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City Clerk Document No.:
City Council Meeting Date:
May 26, 2022
CITY OF CHANDLER SOFTWARE AS A SERVICE AGREEMENT
BUDGET SOFTWARE SOLUTION
CITY OF CHANDLER AGREEMENT NO. MS2-920-4405
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona municipal
corporation (City, Client or Customer), and Questica Ltd., a corporation incorporated under the laws of the State of
Delaware (Contractor or Questica), (City and Contractor may individually be referred to as Party and collectively
referred to as Parties) and made
, 2022 (Effective Date).
RECITALS
A. City proposes to purchase a budget software solution as more fully described in Exhibit A, which is attached to and
made a part of this Agreement by this reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the compensation and fees
set forth therein.
C. City desires to contract with the Contractor to provide these services under the terms and conditions set forth in
this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements below, and intending to be legally bound, the Parties
agree:
1.0 DEFINITIONS.
The following definitions apply to the parties’ Services Agreement.
A.R.S. means Arizona Revised Statutes, as amended.
Access Information means any information relating to City, its Resellers and/or End Users' use of the Services,
including without limitation, (a) navigational information, including usage of hyperlinks within or available through
the Services; (b) transactional or processing information, including billing information and method of payment; and/or
(c) Internet or I/P addresses, demographic information (like age, profession, or gender), domain names, computer
type, browser types, and other anonymous statistical data arising from such use of the Services and access to the
Facilities.
Agreement means this legal agreement executed between the City and the Contractor
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Affiliate means with respect to any person or entity, any other person or entity that directly or indirectly controls, is
controlled by, or is under common control with the specified person or entity, and for the purposes of this definition
“control” of an entity means the ownership of 50% of the outstanding shares or other equity interests in such entity,
or the right to elect or appoint a majority of the board of directors or governing body of such entity.
Base Programs means each version of a computer program used by Contractor to perform the Services, including the
object code and source code, and all Upgrades, Documentation, workarounds, error-corrections, patches, and bug
fixes.
City, Client or Customer means the City of Chandler, Arizona.
City Confidential Information means: (a) all information related to the business of City and any of its City’s and other
third parties, to which Contractor has access, whether in oral, written, graphic or machine-readable form, in the
course of or in connection with this Agreement; (b) all notes, analyses and studies prepared by Contractor or any of
its Representatives, during the term of this Agreement or anytime thereafter, incorporating any of the information
described in this Section 3; (c) the Access Information; and (d) the City Data.
City Data means all Confidential Information, all personal data and any other information relating to the employees,
City or customers of City, or End Users or relating to the businesses of City or its Affiliates, including third party
information, operations, facilities, products, services and markets, all as and to the extent provided to or obtained by
Contractor or its Representatives from City, Resellers, or End Users, or derived from any of the foregoing. Usage data
of End Users who are customers of City shall be considered City Data. City Data includes any such information in any
form (tangible or electronic), regardless of the form or method by which such information is created, stored,
maintained or communicated, and includes all data maintained by Contractor for City. Unless otherwise indicated,
City Data includes all Access Information.
Contractor or Questica means the person or business organization named in the Agreement.
Crisis means an extraordinary event affecting Contractor that requires emergency response measures to be taken,
including any event that may result in the Services, Software or Facilities becoming unavailable for a significant
amount of time.
Confidential Information means City Confidential Information and/or Contractor Confidential Information, as the
context may require.
Custom Software means the modifications and enhancements to the Software Programs and new computer
programs, including application program interfaces, developed from time to time by Contractor for the exclusive use
of City.
Days means calendar days.
Documentation means the user, operations and training manuals, marketing materials, proposals, and responses to
requests for information or proposals pertaining to the Services or the Software Programs, as well as any
specifications reviewed by City, concerning the relevant Software licensed hereunder.
End User means any person or entity that receives and uses the Services.
Error means any error in the code of any Software Programs which prevents such Software Programs from operating
in accordance with the relevant Documentation.
Exit Plan means the plan set forth in Exhibit F hereto.
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Facilities means the hardware, application software, operating system software, firmware, networks, communication
devices and lines and all other equipment, software, devices and related materials provided by or used by Contractor
to host the Software Programs and provide the Services. Unless otherwise indicated, the Facilities shall be construed
to include the Software Programs.
Implementation Date means the implementation date set forth in an applicable Schedule for the respective Services.
Intellectual Property Rights means all: (a) patents, patent applications, patent disclosures and inventions (whether
patentable or not), (b) copyrights and copyrightable works (including computer programs) and registrations and
applications therefor, (c) semiconductor chip “mask” works, and registrations and applications for registration thereof,
(d) trade secrets, know-how and other confidential information, (e) unregistered and registered design rights and any
applications for registration thereof, (f) database rights, and (g) all other forms of intellectual property, including
waivable or assignable rights of publicity or moral rights, and any right to bring suit or collect damages for the
infringement, misappropriation or violation of the foregoing, anywhere in the world. For purposes of the IP License,
the Intellectual Property Rights shall be construed to include all Intellectual Property Rights of Contractor and its
Affiliates existing on the date of grant of the IP License, plus all Intellectual Property Rights of Contractor and its
Affiliates subsequently developed or acquired by Contractor or its Affiliates through the time of the occurrence of an
Interruption.
Interruption means any material, or continuing, or repeated suspension or interruption in the supply of the Services
by or on behalf of Contractor to City, the Resellers, or End Users, or any other material, or continuing, or repeated
failure of Contractor to meet its obligations under this Agreement in regard to the Services, whether resulting from
breach, termination, partial or complete cessation of business, disruption of business, bankruptcy or other insolvency
proceedings, or otherwise, or termination of this Agreement.
Licensed Materials means all engineering, testing and design documentation, schematics, source code, and other
materials necessary for City or its Representatives to exercise the IP License.
May or Should means something that is not mandatory but is permissible.
On Premises Equipment means Facilities provided by Contractor to City, Resellers, or End Users of the Services for
receiving, managing, maintaining or using the Services.
Contractor Confidential Information means Contractor nonpublic financial information.
Reseller(s) means one or more independent sales or support companies engaged to sell, support or implement the
Services to End Users.
Representatives means each party's officers, directors, employees, consultants, attorneys, accountants, agents and
independent subcontractors (and their employees) and other representatives.
Shall, Will, or Must means a mandatory requirement.
Software Programs means the Base Programs and Custom Programs.
Upgrades has the meaning stated in Exhibit A.
2.0 SERVICES
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2.1 Services under Schedules. Contractor will perform and deliver Services described in this Agreement and any
Schedules hereto, in accordance with the milestones, delivery dates, specifications and requirements as set forth
herein. 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:
2.1.1
completion of the services described in the SOW
2.1.2
12 months from the effective date of the relevant Order Form
2.2 Reserved.
2.3 Reports. On a quarterly basis or more frequently as may be specified in a Schedule, Contractor will provide to
City a written report summarizing Contractor's performance of the Services with respect to all metrics and categories
of description set forth in an applicable Schedule, and any other information reasonably requested by City.
2.4 Services Audit. City may on 30 days' notice and not more than once in a 12-month period conduct audits and
reviews of the Facilities on Contractor's premises with respect to the Services.
2.5 Activation and Installation. Unless otherwise stated in the applicable Schedule, construction, maintenance and
operation of the Facilities, and activation and performance of the Services are and shall be the responsibility of
Contractor.
2.6 City Data. Notwithstanding any other provision in this Agreement or Schedules, Contractor shall make all City
Data (complete and unaltered) available at any time to City, in a format reasonably requested by City, at no additional
charge. As between the parties, City Data shall be and remain the property of City. Contractor shall use the City Data
solely to perform Contractor's obligations under the Services Agreement and this Agreement. Except as expressly
permitted in this Agreement, Contractor shall not sell, assign, lease, disseminate, or otherwise dispose of the City
Data or any part thereof to any other person, nor shall Contractor commercially exploit any part of the City Data.
Contractor shall not possess or assert any property interest in or any lien or other right against or to any City Data.
2.7 City Affiliates. City's rights under the Services Agreement and this Agreement may be exercised by and for the
benefit of City and, as applicable, End Users, and their respective Affiliates. For this purpose, “Affiliates” may include
any person or organization that is party to any Business Collaboration with City or its other Affiliates. “Business
Collaboration” means any strategic alliance, partnership, joint venture, broker-dealer, sales representative,
investment advisor, or other marketing or business arrangement between City or its other Affiliates and any such
person or organization through which City or such Affiliates derive revenue or profit or conduct business involving
financial services.
2.8 Offshore Performance of Work Prohibited. Due to security and identification protection concerns, direct
Services under this Agreement must be performed within the borders of North America. Any Services that are
described in the scope of work that directly serve the City and may involve access to secure or sensitive data or
personal client data or development or modification of software for the City must be performed within the borders
of the North America. Notwithstanding anything to the contrary, and unless stated otherwise in the scope of work,
this definition does not apply to indirect or "overhead" services, redundant back-up services, or services that are
incidental to the performance of this Agreement.
3. BACKUP IP LICENSE
3.1 Sufficiency of Intellectual Property; Further Assurances. Contractor represents and warrants that the IP
License and the Intellectual Property Rights licensed to City thereunder are and will be sufficient for City or its
Representatives to manage, maintain, perform and deliver the Services for present and future End Users, without
infringement of Intellectual Property Rights owned or held by others. Promptly upon request by City, Contractor shall,
at its expense, sign and deliver such further agreements, certificates and other documents and give City such other
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assistance as City may reasonably require to evidence more fully and give full and proper effect to the IP License. To
the extent that Contractor or its Affiliates' Intellectual Property Rights include any U.S. patents or copyrights that are
owned by third-party licensors, Contractor will at City's request, provide City with written confirmation from such
third-party owner that such owner will give effect to the terms of Section 3.1 without any further condition, payment
or other obligation. The IP License and the terms of Section 3.1 shall not be impaired or diminished by the occurrence
or continuance of any breach of this or any other agreement between the Parties, any lack of capacity or authority,
any reorganization, liquidation, dissolution, merger, or consolidation of either Party, or any other change of
circumstances of either Party.
4. NON-DISCLOSURE
4.1 Restrictions. Each party, as recipient of the other party's Confidential Information, will receive, hold and protect
in confidence the Confidential Information of the other party. The receiving party may disclose the Confidential
Information of the disclosing party to its Representatives who have a need to know such Confidential Information
solely in connection with this Agreement. The receiving party will cause such Representatives to comply with this
Agreement and will assume full responsibility for any breach of this Agreement by any such Representatives. The
receiving party will not transfer or disclose any Confidential Information of the disclosing party to any third party
without the disclosing party's prior written permission and without such third party having a contractual obligation
(consistent with this Section 4 (“Non-Disclosure”) to keep such Confidential Information confidential. The receiving
party will not use any Confidential Information of the disclosing party for any purpose other than in connection with
this Agreement. Notwithstanding any confidentiality restrictions set forth herein, City may disclose Contractor
Confidential Information to third parties in connection with such third party's provision of software or services to City.
Such disclosures will be made under an obligation of confidentiality limiting the use of such Confidential Information
by such third parties to the provision of services to City.
