the dispute within such time frame, then the dispute
shall be escalated to the next escalation level. At each escalation level, the designated executives shall negotiate in
good faith in an effort to resolve the dispute. For the purposes of this Agreement, a “Business Day” means a day other
than
a
Saturday,
Sunday,
or
statutory
holiday
in
Ontario.
Escalation Level
Questica
Management
Level
Subscriber
Management Level
Period of
Resolution Efforts
First Level
Project Manager
Project Manager
10 Business Days
Second Level
Customer Success
Director
Finance Department
Manager
10 Business Days
Third Level
VP, Professional
Services
Director of Finance or
Treasurer
10 Business Days
If the above escalation periods have elapsed and there continues to be a dispute as to any matter herein, the matter in
dispute shall be resolved in the manner described in the parties’ Agreement for Budget and Planning Solution.
11.3
Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any
way arising out of or related to this Agreement.
12.
GENERAL PROVISIONS
12.1
Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing
of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment
provided in the ordinary course of business do not violate the above restriction.
12.2
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.3
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.4
Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to
export laws and regulations of the United States, Canada and other jurisdictions. Each party represents that it is not
named on any US or Canadian government denied-party list. You shall not permit Users to access or use Services in a
US or Canada embargoed country or in violation of any US or Canadian export law or regulation.
12.5
Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that
right.
12.6
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the
provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision
to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.7
Legal Fees. You shall pay on demand all of Our reasonable legal fees and other costs incurred by Us to collect any
fees or charges due Us under this Agreement following Your breach of Section 4.2 (Invoicing and Payment).
12.8
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or
otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the
foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other
party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially
all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment
by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this
Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any
prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted
assigns.
12.9
Intentionally Omitted.
12.10
Authorized reseller status; Option to purchase affiliate products. Questica is a subsidiary of GTY Technology
Holdings Inc. (“GTY”) and an authorized reseller of products and services produced and provided by other subsidiaries
of GTY (such subsidiaries, “Questica Affiliates”). These products and services include 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”). Questica Affiliates include Bonfire Interactive Ltd., Bonfire Interactive US Ltd., eCivis Inc., CityBase, Inc.,
Open Counter Enterprise Inc. and Sherpa Government Solutions LLC. In addition to the products and services that are
the subject of this Agreement, Subscriber has the option to purchase from either Questica, as an authorized reseller, or
Questica Affiliates, Affiliate Products on terms and conditions, including pricing, to be agreed upon in writing by
Subscriber and Questica or Subscriber and the applicable Questica Affiliate.
12.11
Media Releases. Neither party shall use the name, trademark or logo of the other party without the prior written consent
of the other party. Notwithstanding the foregoing, We may use the Your name and identify You as a Questica client in
advertising, marketing materials, press releases and similar materials.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
CITY OF GLENDALE, AZ
Per:
________________________
Name: Kevin R. Phelps__________
Title: City Manager_____________
Date: ________________________
I have authority to bind the organization
QUESTICA LTD.
Per:
________________________
Name: ________________________
Title:
________________________
Date: ________________________
I have authority to bind the organization
ATTEST
Per: _________________________
Name: Julie K. Bower____________
Title: City Clerk (SEAL)
APPROVED AS TO FORM:
Per: ____________________________
Name: Michael D. Bailey_____________
Title: City Attorney
APPENDIX A– Hosting, Maintenance and Technical Support Services
(A)
Hosting Services. Questica shall provide technical support and the associated hardware infrastructure to maintain the
various Questica databases in a hosted environment. This includes performance tuning, database backups, disaster
recovery availability, applying software upgrades and patches at the direction of the Subscriber, performing 24X7 server
monitoring. Hosting Services do not include:
I.
Testing customizations during an upgrade
II.
Restoring a database backup required because of a Subscriber error
III. Migrating data or reports among instances (example: from training or testing to production)
Questica may at its sole discretion, periodically make reasonable modifications or changes to the Hosting Services
provided.
Subscriber is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in
the operation of the Software.
Technical support relating to the Hosting Services is available through Questica’s normal business hours, Monday
through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for
an additional fee. Questica will provide an initial response to all properly submitted support requests within two (2)
business hours of initial submission.
(B)
Product Maintenance. On an as-available basis, Questica will provide enhancements, modifications or upgrades to
the Software as Questica may from time to time make available to its Subscribers generally (“Updates”) but excluding
any New Product (a “New Product” being a solution which, in Questica’s determination and subject to general industry
standards, does not replace the Software licensed hereunder.) Updates do not include:
I.
Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing
system platforms; (iii) different operating system platforms
II.
New applications
III. Services associated with the application or installation of Updates
If requested, Questica will provide assistance in the testing of any site-specific customizations. Questica will provide a
quote for any required rework associated with customizations resulting from the upgrade.
(C)
Technical Support Services. Questica will provide phone and e-mail based technical support of a reasonable nature
as described herein. A technical support incident or problem is a single user defined problem seeking resolution. It must
be related to the original intent and design of the software. Technical Support Services include the support of Questica
supplied integrations that have not been modified by the Subscriber. Each Technical Support Service incident is deemed
closed when a remedy, workaround, or recommendation for the installation of a current maintenance release has been
offered, and a commercially reasonable effort has been made to restore operation to the original intent and design of
the Software. Technical Support Service does not include:
I.
Custom programming services;
II.
On-site support;
III. Subscriber developed interfaces, API interactions, or customizations;
IV. Subscriber developed reports;
V. End-User training or re-training;
VI. Subscriber hardware or network issues;
VII. Correction of data issues derived from user error or Software misuse;
VIII. Changes to Questica developed custom reports or Permitted Customizations (including Questica supplied
custom business rules or customized user screens) that are outside the scope of the accepted specification,
scope of work, or authorized change requests;
IX. Corrections to Questica developed custom reports or Permitted Customizations beyond six (6) months from
the date of delivery (the upgrade protection period); and
X. Changes to integration functionality made necessary due to Subscriber server modifications/replacement, or
changes by upgrades or changes to the integrated financial system software or hardware.