4.2 Exclusions. Confidential Information will not include information that: (i) is in the public domain at the time of
disclosure; (ii) was in the possession of or demonstrably known by the receiving party prior to its receipt from the
disclosing party without restriction on its use or disclosure; (iii) is independently developed by the receiving party
without use of or reference to or reliance on the disclosing party's Confidential Information; or (iv) becomes known
by the receiving party from a source other than the disclosing party without breach of this Agreement and is not
subject to an obligation of confidentiality. Notwithstanding anything to the contrary, City may disclose Contractor
Confidential Information as required to satisfy any request by any governmental or regulatory body.
4.3 Legal Requirements. If the receiving party is requested or required to disclose any of the disclosing party's
Confidential Information under a subpoena, court order, statute, law, rule, regulation or other similar requirement (a
“Legal Requirement”), the receiving party will, to the extent not precluded by law, provide prompt notice of such Legal
Requirement to the disclosing party so the disclosing party may seek an appropriate protective order or other
appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing party is not
successful in obtaining a protective order or other appropriate remedy and the receiving party is, in the reasonable
opinion of its counsel, legally compelled to disclose such Confidential Information, or if the disclosing party waives
compliance with the provisions of this Agreement in writing, the receiving party may disclose, without liability
hereunder, such Confidential Information in accordance with, but solely to the extent necessary, in the reasonable
opinion of its counsel, to comply with the Legal Requirement.
4.4 Disposition of Confidential Information on Termination or Expiration. Upon termination or expiration of the
Services Agreement and this Agreement or upon the disclosing party's written request and where practicable, the
receiving party will return to the disclosing party all copies of Confidential Information already in the receiving party's
possession or within its control. Following its return, and upon notice from the disclosing party, and unless otherwise
required by law, the receiving party must destroy such Confidential Information using means to protect against
unauthorized access to or use of the information, including, where appropriate, burning, shredding, or pulverizing
such information, or by taking such other means as to assure that such information will not be recoverable following
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its disposal. In such case an officer of the receiving party will certify in writing to the disclosing party that all such
Confidential Information has been so destroyed. Notwithstanding the foregoing, the receiving party may retain copies
of such Confidential Information as required by applicable law, and, to the extent such copies are electronically stored
in accordance with the receiving party's retention or back-up policies or procedures (including, without limitation,
those regarding electronic communication), so long as such Confidential Information is kept confidential as required
under this Agreement.
4.5 Privacy. For all City Information collected, stored or processed by Contractor, Contractor shall: (a) maintain
safeguards against destruction, loss, alteration of or unauthorized access to such City Information; and (b) not,
without City's prior approval, modify or discontinue any such safeguards without comparable or better replacement
safeguards. Contractor acknowledges the sensitivity and confidentiality of personally identified information which
may be contained in the City Information and the applicability of the Gramm-Leach-Bliley Act and/or other applicable
privacy laws, regulations and guidelines (“Privacy Laws”). Contractor agrees to comply with all applicable legal and
contractual requirements relating to the privacy and confidentiality of personally identified information applicable to
Contractor in the performance of its obligations under this Agreement.
5. SECURITY
5.1 Security. Contractor represents and warrants that it shall at all times adhere to and comply with, in all material
respects, the minimum security standards to ensure that there is no unauthorized access to or use of City information
described in this Section, which security standards may be mutually amended by the parties from time to time (the
“Security Standards”).
5.2 Security Standards. Contractor will use reasonable efforts to prevent unauthorized access to restricted areas of
its servers and any databases or other material generated from or used in conjunction with the Service. Contractor
will respond immediately to remedy any known security incidents or breaches.
(a) External Segment Security. Contractor's external connections to the Internet will have appropriate security
measures and controls applied to its systems and will include an Intrusion Detection System (IDS) that will monitor
all inbound and outbound communications and information. The IDS is intended to detect, record, alert, and
terminate unauthorized activity.
(b) Web Site Segment Security. All Internet accessible systems will reside behind Firewalls. The Firewalls will enforce
secure access between all Web servers and the Internet. The Firewalls will allow only specific types of data to pass
from the Internet to the systems on the Web Segment. An IDS device is used to scan all data that passes within the
Web Server segment and will detect, report and terminate any unauthorized activity prior to it reaching the Web
Servers.
(c) Internal Network Segment Security. All data entering the Service's internal data network from any external
source (Web Segment and Internet) must pass through Firewalls. The Firewalls will enforce secure connections
between internal and external systems and will only allow specific types of data to pass through. Access to customer
data by Contractor employees will be limited to authorized personnel only. All Contractor employees will follow the
security policies regarding access and use of internal systems.
(d) Physical Site Security. All systems containing customer or company related data will be contained in locked data
cabinets and will reside in a secure Data Center. Only authorized personnel will have access to the Data Center and/or
Operations area via an internal security system. The entire physical facility, internal and external, will be monitored
24/7/365.
(e) General Data Security and Network Monitoring. All printed documents containing customer, confidential,
financial, or sensitive information that is no longer needed will be shredded. Any printed material of this nature that
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is retained will be secured in cabinets. All data backups will be locked and secure both on-site and off-site as
documented in the Security Policy Document and the Backup/Disaster Recovery Guide. Contractor will actively
monitor the IDS systems, Local Area Network/Wide Area Network, (LAN/WAN) equipment and all critical servers.
Encryption techniques will be used for data transmissions where applicable.
(f) Assessments. City reserves the right to conduct risk assessments, vulnerability assessments, black box
penetration tests or hire a third party to conduct risk assessments, vulnerability assessments, and black-box
penetration tests of the Contractor’s environment. Contractor will be alerted in advance and arrangements made for
an agreeable time. Contractor shall respond to all Critical, High, and Medium severity vulnerabilities discovered by
providing an acceptable timeframe to resolve the issue and/or implement compensating control(s).
(g) Audit Logging. Contractor will provide to the City system, audit, and other logs required by the City from the
Contractor’s environment and service offering upon reasonable request.
(h) StateRAMP Authorization. The Contractor understands that, during the term of this contract or subsequent
extensions, the City may require Contractors who will be storing, processing, and/or transmitting City data in external,
non-City environments (Cloud), to attain verified StateRAMP (www.stateramp.org) Ready status for the cloud products
the City will be utilizing. Contractor will be required to maintain StateRAMP authorization at the required category
level throughout the agreement term and partnership with the City. The City will provide StateRAMP sponsorship to
Contractor for the purpose of this agreement engagement. Should the City enact this requirement, the City and the
Contractor will agree upon a timeline for attaining the required status.
5.3 Updates to Security Standards. If a change or addition to the Security Standards is required by law, rule,
regulation, order, judgment or decree, Contractor shall comply with such amended Security Standards as soon as
possible but in no event later than the time period for compliance indicated in such law, rule, regulation, order,
judgment or decree. If the event Contractor adopts changes to the Security Standards, Contractor will provide the
Services in accordance with such new Security Standards; provided that if such new Security Standards are of a level
which is less than the level of the Security Standards previously required by this Agreement, and if City does not agree
with such new Security Standards, City may terminate and this Agreement upon written notice to Contractor. If City
accepts such new security standards, such new security standards shall be deemed to be “Security Standards” for
purposes of this Agreement.
5.4 Security and Supervision. Contractor's personnel, when on City's premises or accessing City's networks or
providing maintenance services hereunder, will comply with all of City's security, supervision, and other standard
procedures applicable to such personnel, including, if applicable, City's Internet and Electronic Communications
Usage Policy.
5.5 Audit. City reserves the right to conduct, either itself or through a third-party independent contractor selected by
City at City's expense, an on-site audit and review of Contractor's architecture, systems and procedures used in
connection with the Services and the Software Programs. Such audit and review shall be conducted upon City's
reasonable request. After conducting an audit, City shall be entitled to notify Contractor of the manner in which
Contractor does not comply with any of the security, confidentiality or privacy obligations herein, if applicable. Upon
such notice, Contractor shall use commercially reasonable efforts to make any necessary changes to ensure
compliance with such obligations. If Contractor is unable to remedy the defects or deficiencies causing its
noncompliance with any obligation, City may terminate this Agreement upon written notice to Contractor. Any audits
described in this Section shall be conducted during reasonable times and upon reasonable advance notice to
Contractor and shall be of reasonable duration and shall not unreasonably interfere with Contractor's day-to-day
operations. Further, City shall not conduct an audit more than twice per year unless City determines in its reasonable
discretion that additional audits are necessary. In the event that City conducts an audit through a third-party
independent contractor, such independent contractor shall be required to enter into a non-disclosure agreement
containing confidentiality provisions substantially similar to those set forth herein to protect Contractor's proprietary
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information. In addition to and not in lieu of City's rights to conduct an audit as described in this Section, once per
year during the term of this Agreement, Contractor will provide City with a written certification that Contractor has
tested its architecture, systems and procedures and that it is in full compliance with the security, confidentiality and
privacy obligations herein. Such certification shall be signed by an officer of Contractor.
5.6 Information Security Incident Management. Contractor must adhere to a formally documented incident
management process, must cooperate with City personnel in the diagnosis, investigation and response of any security
incidents or faults that impact City data. Contractor must notify the City within 24 hours of suspicion, detection or
confirmation of a breach or unauthorized access to City information that is hosted, stored, processed, or transmitted
by the Contractor. Notification will be made using City provided email and phone as identified in the Notices section
of this contract.
5.7 Business Continuity and Disaster Recovery Management. Contractor must have business continuity and
disaster recovery plans and processes in place to ensure the service for the City is adequately maintained in the event
of any negative impact on the Contractor´s service. Contractor will regularly backup City data and retain such City
backup data copies according to City data retention requirements or otherwise provide backup data to the City.
5.8 Applicable Laws and Regulations. Contractor will comply, and assist City to comply with, all applicable State and
Federal laws and regulations including, but not limited to:
Federal Information Security Modernization Act of 2014 (FISMA):
https://csrc.nist.gov/topics/laws-and-regulations/laws/fisma
● OMB Circular A-130:
https://www.federalregister.gov/documents/2016/07/28/2016-17872/revision-of-omb-circular-n
o-a-130-managing-information-as-a-strategic-resource
● National Cyber Strategy of the United States of America:
https://www.cisa.gov/executive-order-strengthening-cybersecurity-federal-networks-and-critical
-infrastructure
● Health Insurance Portability and Accountability Act (HIPAA) including Business Associate
Agreement/ Health Information Technology for Economic and Clinical Health Act (HITECH):
https://www.hhs.gov/hipaa/index.html
● Tax Information Security Guidelines For Federal, State and Local Agencies: Safeguards for
Protecting Federal Tax Returns and Return Information (IRS Publication 1075):
https://www.irs.gov/pub/irs-pdf/p1075.pdf
● Criminal Justice Information Services Security Policy (CJIS)
https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center
● Centers for Medicare & Medicaid Services (CMS), Minimum Acceptable Risk Standards for
Exchanges (MARS-E)
https://www.cms.gov/CCIIO/Resources/Regulations-and-Guidance/Downloads/2-MARS-E-v2-0-
Minimum-Acceptable-Risk-Standards-for-Exchanges-11102015.pdf
● A.R.S. 18-551 - Definitions Information Security Including PII:
https://www.azleg.gov/ars/18/00551.htm
● A.R.S. 18-552 - Notification of security system breaches; requirements; enforcement; civil
penalty; preemption; exceptions: https://www.azleg.gov/ars/18/00552.htm
● State of Arizona statewide policies, standards and procedures:
https://aset.az.gov/resources/policies-standards-and-procedures
● SIPC Memorandum of Understanding (MOU): https://www.sipc.org/about-sipc/
● State Environmental policies: https://azdeq.gov/LawsAndRules
● Family Education Rights Privacy Act (FERPA):
https://www2.ed.gov/policy/gen/guid/fpco/ferpa/students.html
● Driver’s Privacy Protection Act (DPPA):
https://azdot.gov/motor-vehicles/driver-services/driver-license-information/motor-vehicle-recor
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ds
● State of Arizona Library, Archives and Public Records, Records Management Division, General
Retention Schedules https://azlibrary.gov/arm/policies
● Payment Card Industry (PCI) Security Standards including but not limited to Supplemental
Documents, Information Supplements and Validation Requirements:
https://www.pcisecuritystandards.org/
6. FEES AND OTHER PAYMENTS
6.1 Fees. Notwithstanding anything to the contrary in any Schedule, no Fees will be due or owed, with respect to any
Services unless and until: (i) the parties agree to a Schedule covering such Services, and (ii) City receives an invoice for
the relevant Fees.