Questica may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services
and/or Product Maintenance Services provided.
Subscriber is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation
of the Software.
Technical Support Service is available through Questica’s normal business hours, Monday through Friday, 8:00am through
8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee.
APPENDIX B – Scope of Work (SOW)
1. General
1.1. Shared Responsibility
Questica and The Customer agree that the implementation of Questica Budget is a shared responsibility, and that
they will employ their best efforts to complete their agreed tasks on a timely basis. Neither Questica nor The Customer
is expected to have resources available to mitigate timeframe slippage caused by the other party, and neither shall
have an obligation to do so.
1.2. General Clarification
Initial Data Load
“Data import”, “import workbooks”, and “initial data load” are synonymous terms referring to the initial migration of
data from The Customer's existing systems into Questica.
Where this initial data load is to be performed by Questica, the data shall be returned to Questica in Excel workbooks.
Questica's Project Manager will provide blank workbooks for this purpose as an output of initial discovery meetings.
These are adapted from standard templates to use The Customer's terminology and to incorporate all elements of The
Customer's chart of accounts, other data entities, and columns within those data entities. Such data provided must
be “clean”, consistent, and complete. The Questica PM is not responsible for cleaning data and will not repeatedly
load data in order to repair issues and/or add missing information.
The Customer can use the software's user interface or Questica's Excel® export/import feature to further amend and
maintain data, or to load data where this is a customer task.
For example, where Questica's work to load prior year data may be limited to a specific number of years in order to
reduce implementation cost, there is no system limit to the number of prior years that the customer can load using
Excel® export/import.
Data Model
The Questica Budget system is a relational database built on a standard data model. Using the system's user
interface, this data model may be enhanced to mirror The Customer's data structures, notably the chart of accounts
that is unique to The Customer's institution. While all of the standard tables ('entities') must be retained, the following
points are held to be true:
• Any of the standard entities may be renamed to match The Customer's terminology;
• Out-of-the-box entities may be ignored, or in some cases filled with place-holder data, if not useful;
• There is a defined, immutable, relationship between certain entities - for example Costing Centers (Operating) and
Projects (Capital) roll up to a single Department, each in turn rolling up to a single Division;
• The GL Account/Account Category, Division/Department, Fund Category/Fund, and Asset Category/Asset Type
structures must be consistent across all years and across the modules (Operating, Personnel, Capital, Financial
Statements, and Performance);
• GL Account Categories must be categorized as containing either a revenue or expenditure accounts
(accommodation is made for other account types in the Financial Statements module);
• Questica Budget enacts data integrity through the use of relational data structures. Data structures which do not
follow accepted data principles (for example, re-using GL Accounts/Object Codes to mean different things to different
Departments) can typically be accommodated but is not guaranteed and such accommodation can extend the import
timeframe;
• A list of the standard entities and their relationship is available upon request.
Integrations
“Integration” as used in this Scope of Work refers to the automation of data exchange between Questica Budget and
3rd party systems. For each of the integrations in scope, Questica shall be responsible for:
• Configuring data transformations, as described by The Customer during the implementation.
• Providing the software interface into Questica Budget, and the operational infrastructure required to manage the
integration, as well as the operational infrastructure required to manage the integration (e.g. FTP server).
Questica does not offer services to build the 3rd party system end of integrations. The Customer is responsible for
creating data sources and destinations within their 3rd party systems, either through their IT team or through their
system’s integrator. Such data sources and destinations may be database queries, delimited files, and/or web
services.
The Customer is advised that in a “cloud” environment, Questica is unlikely to be granted the local network access to
The Customer's other enterprise systems for a direct database-to-database integration. The most likely mode of
integration will be exchange of formatted text (.CSV) files transmitted using secure FTP (SFTP or FTPS). Integration via
web services may be possible where the 3rd party system provides a web services interface that provides/accepts
data required by The Customer. It will be The Customer's responsibility to create or cause to be created the necessary
file transfer mechanism on their side of the transfer; and to ensure that the 3rd party system's integration
components are available, including web services where used.
For all integrations in scope, the following are held to be true except where specifically listed as a customization:
• Records being copied into Questica require a unique key to unambiguously match incoming data with pre-existing
records. This key may be a single field value (e.g. Object Code) or a combination of multiple values (e.g.
Position+Employee Number). An exception report is provided for data elements which cannot be thus matched. In the
case of the Capital integrations this is particularly noteworthy: each record must include a unique project identifier
(e.g. Project Number).
• While it is likely that Questica can accommodate any chart of account segments (“chart fields”), and Questica shall
accommodate reasonable requests for mapping chart fields to accommodate situations such as legacy account
structures, the encoding and decoding of arbitrary structures and mappings (those which cannot be logically
described) is not in-scope.
• Questica integrations do not include the synchronization of chart of account strings, segments, or combinations;
which is to say that the list of funds, GL accounts, costing Active, and projects, etc. is not automatically updated from
the general ledger or other external system.
• Each distinct data source and/or output file is considered one point of integration. For example, if Statistical
Actuals are required from multiple data sources, Questica will need to configure one integration for each data source
and a single Statistical Actuals integration will be insufficient.
• Filtering is coded into the integration and there is no custom user interface for the selective export of sections of
the budget except to choose a budget year, or in the case of Actuals imports the date range.
• Standard budget export integrations, where in scope, do not have the ability to export only changes since the last
export. The entire budget is exported each time. A budget amendment export integration is required in order to export
selected parts of the budget, such as changes since the last export.
• Amended budget export integrations, where in scope, will be either export individual amendments as created, or
export the batch of amendments since the last export, or import amendments from the general ledger system as
read-only budget lines. Which of these options is used is a detail determined during the implementation, but each
amendment integration will only work in one of these modes.
• Actuals Import integrations cannot be used to amend the budget.
Customizations
Customizations include custom business rules, modifiers, user interface (grids, forms, etc.), non-standard
integrations, hand-crafted reports, and ad hoc entities. They are all detailed in section “2.11. Customizations” of this
Scope of Work document. Sections prior to “2.11. Customizations” detail the delivery of standard product functionality
and services.
2. Scope of Work
In the Scope of Work tables, entries in the column headed “Scope of Work” are defined as follows:
Entry
Meaning
In scope
The task or function is within the scope of work to be undertaken by Questica professional
services. There may be additional refinement of the scope.
Customer task
The task or function is not within the scope of work to be undertaken by Questica professional
services, but will be undertaken by The Customer, with such help from Questica as is detailed in
the item description. There may be additional information qualifying this.
Not in scope
The task or function is not within the scope of work to be undertaken by Questica professional
services, nor will it be undertaken by The Customer.
2.1. Questica Budget Configuration & Shared
Components
Functional Area
Description
Scope of Work
Production System
Hosting of the single production instance of the
Questica Budget system.
Note that in addition to the hosted production system,
The Customer must provide user workstation
environments as follows:
• A web browser: supported browsers - Microsoft Edge,
Firefox latest release, Chrome latest release;
• Microsoft .NET Runtime 4.68 installed;
• Microsoft Excel® 2007 or newer (if spreadsheet
export/import feature is required, and/or saving
reports as Excel is required);
• Microsoft Word® 2007 or newer (if scheduled
reporting and/or saving reports as Word is required);
• Microsoft's freely available desktop version of Report
Builder installed (if self-serve report authoring is
required from browsers other than Internet Explorer or
Edge) - note that Micrsoft have rebranded this "Power
BI Report Builder".
In scope
As per hosting agreement.
Sandbox System(s)
Sandboxes are hosted for The Customer's
development/test/QA/training needs. They are
refreshed on demand by administrative users from
within the application and are a clone of the
production database. Integrations are not enabled by
default and single sign-on (SSO) may need to be
configured for sandboxes.Questica reserves the right
to remove dormant sandboxes but these can be
recreated by The Customer as needed.
In scope:A single sandbox.
Private Data Access
“Private Data Access” is an optional service giving The
Customer's technical read-only access to a password
protected copy of the database. It uses Microsoft
Azure geo-replication to replicate in near real-time, and
is accessible using ODBC.
Not in scope
Project Management &
Analysis
Questica will assign a Project Manager/Analyst (“PM”)
to lead this implementation on Questica's behalf. The
role and responsibility of the PM is to ensure that the
product is implemented according to this Scope of
Work and to carry out the tasks detailed in sub-section
“3.0.1. Questica Project Management Responsibilities”
of this Scope of Work.
Limitations:
- Weekly status meetings is the number of scheduled
meetings for the purpose of status reporting that the
Questica PM is obligated to attend/host. Exceeding
this limit is at the discretion of Questica's PM. This
does not limit his or her availability for ad-hoc contact
as needed.
- The scope includes overhead of project management
and analysis as stated in the “Scope or Work” column
at right. Where delays are not on the part of Questica,
additional project management and analysis beyond
this limit may be billable at Questica’s standard
services rate.
In scope
with:
- One weekly status meeting;
- 30 weeks of project
management and analysis
contiguous from project kick-
off, or until all other
implementation services are
delivered, whichever occurs
first.
Consulting Services - BPI
Questica will facilitate a review of:- The budget process
for both the operating and capital budgets;- The chart
of accounts;- Personnel planning and budgeting;-
In scope with:- Workshops, to
a maximum of 2 half day
sessions or equivalent;- Gap
Reporting requirements. This process will require the
participation of stakeholders in group workshops and
may include or one-on-one workshops. Budget
ProcessEnd to end review, including high level
descriptions of the tasks performed, the timing of
these tasks, and dependencies. Questica will facilitate
a design of the budget process as it relates to the
Questica Budget system being implemented, seeking
opportunities for improvement. This output will be
documentation of:- Budget process stages;- What
happens in each stage;- Input, outputs, and
participants in each stage;- Stage permission
requirements.Chart of AccountsDetermine the data
model, including the COA, roll-ups (whether part of the
GL or not), and other budgetary fields of data.
Complete field mapping and prototyping in Questica
Budget.Personnel BudgetingReview and refine
personnel budgeting process and data. To include
common personnel budget issues including vacant
positions, overtime, benefits, allowances, and statutory
deductions.Reporting RequirementsEnsure reporting is
supported by the data model. Identify reports in three
primary groups: those required for developing budget,
those required for managing budget, and those
disseminating for information "up and out"
(management and public). Reporting can be through
traditional print reports, saved searches, dashboards,
smart reports, and OpenBook.The customer will
assume responsibility for maintaining all process
documents after hand-off.
document describing
Questica's understanding of
gaps, options for filling the
gaps, selected option (where
one has been identified).
Consulting Services -
Change Management
Questica will facilitate a change management process
in relation to the implementation of Questica Budget.
This process will require the participation of
stakeholders in group workshops and may include or
one-on-one workshops.
A change management plan document will be
produced based on the information gathered,
containing:
- What is changing;
- Organizations impacted by the change;
- Each organization's ability and willingness to change;
- A training plan;
- Strategies for dealing with the change.
Note that the change management included in this
item offer the benefit of Questica's experience in the
domain of budget system implementation. It is not the
enactment of, or replacement for, a comprehensive
project of change management as may be required by
the customer's PMO (project management office), or
for a significant change beyond the introduction of a
new system that approximates to current processes
and procedures.