6.2 Price Protection. Fees for recurring Services, if any, may be increased only on an annual basis upon at least sixty
(60) days written notice before any annual renewal of such Services. The percentage of any such increase will not
exceed five percent (5%) per such increase per annum.
6.3 Taxes. Contractor shall be responsible for the payment of all sales, use or similar taxes applicable to the purchase
by Contractor of any materials and components used in the manufacture or assembly of any Products. City, the
Resellers or End Users, as applicable, shall be responsible for the payment of all sales or use taxes imposed by any
jurisdiction in the United States applicable to the sale of any Products under this Agreement, or to the extent
applicable will provide appropriate sales tax exemption certificates.
6.4 Invoices. Contractor will provide City with an itemized invoice for all Fees that become due hereunder. Each valid
and undisputed invoice will be due and payable within thirty (30) days after City's receipt of such invoice.
6.5 Reserved.
7. REPRESENTATIONS, WARRANTIES, COVENANTS AND LIMITATION OF LIABILITY
7.1 Compliance with Laws. Contractor shall and shall use its best efforts to cause its suppliers to comply with all
applicable United States and foreign, federal, state, and local laws, rules, and regulations, with respect to the
performance of the Services.
7.2 No Infringement. Contractor represents and warrants that the Services, Facilities and Software to be performed,
operated or used under this Agreement do not and will not, infringe any third-party patent, trade secret, copyright,
trademark or other intellectual property rights in the United States or any other country or jurisdiction to which
Contractor provides the Services for use by City, the Resellers, or End Users.
7.3 Encryption. Contractor will identify in the applicable Schedule any encryption used in the Services and Software
and the Commodity Classification, Export License or License Exceptions, and Import License granted with respect
thereto. Contractor represents that it has complied with, and will continue to comply with, all applicable laws, rules
and regulations of the United States or any foreign country with respect to the export or importation of the Services
and Software, any modifications, enhancements or updates thereto, and any technical data derived therefrom.
7.4 Services. Contractor represents, warrants and covenants that: (a) it shall perform the Services in conformance
with the levels of service, quality control, and other performance standards described in this Agreement; (b) all
Services provided in connection with this Agreement are and will be performed to the best of Contractor's ability and
in an effective, timely, professional and workmanlike manner in accordance with the highest applicable industry
standards and practices; and (c) Contractor personnel performing any Services hereunder will be appropriately
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trained and have a level of skill commensurate with the requirements of this Agreement, and Contractor will promptly
replace any person who is performing Services under this Agreement upon City's reasonable request.
7.6 Services Not to be Withheld. Contractor represents, warrants, and agrees that during the term of this Agreement
it will not withhold Services under this Agreement (including, without limitation, implementation, termination
transition assistance services) or access to the Facilities for any reason, including, but not limited to, a dispute between
the parties arising under this Agreement, another agreement between the parties, or any unrelated dispute between
the parties.
7.7 Viruses. Contractor represents, warrants, and covenants that the Software does not and will not contain any
computer code designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic
disruptions or distortions, the operation of the Software or any System (referred to as “viruses” or “worms”).
7.8 Other Code. Contractor represents, warrants, and covenants that the Software Programs, if and when released
to City or deposited in escrow pursuant to Section 3.3, does not and will not contain any computer code that: (a)
would disable the Software or any System or impair in any way their operation based on the elapsing of a period of
time, the exceeding of an authorized number of copies or scope of use, or the advancement to a particular date or
other numeral (referred to as “time bombs,” “time locks,” “license keys,” or “drop dead” devices); (b) would permit
Contractor or any third party to access the Software or any System (referred to as “traps,” “access codes,” or “trap
door” devices); or (c) would permit Contractor or any third party to track, monitor or otherwise report the operation
and use of the Software by City or any of its customers or clients.
7.9 Documentation. Contractor represents, warrants and covenants that the Documentation: (a) does and will
accurately and completely describe the relevant Software Programs; (b) is and will be complete, free of errors and
sufficiently detailed to allow City's personnel to operate and use such Software Programs; and (c) will be updated as
and when any Upgrade is provided for such Software Programs and such updated Documentation will be delivered
by Contractor to City promptly upon any such update.
7.10 Open Source. Contractor warrants that, except as approved by City, and for so long as the Services are to be
provided by Contractor, (a) the Licensed Materials, including any Custom Programs, do not and will not include “open
source software” or any derivative work thereof, and (b) Contractor shall not include in any deliverables or other work
product created by Contractor for delivery to City any “open source” software or any derivative work thereof;
provided, however, that Contractor may use or distribute “open source” software if such software is not included in
the Software Products and is not installed and used by Contractor at City's premises (as in the case of software used
only by Contractor in Contractor's own internal systems), or if such software as used by Contractor is not combined,
incorporated, merged, or dynamically linked with any proprietary software owned or used by City (as in the case of
development tools or devices that include “open source software” but do not introduce any part of such software into
any deliverables, work product, or other City software). For purposes of this Supplement, “open source” software
means any software that is licensed or provided, in whole or in part, pursuant to a license or terms of use that allows
users to run, copy, distribute, study, change and improve the software without any obligation of the user to pay fees
or royalties, and which contains one or more of the following restrictions: (i) the user may not sublicense, resell or
distribute the same software or any derivate work thereof under different terms of use, (ii) the user may not charge
license fees for the sublicense, resale or distribution thereof, (iii) the user must release source code to any third party
to whom such software or any derivative work thereof is distributed, (iv) the user may not claim copyright or other
intellectual property rights in any derivative work thereof, or (v) the user is prohibited from discriminating by
restricting the persons or purposes for which the software is used. Excluded from the definition of “open source
software” is software that is readily available in source code form but is not subject to any restriction on the further
use or distribution thereof or any derivative work thereof, including “academic licenses” such as the MIT (aka XII)
License, the Berkeley Software Distribution (BSD) license, and the Mozilla license. Contractor shall apply Contractor's
business continuity and disaster recovery plans as set forth in Exhibit D hereto in conjunction with the Services.
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7.11 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER
WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.12 Limitation of Liability. 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 THE
AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT
SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN
CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU
HEREUNDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY SCHEDULE, IN NO
EVENT WILL CONTRACTOR OR CITY OR ITS RESELLERS BE LIABLE FOR ANY OF THE FOLLOWING: LOST PROFITS, LOST
REVENUE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OR EXCLUSION OF
CONTRACTOR'S LIABILITY WILL APPLY WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATING TO SECTIONS 3
(“IP LICENSE”), 4 (“NON-DISCLOSURE”), 7.6 (“VIRUSES”), 7.7 (“OTHER CODE”) AND 8 (“INTELLECTUAL PROPERTY
INDEMNIFICATION”) OF THIS AGREEMENT, AN “ABANDONMENT” BY CONTRACTOR OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AS DESCRIBED HEREIN, OR ITS WILLFUL MISCONDUCT OR NEGLIGENCE, OR ANY CLAIMS FOR PERSONAL
INJURY OR PROPERTY DAMAGE (INCLUDING WITHOUT LIMITATION ALL COSTS ASSOCIATED WITH THE RECOVERY OR
REPLACEMENT OF LOST OR DAMAGED DATA). For the avoidance of doubt, any fines or penalties assessed on a party
under applicable law arising out of the other party's breach of this Agreement are direct damages.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
8.1 Indemnification by Contractor. Contractor, at its expense, will indemnify, defend and hold harmless City, the
End Users and any of its or their officers, directors, employees, agents, consultants, other representatives, and any
third parties permitted to use the Facilities, Software, or Services (collectively, the “Indemnified Parties”) from all
liabilities, costs, losses, damages and expenses (including reasonable attorneys' and experts' fees and expenses as
well as interparty damages caused by Contractor or third parties) and will reimburse such fees and expenses as they
are incurred, including in connection with any claim or action threatened or brought against the Indemnified Parties,
arising out of or relating to any claim that any of the Facilities, Software or Services or any portion or use thereof
constitutes an infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license,
or other property or proprietary right of any third party, or constitutes the unauthorized use or misappropriation of
any trade secret of any third party. City will promptly notify Contractor of any such claim or action and will reasonably
cooperate with Contractor in the defense of such claim or action, at Contractor's expense.
8.2 City's Right to Participate. Contractor will have the right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise except that City may in its sole discretion participate in the defense
of any such claim or action at City's expense. Without limiting the foregoing, Contractor may not, without City's prior
written consent, settle, compromise, or consent to the entry of any judgment in any such commenced or threatened
claim or action, unless such settlement, compromise or consent: (i) includes an unconditional release of the relevant
Indemnified Parties from all liability arising out of such commenced or threatened claim or action; and (ii) is solely
monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or
on behalf of, any Indemnified Party or otherwise adversely affect any Indemnified Party. If Contractor fails to appoint
an attorney within ten (10) calendar days after City has notified Contractor of any such claim or action, or after
Contractor becomes aware of such claim or action, whichever is earlier, City will have the right to select and appoint
an alternative attorney and the reasonable cost and expense thereof will be paid by Contractor.
8.3 Election of Remedy. If the Facilities, Software or Services or any portion thereof becomes, or in Contractor's or
City's reasonable opinion is likely to become, the subject of any such claim or action, then City may terminate the
relevant Schedule with respect to the affected Services and cease to receive the benefit, directly or indirectly, of the
affected Facilities or Software or require Contractor to either: (i) procure for City the right to continue using the
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Services and Software, or such portion thereof, as contemplated hereunder; (ii) modify the Services and Software, or
such portion thereof, to render same non-infringing (provided such modification does not adversely affect the use of
such Services and Software, or such portion thereof, as reasonably determined by City); or (iii) replace same with an
equally suitable, functionally equivalent, compatible, non-infringing services and software, as reasonably determined
by City. If none of the foregoing is possible and if such Services and Software, is found to infringe by a court, Contractor
or City will have the right to terminate the relevant Schedule with respect to such Services and Software and
Contractor will refund to City all amounts paid by City for such Services and Software. Any termination of any
Schedule(s) by City under this Section will be without prejudice to any other rights and remedies which City may have
under this Agreement or at law or in equity.