In scope with:
- Workshops, to a maximum
of 2 half day workshop(s) or
equivalent;
- Change management plan;
On-Site PM Visits
Each on-site visit by the Questica PM, and other
implementation staff (excluding training, see below)
shall be a minimum of one day and no more than five
consecutive business days within the same working
week. Where more than one individual is on-site at the
same time this is considered as multiple visits (one per
individual attending).Meeting premises, facilities
(including external internet access) and equipment are
Not in scope
to be provided by The Customer. Costs associated with
travel, board and lodging for on-site visits are payable
by The Customer as per contract.All other work by the
Questica lead(s) will be carried out off-site and contact
will be via normal telecommunication channels.
Application-Level Security
Determine how and when to use the various security
levels available within Questica Budget, enter users
and assign them to groups and roles.
Customer task:
Questica will assist with this
task until administrators
have received training in
security configuration.
Single Sign-On
Configure Questica Budget to use The Customer's
existing Windows, LDAP, CAS, Google, or SAML
Authentication, for user logon.
In scope:
Configure production
instance to use The
Customer's SAML (AD FS)
Authentication for user
logon. Questica is not
responsible for software and
configuration changes
required to make it
authenticate with non-
standard implementations of
authentication protocols.
Import Configuration …
Import Master Configuration
Data
Configuration and data import of the following
Questica standard data structures, using data supplied
by The Customer in Excel® workbooks provided by
Questica:
• Division/Department hierarchy;
• Fund Categories and Funds;
• Account Categories and Expense and Revenue GL
Accounts
• Statistical Account Categories and Statistical
Accounts
• Other Chart of Account Segment Values
• Performance Measure Units
In scope
Analytics …
Standard Reports
Provision of Questica Budget's standard reports. These
reports are provided as-is and may not fully address
The Customer's specific reporting requirements.
In scope
Administrator Authored
Reporting
Questica's reporting infrastructure allows users to
create ad hoc views which can be used as datasets
when using Report Builder 3.0 for administrator
authored reporting; as the data source for dashboard
widgets; and as part of the ad-hoc analytics interface.
Each ad hoc view requires a base “entity” (database
table), which can be one of Questica's native data
entities; a user configured entity; or a custom built
“report entity” which consolidates the data from
multiple entities and presents it to the ad hoc view as
a single entity ready to report on.
In scope
2.2. Operating Module
The Questica Budget Operating module is included in this installation.
Functional Area
Description
Scope of Work
Optional Features …
The following optional add-ins offer functionality necessary for very specific budgeting
activities, as described. An additional license cost is associated with each add-in.
Configuration …
Import Costing Centers
Configuration and data import of standard Questica
Operating data structures, using data supplied by The
Customer in Excel® workbooks provided by Questica.
At a minimum, the files will contain the data necessary
to:
• Create Costing Centers (for each historical and
current/future budget year to be loaded);
• Add Costing Centers to Departments consistent with,
and shared by, the Capital budget module;
• Associate Costing Centers with Funds;
• Define Budget Promotion Stages.
In scope
Initial Data Load …
Import Initial Budget
Import the current/future Operating budget from data
import workbooks:
• Create dollar budget line items at the chart of
account level
... by Costing Center.
In scope:
Questica will import the most
recent budget with 5 years of
future forecast data.
Questica will repeat the
import once, to
accommodate a refresh prior
to going live.
Import Historic Budgets
Import prior years' Operating budgets. All prior years
must have a chart of account structure that is the
same, or a subset of, the initial budget. Only the
amended OR the approved budget will be imported in
each of these prior years, but not both.
In scope:Questica will import
5 prior years' budgets.
Import Actuals Transactions
Import Operating actuals transactions from data
import workbooks.
Customer task:
The Customer can add their
historical data manually, or
using Questica's Excel®
export/import feature, or
with an automated
integration.
Import Initial Statistical
Budget
Import the current/future Operating statistical budget
from data import workbooks:
• Create statistical budget line items at the statistical
account level
... by Costing categorized.
Customer task:
The Customer will enter their
statistical budget data using
the Questica user interface
or Questica's Excel®
export/import feature.
Import Historic Statistical
Budgets
Import prior years' Operating statistical budgets. All
prior years must have a statistical account structure
that is the same, or a subset of, the initial budget. Only
the amended OR the approved budget will be imported
in each of these prior years, but not both.
Customer task:
The Customer can add their
historical statistical budget
data using the Questica user
interface or Questica's
Excel® export/import
feature.
Import Statistical Actuals
Transactions
Import Operating statistical actuals transactions from
data import workbooks.
Customer task:
The Customer can add their
historical data manually, or
using Questica's Excel®
export/import feature, or
with an automated
integration.
Integration …
Budget Export
Automated facility to transfer the Operating module
budget data from Questica Budget to The Customer’s
general ledger at the approved budget object/costing
In scope:
Questica will create no more
than 1 point of integration
centre level when invoked by a user.
Note that this scope item is in addition to the built-in
budget export, which will create a CSV file using the
configured account structure suitable for import into
most general ledger systems.
for the approved operating
budget.
Amended Budget Export
Automated facility to transfer individual approved
amendments to the Operating module budget data,
from Questica Budget to The Customer’s general
ledger, or the other direction as required.This interface
is required only in the case where The Customer
requires the amended budget to be synchronized
between the two systems and where the general
ledger cannot be updated by re-running the full export
provided in the item in the “Budget Export” item
above.
In scope:Questica will create
no more than 1 point of
integration for the operating
budget amendments.
Actuals Import
Automated facility to transfer actual data from The
Customer’s general ledger to the Questica Budget
Operating module at a transaction level on a daily
basis when automatically scheduled; and/or on
demand.
Note that this scope item is in addition to the built-in
actuals import which is able to read a CSV file,
provided it conforms to some simple formatting
requirements and the configured account structure.
In scope:
Questica will create no more
than 1 point of integration
for the operating actual
costs.
Statistical Budget Export
Automated facility to transfer the Operating statistical
budget data from Questica Budget to a single target
system at the approved budget object/costing centre
level when invoked by a user.
Not in scope
Amended Statistical Budget
Export
Automated facility to transfer individual approved
amendments to the Operating statistical budget data,
from Questica Budget to a single target system, or the
other direction as required.
This interface is required only in the case where The
Customer requires the amended budget to be
synchronized between the two systems and where the
3rd party system cannot be updated by re-running the
full export provided in the item in the “Statistical
Budget Export” item above.
Not in scope
Statistical Actuals Import
Automated facility to transfer actual data from a single
source system to the Questica Budget Operating
statistics at a transaction level on a daily basis when
automatically scheduled; and/or on demand.
Not in scope
2.3. Personnel Planning & Budgeting Module
The Questica Budget Personnel Planning & Budgeting module is included in this installation.
Functional Area
Description
Scope of Work
Initial Data Load …
Configuration and data import of standard Questica Personnel data structures, using
data supplied by The Customer in Excel® workbooks provided by Questica. At a
minimum, the files will contain the data necessary to:• Create positions;• Create
salary grades;• Create salary grade steps;• Create modifiers (benefits);• Create
employees;• Allocate employees to positions;• Allocate positions to costing
centers.For the purpose of the above, the definitions of positions, grades, grade steps,
employees and modifiers shall be those found in the Questica Budget Personnel
manual. The relationships between them shall be those currently supported by
Questica Budget and described in the Questica Budget Operating Manual.
Import Positions &
Employees
Import from data import workbooks.
In scope
Import Grades & Scales
Import from data import workbooks.
In scope
Create Benefits (Modifiers)
Create “modifiers” to generate supplementary
personnel costs such as benefits, allowances, and
insurance.
Note that modifiers are not simple 2-dimensional data
that can be represented in a spreadsheet. It is not
possible to load modifiers in bulk from Excel®
workbooks.
Customer task:
Questica will assist with this
task until administrators
have received training in
modifier configuration.
Import Position/Costing
Center Allocations
Import from data import workbooks.
In scope
Integration …
Payroll Actuals Import
Automated facility to transfer actual payroll
transactions at the employee/position detail level from
The Customer’s HR or payroll system to the Questica
Budget Operating module; automatically scheduled,
and/or on demand. This data may be used to replace
existing GL Actuals with payroll detail or may be stored
in a separate table.
Notwithstanding items expressly referenced in the
“Customizations” section of this Scope of Work; and/or
other communications between Questica and The
Customer to the contrary, standard limitations of this
integration include, but are not limited to, the following
points:
• Each distinct data source and/or output file is one
point of integration;
• A user interface will be created for the selective
import of sections of the budget within two date
ranges, no other criteria will be available;
• Data in each integration point will either replace all
GL actuals in the personnel GL account category or be
written to a custom entity created to store the payroll
actuals, but not both.
In scope:
Questica will create no more
than 1 point of integration
for the payroll actuals.
HR Data Sync.
Automated facility to synchronize Personnel data
between Questica Budget and The Customer’s HR or
payroll system. This integration synchronizes:
• New, deleted, and updated employees;
• New, deleted, and updated positions;
• Changes in employee-position relationships;
• Changes in position-costing centre relationships.
The integration of profiles (bargaining units), grades,
steps, pay scales and benefits shall not be included
unless expressly referred to in the “Customizations”
section of this Scope of Work.
Notwithstanding responses to Requests for Proposals
or other communications between Questica and The
Customer, the integration of custom chart field items is
not included unless expressly set out in the
“Customizations” section of this Scope of Work.
In scope:
Questica will create no more
than one integration for
Employees, one for
Positions, and one for
Position Allocations.
2.4. Capital Module
The Questica Budget Capital module is included in this installation.
Functional Area
Description
Scope of Work
Configuration …
Import Projects
Configuration and data import of standard Questica
Operating data structures, using data supplied by The
Customer in Excel® workbooks provided by Questica.
At a minimum, the files will contain the data necessary
to:• Create Projects (including closed projects where
historical budget is to be loaded);• Add Projects to
Departments consistent with, and shared by, the
Operating budget module;• Define Project Promotion
Stages.The configuration data may optionally contain
data necessary to:• Define Asset Categories & Asset
Types;• Define Project Regions;• Define a Single Set
of Project Ranking Metrics.
In scope
Initial Data Load …
Import Initial Budget
Import the current/future capital budget from data
import workbooks:
• Create dollar budget line items with GL Accounts
and Funds
... by Project.
In scope:
Questica will import the most
recent budget with 5 years of
future forecast data.
Questica will repeat the
import once, to
accommodate a refresh prior
to going live.
Import Historic Budgets
Import prior years' capital budgets. All prior years must
have a chart of account structure that is the same, or a
subset of, the initial budget. Only the amended OR the
approved budget will be imported in each of these
prior years, but not both.
In scope:
Questica will import 2 prior
years' budgets.
Import Actuals Transactions
Import capital actuals transactions from data import
workbooks.
Customer task:
The Customer can add their
historical data manually, or
using Questica's Excel®
export/import feature, or
with an automated
integration.
Import Initial Statistical
Budget
Import the current/future capital statistical budget
from data import workbooks:
• Create statistical budget line items at the statistical
account level
... by Project
Customer task:
The Customer will enter their
statistical budget data using
the Questica user interface
or Questica's Excel®
export/import feature.
Import Historic Statistical
Budgets
Import prior years' capital statistical budgets. All prior
years must have a statistical account structure that is
the same, or a subset of, the initial budget. Only the
amended OR the approved budget will be imported in
each of these prior years, but not both.