9. SERVICE LEVELS; SUPPORT SERVICES
9.1 Service Levels. Contractor shall provide the Services in accordance with the Service Levels set forth in Exhibit C
hereto.
9.2 Support Services. Contractor shall provide the Support Services set forth in Exhibit D hereto.
9.3 Acceptance of Custom Work. Within fifteen (15) business days, or longer should both parties mutually agree to
an extension, from the delivery of each individual Custom Work, the City shall, in its sole discretion, review the Product
Customization and notify Contractor whether it finds the Customizations satisfactory or unsatisfactory. If it is
determined that the Customizations are unsatisfactory, then City shall state in writing the reasons for its
determination, including identifying any nonconformance with the City’s specifications or expectations. Contractor
will promptly correct the deficiencies and reinstall the Customizations, and the approval procedure shall be reapplied
until City 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 City has declared the Customizations satisfactory, the
Customizations shall be considered ‘Accepted’. The parties may agree to an extension of the 15 Business Day deadline
for written response.
10. TERM
10.1 Agreement Term. This Agreement is effective as of the Effective Date and will continue for a period of five years
or until the Agreement is terminated as provided for herein.
10.2 Schedule Term. Each Schedule will commence on the date first set forth in such Schedule and will continue until
the terms of such Schedule or this Agreement expire or are terminated in accordance with Section 11.
11. TERMINATION
11.1 Termination for Breach.
(a) If Contractor materially breaches this Agreement or any Schedule, and such breach is incapable of cure, or such
breach is capable of cure but Contractor does not cure such breach within twenty (20) days after written notice of
material breach, City may terminate the relevant Schedule upon written notice to Contractor. To the extent that
Contractor commits a material breach of a nature which goes beyond the relevant Schedule, City may terminate: (a)
this Agreement (in which event all of the other Schedules will terminate concurrently therewith); or (b) all affected
Schedules. Termination of a Schedule or this Agreement will be without prejudice to any other rights and remedies
that the non-defaulting party may have under this Agreement or at law or in equity.
(b) Contractor may terminate this Agreement if City materially breaches the payment or license terms of this
Agreement and (i) such breach is incapable of cure, or (ii) such breach is capable of cure and City fails to pay
undisputed amounts under a particular invoice within three (3) months after such amounts are due, and Contractor
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has notified City of its intent to terminate this Agreement and City has not cured such breach within thirty (30) days
of receipt of such notice.
11.2 Termination for Convenience by Client; No “Abandonment”.
(a) City may terminate this Agreement or any Schedule hereunder at any time upon 60 days written notice to
Contractor. In the event of such termination, City agrees to pay a SaaS Recovery Amount equivalent to 50% of the
Subscription fees for the remainder of the initial term of the Agreement.
(b) This Agreement shall automatically expire or terminate upon expiration or termination of this Agreement, unless
such termination occurs in conjunction with an Interruption.
(c) Notwithstanding any other provision in this Agreement to the contrary, Contractor agrees that it will not “abandon”
its obligations under this Agreement, unless and until this Agreement is terminated and the requirements of Section
3 and 11.3–11.4 hereof have been carried out in full. For purposes hereof, “abandon” means the threatened or actual
intentional refusal by Contractor to provide or perform any of the Services required of Contractor under this
Agreement, regardless of the reason. If Contractor breaches or threatens to breach this Section, Contractor agrees
that City will be irreparably harmed, and, without any additional findings of irreparable injury or harm or other
considerations of public policy, City shall be entitled to apply to a court or tribunal of competent jurisdiction for and,
provided City follows the appropriate procedural requirements (e.g., notice), Contractor shall not oppose the granting
of an injunction compelling specific performance by Contractor of Contractor's obligations under this Agreement
without the necessity of posting any bond or other security. Contractor further agrees not to oppose any such
application for injunctive relief by City except to require that City shall establish that Contractor has committed
abandonment.
11.3 Exit Plan. In the event of any expiration or termination of this Agreement, the Parties shall prepare and carry
out an Exit Plan on the terms set forth in Exhibit F hereto.
11.4 Services Wind Down Period. Any expiration or termination of this Agreement or any of the Schedules, Client
shall be entitled to continued provision of the Services by the Provider and access to the Facilities for a period of time
determined by Client, not to exceed ninety (90) days and provided City continues to pay for such Services, required
for Client to wind down its current use of the Services or to make a transition to alternate services providers or
facilities.
12. INSURANCE
(a) Insurance Coverage. Contractor will, during the term of this Agreement, at its sole cost and expense, obtain and
maintain in full force and effect, subject to City's reasonable approval, the insurance coverage in the minimum
amounts and on the terms set forth in Exhibit G hereto or such other amounts as may be set forth in a Schedule. All
insurance required hereunder to be carried by Contractor (as well as any approved subcontractors or agents) will be
with sound and reputable insurers and on forms as both are reasonably satisfactory to City.
(b) Insurance Certificates. Contractor will provide City with a copy of all relevant certificates of insurance upon City's
request including those evidencing that City has been added as an additional insured. Certificates are to be delivered
to City at the address set forth in the applicable Schedule prior to delivery of any Software Program(s) hereunder, and
annually thereafter, and at least thirty (30) days prior to any expiration of each insurance policy.
(c) Waiver of Rights of Recovery. Contractor waives all rights of recovery against City and its subcontractors or
agents that Contractor may have or acquire because of deductible clauses in or inadequacy of limits of any policies
of insurance that are secured and maintained by Contractor. Contractor will require its approved subcontractors and
agents to waive the rights of recovery (as the aforesaid waiver by Contractor) against City, Contractor and their other
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subcontractors or agents and deliver evidence of such waiver to City before such subcontractors or agents perform
any Services.
(d) No Limitation. Nothing in this Section will be construed as limiting Contractor's (or any subcontractor's or agent's)
liability to City or any third party. The mere purchase and existence of insurance does not reduce or release Contractor
from liability incurred or assumed within the scope of this Agreement. Contractor's failure to maintain insurance will
not relieve it of liability under this Agreement.
(e) Claims. Contractor will promptly make a full written report to City as to all accidents or claims for damage arising
from or in connection with: (i) this Agreement; (ii) the discharge of Contractor's duties under this Agreement or any
Schedule; or (iii) the presence of Contractor or Contractor's Representatives on City's premises. Contractor will
cooperate fully with City and with any insurance carrier in the investigation and defense of all such accidents and
claims, such obligation to survive the termination or expiration of this Agreement.
13. DISASTER RECOVERY
An outline and executive summary of Contractor's business continuity and disaster recovery plan is attached as
Exhibit E hereto (such outline and summary plus all of Contractor's supporting detailed documentation and plans as
contemplated by the provisions of this Section, the “Disaster Recovery Plan”). The Disaster Recovery Plan for all
Services shall: (a) be designed to continue all Contractor business operations that are critical to the overall operation
and functionality of the Services notwithstanding the occurrence of a Crisis; (b) specify procedures and frequency of
testing; and (c) shall be, and shall be maintained consistent with, then-current generally accepted industry
standards. The Disaster Recovery Plan shall specifically address the ability of Contractor to provide each of the
Services in the event of a Crisis. The Disaster Recovery Plan shall provide, among other things, a mechanism for the
redundancy or back-up of business operations designed to keep the Services from becoming unavailable as
Unscheduled Downtime as defined in the Service Level Agreement due to a Crisis and to permit the related business
operations of City to be re-instituted in a time period that permits the ongoing operation and functionality of City's
business to which the Services relate. Without limiting the generality of the foregoing, the Disaster Recovery Plan shall
address all of the computer software, computer hardware (whether general or special purpose), telecommunications
capabilities (including all voice, data and video networks) and other similar or related items of automated,
computerized, and/or software system(s) and any other network(s) or system(s) that are used by or relied on by
Contractor in the provision of the Services and the manner in which Contractor will re-institute the processing of
relevant information in a time period that permits the ongoing operation and functionality of City's business to which
the Services relate. Notwithstanding the foregoing, if a Crisis prevents Contractor from providing the Services to City,
Contractor shall allocate its efforts and resources to restoring City's Services no less favorably to City than it allocates
to any of its other Clients affected by the Crisis.
14. GENERAL
14.1 Force Majeure.
(a) For purposes of this Agreement “Force Majeure” means an event that is outside the reasonable control of a Party,
or that with the exercise of due diligence or reasonable business practices could not reasonably have been prevented,
avoided or removed by that Party, and that prevents that Party from performing its obligations under this Agreement
and does not result from such Party's negligence or the negligence of its agents, employees or subcontractors,
including unforeseeable events such as acts of God, earthquakes, storms, floods, natural events, wars, court order,
rebellions, riots, strikes, civil disturbances, acts of foreign and/or domestic governmental authorities, labor strikes
and lockouts, but excluding any failure by a third party to supply any materials or components to Contractor unless
such failure is itself the result of Force Majeure affecting such third party.
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(b) Upon the occurrence of an event of Force Majeure with respect to a Party, its obligations under this Agreement
will, to the extent that they are affected by the event of Force Majeure, be suspended; provided, however, that under
no circumstances will a Party's obligations to pay any amounts due under this Agreement be suspended nor
Contractor’s disaster recovery obligations under sections 5.7 and 13. Any Party affected by an event of Force Majeure
will promptly inform the other Party and will use commercially reasonable efforts to fulfill its obligations under this
Agreement and to remove or avoid any disability and mitigate any damages caused by such event of Force Majeure
at the earliest practicable time and to the greatest extent possible.
14.2 License of Intellectual Property; 365(n). The Software is “intellectual property” as defined in 11 U.S.C.A.
101(35A) which has been licensed hereunder in a contemporaneous exchange for value and this Agreement will be
governed by 11 U.S.C.A. 365(n), as the same may be amended or supplemented from time to time, if Contractor files
for bankruptcy.
14.3 UCITA Not Applicable. This Agreement and the transactions contemplated herein are not and will never be
subject to the Uniform Computer Information Transactions Act (prepared by the National Conference of
Commissioners on Uniform State Laws) as currently enacted by any jurisdiction or as may be codified or amended
from time to time by any jurisdiction.
14.4 Contractor Financial Assurances. Upon City's request (to be made not more than once per year) Contractor
will provide City with financial information of Contractor which will allow City to adequately assess Contractor's
creditworthiness. Contractor will not provide City with any nonpublic financial information unless it is requested by
the City Manager or City Manager’s designee of City in writing under this Section.
14.5 Assignment. Neither party will assign its rights or obligations under this Agreement without the prior written
consent of the other party which shall not be unreasonably delayed or withheld, and any purported assignment
without required consent shall be void; provided, that: (a) either Party may collaterally assign this Agreement in
connection with any financing or an acquisition of all or substantially all of such Party's assets and business, and (b)
City may assign this Agreement to one or more Affiliates or Resellers (but any payment obligations shall remain the
primary obligation of the City). Subject to the foregoing limitations, this Agreement will be binding upon the parties
and their respective legal successors and permitted assigns.