Customer task:
The Customer can add their
historical statistical budget
data using the Questica user
interface or Questica's
Excel® export/import
feature.
Import Statistical Actuals
Transactions
Import capital statistical actuals transactions from
data import workbooks.
Customer task:The Customer
can add their historical data
manually, or using Questica's
Excel® export/import
feature, or with an
automated integration.
Integration …
Budget Export
Automated facility to transfer the Capital module
budget data from Questica Budget to The Customer’s
general ledger or project system at the approved
budget object/costing centre level when invoked by a
user.
Note that this scope item is in addition to the built-in
budget export, which will create a CSV file using the
configured account structure suitable for import into
most general ledger systems.
In scope:
Questica will create no more
than 1 point of integration
for the approved capital
budget.
Amended Budget Export
Automated facility to transfer individual approved
amendments to the Capital module budget data, from
Questica Budget to The Customer’s general ledger or
project system, or the other direction as required.
This interface is required only in the case where The
Customer requires the amended budget to be
synchronized between the two systems and where the
general ledger cannot be updated by re-running the
full export provided in the item in the “Budget Export”
item above.
In scope:
Questica will create no more
than 1 point of integration
for the capital project budget
amendments.
Actuals Import
Automated facility to transfer actual data from The
Customer’s general ledger or project system to the
Questica Budget Capital module at a transaction level
on a daily basis when automatically scheduled; and/or
on demand.
Note that this scope item is in addition to the built-in
actuals import which is able to read a CSV file,
provided it conforms to some simple formatting
requirements and the configured account structure.
In scope:
Questica will create no more
than 1 point of integration
for the capital project
actuals.
Statistical Budget Export
Automated facility to transfer the Capital statistical
budget data from Questica Budget to a single target
system at the approved budget object/costing centre
level when invoked by a user.
Not in scope
Amended Statistical Budget
Export
Automated facility to transfer individual approved
amendments to the Capital statistical budget data,
from Questica Budget to a single target system, or the
other direction as required.This interface is required
only in the case where The Customer requires the
amended budget to be synchronized between the two
systems and where the 3rd party system cannot be
updated by re-running the full export provided in the
item in the “Statistical Budget Export” item above.
Not in scope
Statistical Actuals Import
Automated facility to transfer actual data from a single
source system to the Questica Budget Capital statistics
at a transaction level on a daily basis when
automatically scheduled; and/or on demand.
Not in scope
2.5. Financial Statements
The Questica Budget Financial Statements add-in is included in this installation.
This feature adds the ability to configure and generate financial statements (Balance Sheets, Income Statements and
Cash Flow Statements) from revenue and expense budget data combined with non-GL data entered by the user.
Functional Area
Description
Scope of Work
Configuration ...
Balance Accounts & Cash
Flow Lines
Configuration and data import of standard Questica
financial statement data structures, using data
supplied by The Customer in Excel® workbooks
provided by Questica:
• Balance Sheet Categories and Accounts;
• Balance Sheet Actual Costs Types;
• Cash Flow Categories;
• Lines of Cash Flow Reporting.
In scope
Initial Data Load …
Import Balance Forecasts
Import balance sheet forecasts from data import
workbooks. All years must have a chart of account
structure that is the same, or a subset of, the initial
budget.
In scope:
Questica will import 2 years
of fiscal years of balance
forecast data. Questica will
repeat the import once, to
accommodate a refresh prior
to going live.
Import Balance Actuals
Import balance sheet actuals transactions from data
import workbooks. If not in scope then The Customer
can add their data manually, or using Questica
Budget's spreadsheet import feature, or use the
automated integration once that has been configured.
Customer task:The Customer
will enter their balance
actuals data using the
Questica user interface or
Questica's Excel®
export/import feature.
Integration …
Balance Actuals Import
Automated facility to transfer actual data from The
Customer’s general ledger to the Questica Budget
financial statements at a transaction level on a daily
basis when automatically scheduled; and/or on
demand.
This integration imports transactions (changes to the
balance) rather than the current balance.
In scope:
Questica will create no more
than 1 point of integration
for the balance actuals.
2.6. Performance Measures
The Questica Budget Performance Measures module is included in this installation.
This section of the SoW relates only to the configuration of the system. Unless explicitly included as a consulting
activity (above), it is The Customer's responsibility to plan, design, and roll-out the performance measurement
program(s).
The 'Unlimited Read Only' license does not pertain to this module, as it is provisioned with unlimited read+write
licenses.
Functional Area
Description
Scope of Work
Configuration …
Measure Categories and
Units
Configuration of Performance Measures Categories
and Units, establishing those lookup values within the
system.
In scope:
Questica will, with the help of
The Customer, determine
and configure the
Performance Measures
Categories and Units,
establishing those lookup
values within the system.
Initial Data Load …
Measures
Configuration of the initial set of performance
measures.
In scope:
Questica will import the
initial set of performance
measures, to a limit of 4
hours of consulting.
Scorecards
Configuration of the initial set of performance
measurement scorecards, and including them on
dashboards.
In scope:
Questica will, with the help of
The Customer, create the
initial set of scorecards, to a
limit of 4 hours of consulting.
Integration …
Measure Actuals Import
Automated facility to load actual data from The
Customer’s 3rd party data collection systems to the
Questica Budget performance measures on a
scheduled basis; and/or on demand.Users can add
measure actuals data not available through an
automated interface through the user interface or
using Excel export/import.
In scope:
Questica will create no more
than 1 point of integration
for measure actuals
(multiple sources may be
appended to the same file in
a single coherent format).
2.7. OpenBook
Questica's “OpenBook” cloud service for data transparency is included in this implementation.
Functional Area
Description
Scope of Work
Configuration …
System Administration
General configuration of OpenBook to set the look-and-
feel, captions, and add users.
Customer task:
As a customer task, The
Customer will leverage
Questica's training material
and reasonable assistance
of Questica's PM or
consultant to understand the
administration options.
Configuration of
Visualizations
The Customer is able to add multiple “visualizations”
of their data to their OpenBook site. Each dataset is
displayed according to a template selected from a
library of visualization styles.
In scope:
A Questica consultant will
assist in configuring
OpenBook “Vizualizations”,
to a limit of 10 hours of
consulting time (* additional
services can be purchased at
Questica's standard hourly
rate).
Configuration of Questica
Budget
Configure ad hoc views in Questica Budget as a
convenient source of source of OpenBook data.
In scope:
Questica will, with the help of
The Customer, configure up
to 3 ad hoc views as a
source of OpenBook data.
The Customer is able to
configure as many additional
ad hoc views as required.
Integration …
Import from Questica
Budget
Connection of OpenBook to Questica Budget, through
a shared API key, and the publication of ad hoc views
for seamless import of data into OpenBook from
Questica Budget.
In scope
Import from CSV Files
Initial and ongoing population of datasets through the
import of .CSV files.
Customer task:As a
customer task, The
Customer will leverage
Questica's training material
and reasonable assistance
of Questica's PM or
consultant to load and
configure datasets from CSV
files.
2.8. Training
Functional Area
Description
Scope of Work
Online Resources
Questica has invested in creating and maintaining a substantial library of online
training courseware in the Questica Help and the Questica Academy. Having signed-up
with a valid Customer email address, all material is available to all users during and
after the implementation.
Training Approach
Questica's standard training model is to train the trainers and/or advanced users
within The Customer's organization in all aspects of the application related to the
system delivered. Training is a blend of online courseware and “live” training, either in
a classroom (if in scope, see “Training Location” below) or via a web conference. In the
case of video training Questica's PM will field outstanding questions after the
scheduled viewing.
Where a specialist trainer is “In Scope” below this might be as a follow-up to a video or
presentation of the entire course.
Training Schedule
Questica's PM will help determine at which point in the implementation the delivery of
training is most appropriate. The Customer may prefer to receive some or all of their
training in the early stages of the implementation, in the knowledge that such training
will need to be carried out using a generic training database. Alternatively The
Customer may choose to wait until the implementation is substantially complete in
order to be trained on their own instance of Questica.
Having received train-the-trainer training, the Customer is responsible for training the
end users, except where explicitly included in scope (below).
Training Location
* Note that this item relates only to location of training and does not confer training in
addition to those items scoped below.On-Site Training:Is not included.Remote
Training:All training provided by Questica will be delivered using web conferencing
tools. Attendees are able to participate in the training from multiple locations using
their own computer, or in a conference room with shared screen (their own computer
is recommended). Audio is provided by telephone or the computer's own audio
facilities. These sessions may be recorded upon request, with the unedited recording
provided to The Customer for storage and dissemination using their own media
repository.
Instructional
Videos/eLearning
Courseware
Instructional on-boarding videos tailored to The
Customer's process (one per module) or full eLearning
courseware (covering all modules) aimed at end-users.
This material will show general system usage, and how
to enter and query budgets.
Not in scope
The following sections detail the proposed training. The Customer's PM will work with Questica's PM or training
specialist to determine the final training plan and topics may be swapped to receive more of one and less of another,
provided that the total amount of training does not exceed this proposed plan.
Training: Administration
Training in Questica Budget administration is delivered
via a series of training courseware, such as pre-
recorded videos.
In scope:
This will be delivered in one
training session.
Training: Administrator
Authored Reporting
Training in the use of ad hoc views and dashboards is
delivered via pre-recorded training videos.
Questica also provides instructional videos on the use
of the Report Builder 3.0 report authoring tool but
recommend that users make use of the many online
resources to gain expertise in this tool.
In scope:
This will be delivered in one
training session.
Train-the-Trainer: Operating
“Train the trainer” training in the use of Questica
Budget's Operating module.
In scope:
Up to 4 training sessions will
be held on this topic.
Train-the-User: Operating
“Train the user” training in the use of Questica
Budget's Operating module.
Customer task
Train-the-Trainer: Personnel
“Train the trainer” training in the use of Questica
Budget's Personnel Planning & Budgeting module.
In scope:This will be
delivered in one training
session.
Train-the-User: Personnel
“Train the user” training in the use of Questica
Budget's Personnel Planning & Budgeting module.
Customer task
Train-the-Trainer: Capital
“Train the trainer” training in the use of Questica
Budget's Capital module.
In scope:
Up to 2 training sessions will
be held on this topic.
Train-the-User: Capital
“Train the user” training in the use of Questica
Budget's Capital module.
Customer task
Train-the-Trainer: Financial
Statements
Standard “Train the trainer” training in Questica
Budget's Financial Statements feature is delivered via
a pre-recorded training video, with a follow-up
discussion with Questica's project manager.
In scope
Train-the-Trainer:
Performance Measures
Standard “Train the trainer” training in the use of
Questica Budget's Performance module is via pre-
recorded training video, with a follow-up discussion
with Questica's project manager.
In scope
Train-the-User: Performance
Measures
“Train the user” training in the use of Questica
Budget's Performance module.
Customer task
2.9. Reserved
2.10. Budget Book Studio
Budget Book Studio is included in this scope of work.
Services for initial implementation of Questica’s standard Budget Book Studio:
Questica’s implementation services shall be delivered remote over a period not exceeding 8 weeks and a total of 40
hours.
Services include:
•
Training, including an optional introduction for newcomers to Openbook.
•
Review source budget data: account groups, funds, and departments.
•
Configuration of Budget Book Studio to support these structures. Questica’s Budget Book Studio is not
suitable for arbitrary data mapping, complex (re)calculation of values, and/or reporting of budget using
roll-ups and segments other than those by which the budget is built and managed in Questica Budget.