14.6 Notices. Unless otherwise provided, notice under this Agreement must be in writing and will be deemed to
have been duly given and received either (a) on the date of service if personally served on the party to whom
notice is to be given, or (b) on the date notice is sent if by electronic mail, or (c) on the third day after the date
of the postmark of deposit by first class United States mail, registered or certified, postage prepaid and properly
addressed as follows:
For the City
For the Contractor
Name: Christina Pryor, CPPO
Name: Stefan Baerg
Title: Purchasing Manager
Title: SVP Sales, Questica & eCivis
Address: 175 S. Arizona Ave., 3rd Floor
Address: Questica Ltd. c/o GTY Technology Holdings, Inc.
385 E. Colorado Blvd. #260
Chandler, AZ 85225
Pasadena, CA 91101
Phone: 480-782-2403
Phone: 877-707-7755 x 4588
Email: christina.pryor@chandleraz.gov
Email: sbaerg@questica.com
14.7 Remedies. Each party acknowledges that a breach of certain of its obligations under this Agreement each party's
confidentiality obligations set forth in this Agreement) other than any payment obligations hereunder, may result in
irreparable and continuing damage to the other party for which monetary damages may not be sufficient, and agrees
that the other party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive
or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.
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14.8 Interpretation. The terms and conditions of this Agreement are the result of negotiations between the parties.
The parties intend that this Agreement should not be construed in favor of or against any party by reason of the
extent to which any party or its professional advisors participated in the preparation or drafting of the Agreement.
Unless the context of this Agreement otherwise indicates when used in a series of items the word “or” will be
construed such that the series may include any of the items, all of the items, or any combination of the items.
14.9 Entire Agreement. This Agreement and all exhibits and schedules attached constitute the complete agreement
and understanding between the parties with respect to the subject matter hereof and supersede all prior agreements
and understandings between the parties.
14.10 Time of the Essence. Contractor acknowledges that time is of the essence with respect to Contractor's
obligations hereunder and that prompt and timely performance of all such obligations, including all timetables,
milestones and other requirements in this Agreement and any Schedule, is strictly required for City in light of its
schedules and commitments.
14.11 No Waiver by Conduct. No waiver of any of the terms of this Agreement or any Schedule will be valid unless
in writing and designated as such. Any forbearance or delay on the part of either party in enforcing any of its rights
under this Agreement will not be construed as a waiver of such right to enforce the same for such occurrence or any
other occurrence.
14.12 Independent Contractor. Contractor acknowledges that it is acting as an independent contractor, that
Contractor is solely responsible for its actions or inactions, and that nothing in this Agreement will be construed to
create an agency or employment relationship between City and Contractor or its Representatives. Contractor is not
authorized to enter into contracts or agreements on behalf of City or to otherwise create obligations of City to third
parties. Neither Contractor nor any of its Representatives are City employees for any purpose, including for: (i) federal,
state or local tax, employment, withholding or reporting purposes; or (ii) eligibility or entitlement to any benefit under
any of the City's employee benefit plans (including those that are subject to the Employee Retirement Income Security
Act of 1974, as amended), incentive, compensation or other employee programs or policies (collectively, “Benefit
Plans”). Contractor agrees that all such Representatives will be informed that they are employees solely of Contractor,
or its agent or subcontractor if applicable, and not eligible to participate in any Benefit Plan. Contractor agrees that
Contractor is solely responsible for payment of all applicable workers' compensation, disability benefits and
unemployment insurance, and for withholding and paying such employment taxes and income withholding taxes as
required.
14.13 Non-exclusivity. Contractor acknowledges that City may from time to time enter into other transactions with
companies that may be competitors, suppliers or customers of Contractor. No such activities will be affected by City's
agreement to enter into this Agreement.
14.14 No Publicity. Contractor agrees not to disclose the identity of City or its End Users or any of their directors,
officers, managers, employees, consultants or agents as a customer or prospective customer of Contractor or the
existence or nature of this Agreement without the City’s prior written consent. Without limiting the generality of the
foregoing, Contractor will not use, in advertising. publicity or otherwise, the name of City or its End Users or any of
their directors, officers, managers, employees, consultants or agents or any trade name, trademark, service mark,
logo, or symbol of City or its End Users.
14.15 Severability. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal
or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired
and will remain in full force and effect, and the invalid, illegal or unenforceable provision will be replaced by a valid,
legal and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal or
unenforceable provision.
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14.16 Survival. Any provision of this Agreement which, by its nature, would survive termination or expiration of this
Agreement will survive any such termination or expiration of this Agreement, including Sections 2.3 (“Grant of
License”), 3 (“IP License”), 4 (“Non-Disclosure”), 7 (“Representations, Warranties, Covenants and Limitation of Liability”),
8 (“Intellectual Property Indemnification”), 11 (“Termination”), 14 (“General”) and corresponding Exhibits and
Schedules.
14.17 Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of
the State of Arizona, without regard to its choice of laws principles. Notwithstanding the fact that some of the Products
may be manufactured outside the United States, the Parties hereby expressly disclaim the application of the United
Nations Convention on the Sale of Goods.
14.18 Counterparts; Method of Amendment. This Agreement, each Schedule and any amendments thereto may
be executed in counterparts and will not be effective or enforceable unless and until it is executed with the
handwritten signature of an authorized representative of each of the relevant entities. Without limiting the foregoing,
none of the following will amend or modify this Agreement or result in the execution of a Schedule: (i) terms and
conditions which are displayed or conveyed electronically or are associated with, or are responded to by the operation
of a mouse or other pointing device, typing on a keyboard, “virtual” actions, an automated computer program, the
removal of shrinkwrap, the opening of a package, the loading or use of software or other goods or services, or any
other action other than such a handwritten signature as described in the previous sentence; or (ii) payment by City of
any License Fees, Maintenance Fees or other consideration to Contractor or use of or any other action with respect
to the Software Programs or Maintenance Services.
14.19 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties required not
disposed of by agreement between Contractor and City, the final determination at the administrative level will
be made by the City Purchasing and Materials Manager.
14.20 City's Right of Cancellation. The parties acknowledge that this Agreement is subject to cancellation by
City under the provisions of A.R.S. § 38-511.
14.21 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not currently
engaged in, and agrees for the duration of the Services Agreement and this Agreement, not to engage in a
boycott of Israel as defined by state statute.
14.22 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to any
contractor (as defined under A.R.S.) who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their compliance with all
federal immigration laws and regulations that relate to their employees and their compliance with§ 23-214,
subsection A. A breach of this warranty will be deemed a material breach of the parties’ agreement and may be
subject to penalties up to and including termination of the parties’ agreement. City retains the legal right to
inspect the papers of any Contractor’s or subcontractor’s employee who provides services under this Agreement
to ensure that the Contractor and subcontractors comply with the warranty under this provision.
14.23 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a contract to
any natural person who cannot establish that such person is lawfully present in the United States. To establish
lawful presence, a person must produce qualifying identification and sign a City-provided affidavit affirming that
the identification provided is genuine. This requirement will be imposed at the time of contract award. This
requirement does not apply to business organizations such as corporations, partnerships, or limited liability
companies.
14.24 Covenant Against Contingent Fees. Contractor warrants that no person has been employed or retained
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to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, and that no member of the Chandler City Council, or any City employee has any
interest, financially, or otherwise, in Contractor’s firm. For breach or violation of this warrant, City may annul
this Agreement without liability or, at its discretion, to deduct from the Services Agreement price or
consideration, the full amount of such commission, percentage, brokerage, or contingent fee.
14.25 Non-Waiver Provision. The failure of either party to enforce any of the provisions of this Agreement or
to require performance of the other party of any of the provisions hereof must not be construed to be a waiver
of such provisions, nor must it affect the validity of this Agreement or any part thereof, or the right of either
Party to thereafter enforce each and every provision.
14.26 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential conflicts of
interest, Contractor must provide written notice to City, as set forth in this Agreement, of any work or services
performed by Contractor for third parties that may involve or be associated with any real property or personal
property owned or leased by City. Such notice must be given 7 business days prior to commencement of the
services by Contractor for a third party, or 7 business days prior to an adverse action as defined below. Written
notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An adverse action under
this Agreement includes, but is not limited to: (a) using data as defined in this Agreement acquired in connection
with this Agreement to assist a third party in pursuing administrative or judicial action against City; or (b)
testifying or providing evidence on behalf of any person in connection with an administrative or judicial action
against the City; or (c) using data to produce income for Contractor or its employees independently of
performing the services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the services performed by
Contractor under this Agreement are not expected to create an interest with any person, entity, or third-party
project that is or may be adverse to the City’s interests. Contractor’s failure to provide a written notice and
disclosure of the information as set forth in this Section constitute a material breach of the parties’ agreement.
14.27 Jurisdiction and Venue. Any action to enforce any provision of this Agreement or to obtain any remedy
with respect hereto must be brought in the courts located in Maricopa County, Arizona, and for this purpose,
each party hereby expressly and irrevocably consents to the jurisdiction and venue of such court.
14.28 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date and continue
in full force and effect until it is terminated or expires in accordance with the provisions of this Agreement. The parties
recognize that the continuation of this Agreement after the close of the City’s fiscal year, which ends on June 30 of
each year, is subject to the City Council's approval of a budget that includes an appropriation for this item as an
expenditure. The City does not represent that this budget item will be actually adopted. This determination is solely
made by the City Council at the time Council adopts the budget.
14.29 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of the Contractor,
this Agreement may be extended for use by other municipalities, school districts and government agencies of
the State. Any such usage by other entities must be in accordance with the ordinance, charter and/or
procurement rules and regulations of the respective political entity.
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City will
not be responsible for any disputes arising out of transactions made by other agencies who utilize this
Agreement.
14.30 Exhibits, Precedence of Documents. The following exhibits are made a part of this Agreement and are
incorporated by reference:
Exhibit A – Scope of Services
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Exhibit B – Fee Schedule
Exhibit C – Service Level Requirements
Exhibit D – Support Services Requirements
Exhibit E – Disaster Recovery Plan
Exhibit F – Exit Plan
Exhibit G – Insurance Requirements
In the event of a conflict in the terms and conditions or a legal ambiguity arises among this Agreement and the
attached exhibits, the documents in the following order prevail and control: (1) this Agreement; (2) Exhibit A –
Scope of Services; (3) Exhibit B – Fee Schedule; (4) Exhibit C – Service Level Requirements; (5) Exhibit D – Support
Services Requirements; (6) Exhibit E – Disaster Recovery Plan; (7) Exhibit F – Exit Plan; and (8) Exhibit G –
Insurance Requirements.
14.32 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.
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EXHIBIT A
SCOPE OF WORK
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.
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 Division, each in turn rolling up to a single Department;
• The GL Account/Account Category, Department/Division, Fund Category/Fund, and Asset Category/Asset Type
structures must be consistent across all years and across the modules (Operating, Personnel, Capital, and
Performance);
• GL Account Categories must be categorized as containing either a revenue or expenditure accounts;
• 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 Divisions) 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.
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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, unless otherwise specified in the Customizations section of this
agreement.
• 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.
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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 “2.10. Customizations” of this
Scope of Work document. Sections prior to “2.10. 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.
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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.
2.1. Questica Budget Configuration & Shared Components
Functional Area
Description
Scope of Work
Implementation and
Production Hosting
Hosting of a single production instance of
the Questica Budget system, as well as
additional sandboxes for The Customer's
development/test/QA/training needs.
In addition to these server instances, 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 4.6 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);
• A ClickOnce browser extension (if self-
serve report authoring is required from
browsers other than Internet Explorer or
Edge), or Microsoft's freely available
desktop version of Report Builder
installed.
In scope:
As per hosting agreement.
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;
Reporting requirements. This process will
require the participation of stakeholders
in group workshops and may include or
one-on-one workshops. Budget Process
End to end review, including high level
descriptions of the tasks performed, the
timing of these tasks, and dependencies,
including impact of planned position
In scope with: 4 half day workshop(s);- Gap
document describing Questica's
understanding of gaps, options for filling
the gaps, selected option (where one has
been identified).
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control configuration changes made in
Oracle.
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 Accounts Determine 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 Budgeting Review and
refine personnel budgeting process and
data. To include common personnel
budget issues including vacant positions,
overtime, benefits, allowances, and
statutory deductions. Reporting
Requirements Ensure 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.
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;
In scope with:
- 4 half day workshop(s) (or equivalent in
one-on-one interviews);
- Change management plan;
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- 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.
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
“2.11.1. 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, to be documented through a
mutually agreed upon Change Order.
Questica PM will make reasonable efforts
to be available during Arizona time zone
hours.
In scope with:- One weekly status
meeting;- 35 weeks of project
management and analysis contiguous
from project kick-off, or until all other
implementation services are delivered,
whichever occurs first.
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
Not in scope
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is considered as multiple visits (one per
individual attending).
Meeting premises, facilities (including
external internet access) and equipment
are 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 (Azure AD)
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:• Department/Division
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
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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
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 4 years of future forecast
data. Questica will repeat the import once,
to accommodate a refresh prior to going
live.
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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 2 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 Oracle
Financials general ledger at the approved
budget with full account string detail 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 operating
budget.
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Amended Budget
Export
Automated facility to transfer individual
approved amendments to the Operating
module budget data, from Questica
Budget to The Customer’s Oracle
Financials 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 2 points of integration for the
operating budget amendments.
Actuals Import
Automated facility to transfer actual and
encumbrance data from The Customer’s
Oracle Financials 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
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Statistical Actuals
Import
Automated facility to transfer actual data
from a single target 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
In scope:
Questica will create no more than 1 point
of integration for the payroll actuals.
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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.
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.
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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 9 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.
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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.
In scope:Questica will import up to 2 years
of actual costs. The Customer can add
older actuals manually or using Questica
Budget's spreadsheet import feature if
desired.
Integration
Budget Export
Automated facility to transfer the Capital
module budget data from Questica Budget
to The Customer’s Oracle Financials
general ledger or project system with full
GL string capabilities 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 Oracle
Financials 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 2 points
of integration for the capital project
budget amendments.
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Actuals Import
Automated facility to transfer actual data
from The Customer’s Oracle Financials
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 target 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.
Reserved
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).
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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.
Not in scope:
Users will enter measure actuals data
using the user interface or Excel
export/import.
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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 “Visualizations”, 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
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.
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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 (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 tailored to The Customer's
process.
Not in scope
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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: Up to 3 training sessions will be
held on this topic.
Train-the-Trainer:
Operating
“Train the trainer” training in the use of
Questica Budget's Operating module, to
include statistical budget.
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 4 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:
Performance
Measures
“Train the trainer” training in the use of
Questica Budget's Performance module is
via pre-recorded training video.
In Scope
Train-the-User:
Performance
Measures
“Train the user” training in the use of
Questica Budget's Performance module.
Customer task
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2.9. Operating Budget Book
Functional Area
Description
Scope of Work
Professional
Services
Description of Joint Onboarding for Proposed and Adopted Budget Books for City of Chandler
utilizing Workiva Documents, Spreadsheets and Wdata.
Onboarding
CPA, Project Manager and Client Success Manager assigned
to engagement.
Guide the Client through the entire implementation.
Provide consulting on how to Publish Proposed and
Adopted Books utilizing one document in Wdesk.
In Scope:
Questica will provide
professional services.
City will review, test and sign-
off on all work within five (5)
business days of receipt of
Contractor’s work, unless
otherwise agreed to by the
Parties.
Document
Accessibility
Remediation
Professional Services – Document Accessibility
Remediation)- 2022-23_Adopted_Budget_Book.pdf
In Scope:
Alternative text for all
images, diagrams, charts,
flowcharts, maps, and math
formulas and symbols, is to
be provided by the client.
Alternative text is required
for any graphic that provide
content and should
sufficiently convey this
content to a screen reader
user.
The alternative text will need
to be provided at least 2
business days before the
scheduled project delivery of
the remediation services. If
the alternative text is not
provided before the
scheduled delivery date,
Contractor will proceed to
deliver the project without
the alternative text and mark
the corresponding
checkpoint as "failed" in the
associated compliance
report(s). In that case, if the
client provides the
alternative text within 3
calendar months, Contractor
will add the alternative text
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and generate new
compliance report(s) at no
additional charge.
Initial Data Load
Importing Data
Importing and combining into one document in Wdesk the
Combined Proposed Book FY 2022-23 (Estimated 459
pages) and City of Chandler Annual Budget 2022-23
(Estimated 595 pages), get the basic sections setup and
provide up to 347 pages of linking. By combining the books
into one document we estimate the size of the document
built in Wdesk to be 693 pages.
We have utilized the Client’s Combined Proposed Book FY
2021-22 (459 pages, provided by Client) and City of
Chandler Annual Budget 2021-22 (595 pages, located here:
https://www.chandleraz.gov/sites/default/files/2021-
22_Adopted_Budget_Book.pdf) as the definition of your
requirements in regards to scoping this project. By
combining the books into one document in Wdesk we
estimate the size of the new document built in to be 693
pages. Please note the FY 2021-22 documents mentioned
above have been utilized for scoping requirements as the
2022-23 Combined Proposed and Annual budget are not
available at this time. Should the size of the document (693
pages) being setup vary in size or complexity significantly,
additional fees may accrue.
In Scope:
Loading Data
Assist with loading data and demonstrate how to tag and
group imported data.
In Scope
Integration
Set Up Wdata
Set up Wdata and chains, building a connection from
Client’s Wdata to accounting system or folder.
In Scope
Wdesk
Spreadsheets
Spreadsheets built out in Wdesk.
In Scope
Data Model
Provide data model purpose-built for municipalities.
In Scope
Training
Team members working in the project will take the courses
recommended by Contractor from the Workiva Learning
Hub.
In Scope
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Project SME/Champion(s) attend 1.5 hours education
session on the using Wdata and Wdesk.
City of Chandler
Responsibilities
Client provides Contractor with access to the organization’s
Wdesk instance.
With the Joint Onboarding the Client is responsible for
performing the vast majority of implementation tasks.
Consequently, Client will be primarily responsible for
meeting project timelines and deadlines.
The Client uploads the Combined Proposed Book FY 2022-
23 (Estimated 459 pages) and City of Chandler Annual
Budget 2022-23 (Estimated 595 pages) related data and
documents per Contractor instructions for the Contractor
consultant to review prior to Project Kickoff.
Provide on-going guidance to the Contractor team
respecting presentation and disclosure requirements,
general ledger structure, year-end processes, etc., as
necessary.
Group all accounts by, at minimum, by Object and Function
as recommended/advised by Contractor within Wdesk.
Reconcile the financial data within the Wdesk as necessary
to agree with previously published reports. This process
may also require posting adjusting journal entries within
Wdesk or accounting system. If this is necessary, the Client
will be responsible for this work.
Link out the 346 pages of the 693-page document not
linked by Contractor.
Provide a mapping/group legend for each value in the
statements, schedules, and notes.
Complete miscellaneous tasks as may be assigned during
the implementation including the configuration of any work
papers deemed necessary to automate complex values.
Review, test and sign-off on all Contractor work within five
(5) business days of receipt of Contractor’s work.
Alternative text for all images, diagrams, charts, flowcharts,
maps, and math formulas and symbols, is to be provided
by the client. Alternative text is required for any graphic
that provide content and should sufficiently convey this
content to a screen reader user. The alternative text will
need to be provided at least 2 business days before the
scheduled project delivery of the remediation services. If
the alternative text is not provided before the scheduled
delivery date, Contractor will proceed to deliver the project
without the alternative text and mark the corresponding
checkpoint as "failed" in the associated compliance
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report(s). In that case, if the client provides the alternative
text within 3 calendar months, Contractor will add the
alternative text and generate new compliance report(s) at
no additional charge.
Project
Completion
Project timeline is 12-14 weeks after kickoff call.
The project is complete when the City of Chandler
Combined Proposed Book FY 2022-23 and City of Chandler
Annual Budget 2022-23 is recreated in Wdesk with
accepted exceptions and City signoff.
Twenty-five hours AfterCare Support through F.H. Black &
Company Inc. are valid for three years from the project
completion date. Additional AfterCare Support can be
purchased any time with the purchase of a service level
agreement.
Anything outside of the above scope of work is outside the
scope of this project and will need to be identified and
quoted separately.
CIP Budget Book – The Parties agree to review this section of the SOW and mutually sign-off prior to any
commencement of work related to the CIP Budget Book. Any changes to this SOW must be documented through an
agreed upon Change Order. If any changes to this section result in a material reduction scope, any resulting reduction
in cost will be credited to the City and returned in the event that payment has already been made.
Functional Area
Description
Scope of Work
Professional
Services
Guided Self-Onboarding Capital Improvement Program 2023-2032 for City of Chandler utilizing
Workiva Documents, Spreadsheets and Wdata.
Onboarding
CPA, Project Manager and Client Success Manager assigned
to engagement.
Guide the Client through the entire implementation.
Importing the Capital Improvement Program 2023-2032
(Estimated 281 pages), get the basic sections setup and
provide up to 10 pages of linking.
In Scope:
Questica will provide
professional services.
City will review, test and sign-
off on all work within five (5)
business days of receipt of
Contractor’s work, unless
otherwise agreed to by the
Parties.
Document
Accessibility
Remediation
Professional Services – Document Accessibility
Remediation)- 2022-23_Adopted_Budget_Book.pdf
In Scope:
Alternative text for all
images, diagrams, charts,
flowcharts, maps, and math
formulas and symbols, is to
be provided by the client.
Alternative text is required
for any graphic that provide
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content and should
sufficiently convey this
content to a screen reader
user.
The alternative text will need
to be provided at least 2
business days before the
scheduled project delivery of
the remediation services. If
the alternative text is not
provided before the
scheduled delivery date,
Contractor will proceed to
deliver the project without
the alternative text and mark
the corresponding
checkpoint as "failed" in the
associated compliance
report(s). In that case, if the
client provides the
alternative text within 3
calendar months, Contractor
will add the alternative text
and generate new
compliance report(s) at no
additional charge.
Initial Data Load
Importing Data
Importing the Capital Improvement Program 2023-2032
(Estimated 281 pages), get the basic sections setup and
provide up to 10 pages of linking.