•
Creation of “views” in Questica Budget.*
•
Configuration & testing of data integration from Questica Budget.*
•
Configure standard content and assist with requested changes to standard format.
•
Guidance to client on completing tasks, including:
o manual input of values deemed non-automatable;
o insertion of unstructured data from files such as images, maps, award certificates, and charts;
o sharing experience of layout and content options.
•
Miscellaneous configuration and content authoring assistance.
* Where the source system is not Questica Budget, the customer is responsible for providing clean well organized data in CSV files
for upload.
2.11. Customizations
2.11.1. Custom Business Rules (CBRs), Modifiers, User Interface
The following customizations are included within this Scope of Work:
● Custom Entity: Calculation Feature - Customizations
*** Notes: Calculation Feature - Configuration and Customizations BC.122 - BC.128. Calculations or Projections.
Customizations not listed here can be accommodated upon receipt and acceptance of a change order, which will
include a specification and may include an estimate for the work to be charged on a time & materials basis at the
applicable rate.
2.11.2. Custom Reports, Custom Ad Hoc Entities and Custom Dashboards
The following are included within this Scope of Work:
● Report: Custom reporting
*** Notes: Generate Schedules (A-G) AR.24
Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and acceptance of
a change order, which will include a specification and may include an estimate for the work to be charged on a time &
materials basis at the applicable rate.
2.11.3. Specifications
Before Questica undertakes any customizations described herein, as well as integrations with other systems, and
data imports, The Customer and Questica shall prepare and sign-off on the detailed specifications (“Specifications”)
for the work to be performed.
2.11.4. Change Orders
Any changes to the agreed specifications, including changes requested by The Customer within the warranty period,
shall be the subject of a new change order and the work to be carried out thereunder shall be separately quoted,
agreed, and billed and shall not be included as part of this Scope of Work.
2.11.5. Warranty
Once completed the custom work shall be warranted by Questica in accordance with the “Technical Support Services”
section of the Questica Software License Agreement.
3.0. Project Management
3.0.1. Questica Project Management Responsibilities
1.
Coordinating the development of the project plan in consultation with The Customer project manager and
team members.
2.
Ensure the timely execution of Questica's deliverables.
3.
Ensuring that members of The Customer team are sufficiently educated in the Questica Budget application
understand the implications of initial design decisions.
4.
Providing The Customer with timely and detailed descriptions of the items identified as “Customer task”
within this SoW, along with their expected completion dates.
5.
Providing regular progress status reports to the key team members.
6.
Advising The Customer of the impact on the expected delivery dates of any Questica or Customer
deliverable is advanced or delayed.
7.
Tracking issues through n issue log.
8.
Author and coordinate the approval of change order estimates, and the execution of the deliverables
approved.
3.0.2. The Customer Project Management Responsibilities
1
Running The Customer's project according to The Customer's norms, standards, practices, and protocols.
2.
Acting as primary communication point with the Questica PM.
3.
Providing definitive responses to the Questica PM on all decision points.
4.
Ensuring the timely execution of The Customer’s deliverables, as identified within this SoW, and advising
the Questica PM of expected completion dates.
5.
Ensuring that implementation training material is reviewed in a timely manner.
6.
Ensuring that change orders contain a full specification of the changes required.
7.
Ensuring that customizations are fully specified and documented.
8.
Ensuring that all Customer team members have a clear understanding of their responsibilities to the
project.
9.
Approving (sign-off) Questica deliverables.
3.0.3. Project Planning
1.
The project plan will be prepared by the Questica project manager in consultation with The Customer’s
project manager and team members.
2.
The project planning phase will determine whether Questica Budget modules are to be implemented
serially or in parallel and, if serially, the order of module implementation.
3.
The implementation of each Questica Budget module will involve the following stages:
a.
An overview of, and training in, the module and the ways in which the module can be extended
by configuration and customizations.
b.
A determination of how best to configure and, if necessary, customize the module to meet the
objectives of The Customer.
c.
An overview of the advantages and, if present, disadvantages of the proposed configuration and
customizations.
d.
Documentation of the agreed configuration and customizations.
e.
The preparation of data import templates consistent with the agreed configuration and
customizations.
f.
The completion by The Customer of the data import templates.
g.
The import by Questica of the data import templates.
h.
Customer approval of the imported Questica Budget structures and data.
i.
The creation of custom report entities to support The Customer's reporting, where such
reporting is not readily available within Questica Budget's natural data model.
j.
Training in the creation of (ad hoc) views, and ad hoc print reports using Microsoft Report
Builder 3.0.
k.
Determination of custom reporting requirements that cannot be met by the standard reports
and the use of the out-of-the-box ad hoc reporting features.
l.
The preparation of change orders and specification for any custom reports not detailed in this
Scope of Work.
m.
The development by Questica of any required custom reports, whether detailed in this Scope of
Work or added to the scope through a change order.
n.
The testing and acceptance of custom reports and report views.
o.
The deployment of custom reports and report views.
p.
The development of an integration strategy for updating the Questica Budget database with
actual result data from the financial system and the passing of budget data into the financial
system.
q.
The development by The Customer of the integration components (queries, intermediate tables,
file output/input etc.) which are required to access actual data from the financial system/HR
System and update the financial system with budget data.
r.
The development by Questica of:
i.
integration components which transform budget data prior to updating the financial
system;
ii.
integration components which transform actual result data prior to updating the
Questica Budget database;
iii.
integration components required to initiate the execution of integrations.
s.
The deployment of all integration components.
t.
The testing and acceptance by The Customer of the integration components.
4. Customer Resources
1.
The requirement for Customer resources is variable with:
a.
The duration of the project.
b.
The degree of internal Customer consultation.
c.
The level of internal Customer agreement.
d.
The number of customizations.
e.
The familiarity of Customer staff with their General Ledger, ERP, HR, and other 3rd party
systems.