We have utilized the Client’s Capital Improvement Program
2022-2031 (located here https://
www.chandleraz.gov/sites/default/files/2022-
2031_Capital_Improvement_Program.pdf) as the definition
of your requirements in regard to scoping this project.
Please note the Capital Improvement Program 2022-2031
documents mentioned above have been utilized for
scoping requirements as the 2023-32 are not available at
this time. Should the size of the document (Estimated 281
pages) being setup vary in size or complexity significantly,
additional fees may accrue.
In Scope:
Loading Data
Assist with loading data and demonstrate how to tag and
group imported data.
In Scope
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Integration
Set Up Wdata
Set up Wdata and chains, building a connection from
Client’s Wdata to accounting system or folder.
In Scope
Wdesk
Spreadsheets
Spreadsheets built out in Wdesk.
In Scope
Data Model
Provide data model purpose-built for municipalities.
In Scope
Training
Team members working in the project will take the courses
recommended by Contractor from the Workiva Learning
Hub.
Project SME/Champion(s) attend 1.5 hours education
session on the using Wdata and Wdesk.
In Scope
City of Chandler
Responsibilities
Client provides Contractor with access to the organization’s
Wdesk instance.
With the Guided Self-Onboarding the Client is responsible
for performing the vast majority of
implementation tasks. Consequently, Client will be
primarily responsible for meeting project
timelines and deadlines.
The Client uploads the Capital Improvement Program 2023-
2032 related data and documents per
Contractor instructions for the FHB consultant to review
prior to Project Kickoff.
Provide on-going guidance to the Contractor team
respecting presentation and disclosure requirements,
general ledger structure, year-end processes, etc., as
necessary.
Group all accounts by, at minimum, by Object and Function
as recommended/advised by Contractor within Wdesk.
Reconcile the financial data within the Wdesk as necessary
to agree with previously published reports. This process
may also require posting adjusting journal entries within
Wdesk or accounting system. If this is necessary, the Client
will be responsible for this work.
Link out the 271 pages of the 281-page document not
linked by Contractor.
Provide a mapping/group legend for each value in the
statements, schedules, and notes.
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Complete miscellaneous tasks as may be assigned during
the implementation including the configuration of any work
papers deemed necessary to automate complex values.
Review, test and sign-off on all Contractor work within five
(5) business days of receipt of Contractor’s work, unless
otherwise agreed to by the Parties.
Alternative text for all images, diagrams, charts, flowcharts,
maps, and math formulas and symbols, is to be provided
by the client. Alternative text is required for any graphic
that provide content and should sufficiently convey this
content to a screen reader user. The alternative text will
need be provided at least 2 business days before the
scheduled project delivery of the remediation services. If
the alternative text is not provided before the scheduled
delivery date, Contractor will proceed to deliver the project
without the alternative text and mark the corresponding
checkpoint as "failed" in the associated compliance
report(s). In that case, if the client provides the alternative
text within 3 calendar months, Contractor will add the
alternative text and generate new compliance report(s) at
no additional charge.
Project
Completion
Project timeline is 12-14 weeks after kickoff call. The project
is complete when the City of Chandler Capital Improvement
Program 2023-2032 is recreated in Wdesk with accepted
exceptions and City signoff.
Twenty-five hours AfterCare Support through F.H. Black &
Company Inc. are valid for three years of project
completion date. Additional AfterCare Support can be
purchased any time with the purchase of a service level
agreement.
Anything outside of the above scope of work is outside the
scope of this project and will need to be
identified and quoted separately.
2.10. Customizations
Functional Area
Description
Scope of Work
Customizations
Custom Business
Rules (CBRs),
Modifiers, User
Interface
200 hours for unnamed Customizations.
To be determined by City of Chandler and
documented in an agreed upon
specification.
Remaining 100 Hours:
In scope:
This project includes 300 hours identified
exclusively for the development of the
following customizations. Work on these
customizations shall not exceed 300 hours
except on receipt and acceptance of a
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Chart of Account Integration
* Notes: Chart of Account Integration- up
to 6 segments
See all the personnel salary / benefit cost
changes by account based on MOU and
other anticipated changes for current and
forecast years and set vacancy savings
rate.
*Notes: See all the personnel salary /
benefit cost changes by account based on
MOU and other anticipated changes for
current and forecast years and set
vacancy savings rate.
Scenario Locking
*Notes: Lock a budget version so that it
cannot be changed, but is available for
inquiry.
change order, which may require additional
funding.
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.
Custom Reports,
Custom Ad Hoc
Entities and Custom
Dashboards
200 hours for unnamed custom reports.
To be determined by City of Chandler and
documented in an agreed upon
specification.
Remaining 175 Hours:
Reporting:
• See or run a history report of changes
made to budget up until a specific time
period, including changes to DP, CIP,
and Expenditures
• Generate summary & detailed reports
using whole GL string
• Generate a user-friendly dynamic
parameterized reports that provide
access to both summary and detailed
information.
• Generate a DP Report (all DP requests
submitted) that differentiates between
one-time and on-going costs for
general fund, other fund, and revenue
(offset) sliced by Dept, by Fund, by
Category, by Expense Acct Code (4
digits) and full account string
parameters
• Generate a CIP Report (all CIP requests
submitted) that can differentiates
between capital, O&M Cost, and Total
Cost, sliced by Dept, by Project, by
Fund, by Category, by Expense Acct
This project includes 375 hours identified
exclusively for the development of the
following reports and/or ad hoc entities.
Work on these shall not exceed 375 hours
except on receipt and acceptance of a
change order, which may require additional
funding.
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.
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Code (4 digits) and full account string
parameters
• Print / export summary and detailed
reports
2.11.
Project Management
Functional Area
Description
Scope of Work
Project
Management
This is a representation of high-level tasks that will be mutually agreed upon during project
initiation.
Project Management
Activities by Questica
Coordinating the development of the
project plan in consultation with The
Customer project manager and team
members.
Ensure the timely execution of Questica's
deliverables.
Ensuring that members of The Customer
team are sufficiently educated in the
Questica Budget application understand
the implications of initial design decisions.
Providing The Customer with timely and
detailed descriptions of the items
identified as “Customer task” within this
SoW, along with their expected duration
and completion dates.
Providing regular progress status reports
to the key team members.
Advising The Customer of the impact on
the expected delivery dates of any
Questica or Customer deliverable is
advanced or delayed.
Tracking issues through an issue log.
Author and coordinate the approval of
change order estimates, and the execution
of the deliverables approved.
In scope
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Project Management
Activities by City
Running The Customer's project according
to The Customer's norms, standards,
practices, and protocols.
Acting as primary communication point
with the Questica PM.
Providing definitive responses to the
Questica PM on all decision points.
Ensuring the timely execution of The
Customer’s deliverables, as identified
within this SoW, and advising the Questica
PM of expected completion dates.
Ensuring that implementation training
material is reviewed in a timely manner.
Ensuring that change orders contain a full
specification of the changes required.
Ensuring that customizations are fully
specified and documented and receive
Customer sign off.
Ensuring that all Customer team members
have a clear understanding of their
responsibilities to the project.
Approving (sign-off) Questica deliverables.
In scope
Project Planning
Project Planning
Activities by Questica
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
In scope
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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.
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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.
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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. The Parties will determine a mutually
agreeable change order process upon project commencement.
Implementation Breakdown
Breakdown By Type
Type
Hours
BA
Design, Analysis & Configuration
574.00
PM
Project Management
181.00
CO
Consulting
289.00
TR
Training
54.75
INT
Integrations
248.75
DEV
Customizations
349.00
REP
Custom Reports
375.00
PS
IT Services
74.50
PS
Workiva Implementation
924.00
Total In Scope Hours
3,070.00
The City of Chandler may choose to re-distribute hours between focus areas as needed via a $0 Change Order (e.g.,
trade custom reporting time for customization time or for training time). This may also apply to swapping integrations
if needed.
Warranty
Once completed, Questica provides a limited warranty on custom reporting and product customizations for a period
of six months from the ‘Acceptance’ of the report or customization. Modifications to reports and customizations to
support upgrades of Questica within this six-month period are also included in this Limited Warranty. Enhancements
or modifications outside the scope of the accepted specification, scope of work, or authorized change requests are
not warrantied.
Customer Resources
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 third-party systems
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EXHIBIT B
FEE SCHEDULE
This fee schedule reflects the City’s selection of Option 1 and includes unnamed customizations and custom reports.
Description
Qty
Amount
Software Licenses
Questica Budget
Unlimited Operating License Seats
Included
Unlimited Personnel License Seats
Included
Unlimited Capital License Seats
Included
Unlimited Read-Only Licences
Included
Allocations
Included
Statistical Ledger
Included
Performance
Included
Total Software:
$290,213
Recurring Costs
Maintenance & Support
Included
$72,553
Hosting
Included
$15,000
OpenBook Software Subscription
Included
$10,000
Budget Book Software & Annual After-care + Remediation-
(Operating and CIP)
Included
$30,794
Total Recurring Costs (Due Annually):
$128,347
Professional Services (Per Scope of Work)
$473,625
Design, Analysis & Configuration
Included
Project Management + Customer Success Management
Included
Consulting
Included
Training
Included
Customizations
Included
Custom Reports
Included
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IT Services
Included
Budget Book Configuration
$212,353
Total Professional Services (One-Time):
$685,978
Discount
($290,213)
Grand Total Year 1
$814,325
Pricing Terms and Guarantees
•
Questica annual subscription fee is $128,347
•
Questica has agreed to secure the proposed annual costs for 2 years from the contract effective date, and will
apply a 5% inflationary increase beginning in Year 3
•
Questica Annual fees
o
Year 1 is $814,325 (SaaS and Professional Services)
o
Year 2 is $128,347
o
Year 3 is $134,764 (includes 5% increase)
o
Year 4 is $141,503 (includes 5% increase)
o
Year 5 is $148,578 (includes 5% increase)
o
Total 5 Year contract is $1,367,517
•
Above pricing in US dollars
•
Applicable Taxes Extra
•
Terms of Payment:
o
Software Subscription (including annual maintenance, support, and hosting services):
▪
Due 100% upon Contract Effective Date (Net 30) and annually in advance for future years
o
Professional Services:
▪
25% due the earlier of software installation or 30 days from Contract Effective Date
▪
25% due the earlier of historical (Operating) budget available for validation or 90 days from
Contract Effective Date
▪
25% due the earlier of (Operating) actuals import integration configuration created & tested or
120 days from Contract Effective Date
▪
15% due the earlier of completion of training or 180 days from Contract Effective Date
▪
10% due the earlier of final customer acceptance of system implementation or 30 days
continuous use in a production environment
•
Additional Professional Services are available upon request at Questica’s then current hourly rate, currently set
at $225/hr.
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EXHIBIT C
SERVICE LEVEL REQUIREMENTS
The following table sets out the Service Level Metrics applicable to the cloud-based Services.
Service Level
Metric
Description
Metric
Remedy / Remedial Action
1.
Availability
Metric: Availability ≥ 99.9%
Measurement Period: Monthly
Measurement:
“Availability” with respect to any cloud-
based Service in any month equals the
following number divided by the number of
minutes in the month and multiplied by 100:
the difference between the number of
minutes in the month and the minutes of
Down Time for the month.
“Down Time” with respect to any month
equals the sum of all periods of time during
that month when any of the following events
are occurring other than as a result of
Scheduled Maintenance: (i) the cloud-based
Service cannot be accessed by any User; (ii)
the performance of the cloud-base Service is
materially
compromised;
or
(iii)
the
Subscriber is unable to use the cloud-based
Service to access the Subscriber Data; (iv) a
critical function with the cloud-based service
is unavailable or is materially compromised.
“Scheduled
Maintenance”
means
any
maintenance conducted by Vendor: (i)
between 12:00 a.m. and 5:00 a.m. (local time
in Burlington, Ontario) or (ii) during any
maintenance
period
for
which
the
Subscriber has been given written notice at
least three (3) Business Days in advance of
the first day of the maintenance period
(provided that the maintenance period does
not last longer than 24-hours in total).
For failing to meet this Service Level Metric,
the Vendor will provide to the Subscriber a
credit equal to 10% of the value of the
Subscribed Service Fees for the month in
which the Service Level is not achieved.
The waiving of this credit shall be based at
the Subscriber’s discretion in writing.
2.
Restore Time
Metric: No single period of Down Time will
last longer than four (4) hours.
Measurement:
A period of Down Time begins at the earlier
of the following times: (i) when Vendor
becomes aware of the outage or partial
outage through its own monitoring efforts;
See Remedy / Remedial Action for Service
Level Metric #1 (Availability)
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Service Level
Metric
Description
Metric
Remedy / Remedial Action
and (ii) when any one of the Vendor’s
clients reports the outage to Vendor.
A period of Down Time ends when: (i) the
cloud-based Service is functioning in
substantial accordance with its
specifications (i.e., the system is again usable,
and that there are no material issues affecting
users); and (ii) the Subscriber confirms that
it is able to access the affected cloud-based
Service and use the cloud-based Service to
access the Subscriber Data.
3.
Incident
Response
Metric: Incident Response Time Targets Met
100%
Measurement Period: Monthly
Measurement: Incident Response Time
starts at the time an incident is reported by
the Subscriber via the Vendor’s incident
reporting system.
Incident Response Time ends when: (i) the
Vendor starts work on the ticket; and (ii)
when the Vendor acknowledges receipt of
the ticket.
For failing to meet this Service Level Metric,
and provided the Vendor fails to meet the
response Time Targets on more than one
incident in a given month, the Vendor will
provide to the Subscriber a credit equal to a
percentage of the value of the Subscribed
Service Fees for the month in which the
service level metric was not met based on
incident priority:
•
Priority 1 – 10%
•
Priority 2 – 5%
•
Priority 3 – 3%
•
Priority 4 – 3%
The waive of this credit shall be based at
the Subscriber’s discretion in writing.
4.
Incident
Resolution
Metric: Incident Resolution Time Targets
Met ≥ 99%
Measurement Period: Monthly
Measurement: Incident Resolution Time
starts at the time an incident is reported by
the Subscriber via the Vendor’s incident
reporting system.
Incident Resolution Time ends when: (i) a
solution
has
been
provided
and
implemented that resolves the reported
incident; or (ii) a work-a-round acceptable to
the Subscriber is provided that provides a
temporary solution to the reported incident;
or (iii) a time frame for implementation of
the solution to the reported incident has
been established that is acceptable to the
Subscriber.
The Vendor will work with the Subscriber to
determine why agreed service levels have
not been met and will take all reasonable
corrective actions.
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Service Level
Metric
Description
Metric
Remedy / Remedial Action
5.
Disaster
Recovery
Metric: Disaster Recovery Target Met
Measurement Period: Any Disaster Event
Measurement: If there is a disaster, the
application will be recovered within twenty-
four (24) hours. Disaster Recovery Time
starts when a disaster event is encountered
that critically impacts the application.
Disaster Recovery Time ends when services
have been restored.
For failing to meet this Service Level Metric,
Vendor will provide to the Subscriber a
credit equal to 20% of the Subscribed
Service Fees for the applicable month.
6.
Mean Time
Between
Incidents
Metric: Mean Time Between Incidents ≥ 10
days
Measurement Period: Quarterly
Measurement: The average time between
the reporting of a P1 or P2 incident and the
reporting of the next P1 or P2 incident
The Vendor will work with the Subscriber to
determine why agreed service levels have
not been met and will take all reasonable
corrective actions.
7.
Return any
Request for
Support made
within defined
Business Hours
Metric: Return any Request for Support
made within defined Business Hours
Measurement Period: Quarterly
Measurement: The average time to return
any request for support is two (2) hours.
The Vendor will work with the Subscriber to
determine why agreed service levels have
not been met and will take all reasonable
corrective actions.
Under no circumstances will the credits or penalties resulting from a single event be compounded. The Subscriber
will at its sole discretion, determine which Service Level Metric is to be enforced for a single event.
PERFORMANCE MONITORING
The following table sets out a number of Services Agreement -specific KPIs.
Key
Performance
Indicator
Metric
Remedy / Remedial Action
1.
CPU Usage
CPU Usage will not exceed 75% on more
than 5 occasions in a month
The Vendor will work with the Subscriber to
determine why agreed service levels have
not been met and will take corrective
actions.
For failing to meet this Performance Level
Metric, the Vendor will provide to the
Subscriber a credit equal to 10% of the
value of the Subscribed Service Fees for the
month in which the Performance Level is
not achieved.
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2.
RAM / Memory
Usage
Memory Usage will not exceed 75% on more
than 5 occasions in a month
The Vendor will work with the Subscriber to
determine why agreed service levels have
not been met and will take corrective
actions.
For failing to meet this Performance Level
Metric, the Vendor will provide to the
Subscriber a credit equal to 10% of the
value of the Subscribed Service Fees for the
month in which the Performance Level is
not achieved.
3.
Page Faults
No more than 5 page faults per second on
more than 5 occasions in a month
The Vendor will work with the Subscriber to
determine why agreed service levels have
not been met and will take corrective
actions.
For failing to meet this Performance Level
Metric, the Vendor will provide to the
Subscriber a credit equal to 10% of the
value of the Subscribed Service Fees for
the month in which the Performance Level
is not achieved.
ADDITIONAL TERMS
Incident(s) – Is an event that is not part of normal operations that disrupts an operational process or processes. An
incident may involve the failure of a feature or service that should have been delivered or some other type of
operation failure.
The Vendor will communicate with The Subscriber throughout the resolution period for P1 and P2 incidents, ensuring
that The Subscriber is aware of the estimated Resolution Time, and if they expect the resolution to exceed the Target
Resolution Time. The Vendor will make Best Efforts to resolve P1 and P2 within the respective Resolution Time Targets.
The Vendor will complete a root cause analysis and report the results to The Subscriber within one week of the
resolution date for all P1 and P2 incidents.
The Vendor will provide a Preventative Action report to The Subscriber within two weeks of the resolution date for all
P1 and P2 incidents, outlining the steps to be taken to prevent a similar incident from happening again.
A Permanent Fix for all P1 and P2 incidents will be delivered within three months of the date the incident is resolved.
Incident Priority Level Definitions
Priority Level
Description
Response
Time
Resolution
Time Target
1
The Incident has caused loss of a service to a
business-critical operation or
workgroup. Productivity loss of affected parties is
extreme or absolute. Productivity and/or financial
loss of affected business operations are significant
1 Hour
4 Hours
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Priority Level
Description
Response
Time
Resolution
Time Target
and business processes or system functionality is
seriously affected.
2
The Incident has caused a severe reduction of a
service, reduced stability and/or performance issue
related to a business-critical service. Productivity
and/or financial loss of affected business
operations are significant and business processes
or system functionality is seriously affected.
2 Hours
8 Hours
3
An incident has been reported affecting a non-
critical service and business operations can
continue with minimal disruption to business
operations.
1 Business
Day
Next Upgrade
or Point
Release
4
An incident has been reported affecting a non-
critical IT service and business operations can
continue with no disruption to business operations.
1 Business
Day
A Future
Upgrade or
Point Release
Business Hours – Are defined as 8:00am to 8:00pm, Monday to Friday local time to Burlington, Ontario
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EXHIBIT D
SUPPORT SERVICES REQUIREMENTS
1. SUPPORT SERVICES
1.1 Software Support. Contractor will perform the following Software Support Services on a per incident basis: (i)
assist City in diagnosing reported errors; and (ii) provide technical services to City to attempt to correct diagnosed
errors. Software Support Services include support of Content. A support incident may require multiple
interactions and off-line research to resolve it. For additional fee, Support Services may also include assistance
with report writing, dashboards, and customizations (includes interfaces and new connections). Contractor will
be available to assist with trouble-shooting of integrations defined in Scope of Work included with this Agreement.
1.2 Database Support. Contractor will maintain all City data at all times regardless of size of database and database
size will not impact system responsiveness. Contractor will not purge any data without City’s prior written
approval.
1.3 Test Environment. A clone of the production environment and production database will be made upon go live.
This test environment will emulate the production environment including links and functionality to any test
systems needed to test, train or validate upgrades, and/or bug fixes.
1.4 Third Party Software Versions. Contractor will support Office 2010 and newer products. Contractor will support
major browser (Chrome, MS Edge) current version and up to three versions back.
2. HOURS OF COVERAGE
2.1 Hourly Support Service. Support Services that are performed at the written request of the City that are outside
the scope of, or in addition to, the Support Services detailed herein, will be deemed hourly service, and City will
be billed in accordance with Contractor’s then current time and materials support policy. Upon City’s request,
Contractor will provide a written estimate of the cost to perform the work prior to beginning work on any task
that is being billed in accordance with Contractor’s time and materials support policy.
3. PROCEDURES
3.1 Authorized Contacts. Within 30 days of the execution of the Agreement, each Party will provide to the other a list
of its authorized contact people. Each Party must give to the other 14 days’ prior notice of any proposed changes
to the list of authorized contact people.
4. SOFTWARE RELEASES
4.1 Contractor will provide release notes and training for new features. Contractor will provide City access to releases
that are issued by Contractor during the term of the Agreement. Major Releases must be available for testing
and feedback 21 business days prior to scheduled Production release. Minor and bug fix releases must be placed
in Test environment 14 business days or as soon as possible prior to scheduled production release. Updates will
not take place during City’s business hours, unless required to mitigate a specific issue affecting City’s usage of
software. Releases will not be moved to production environment if a Priority 1 bug is discovered. Contractor will
make reasonable efforts to ensure ADA compliance.
5. CONTENT LIBRARY/TRAINING MATERIALS
5.1 During the term of the Agreement, City will have access to Contractor’s Content Library and training materials.
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6. MONITORING AND REPORTING SERVICES
6.1 Upon reasonable request, and no more than once in a calendar year, Contractor will provide to City email
address the following information:
▪
Number of support tickets Open, Closed within the month
▪
Number of overall Open tickets and Closed tickets Annually
▪
Average length ticket is open
▪
Average length to close a ticket
▪
Number of enhancement requests
▪
Number of bugs reported and number of fixes implemented
▪
Number of upgrades
▪
Number of security patches
▪
Availability reporting metrics for the month as outlined in this agreement
▪
System response metrics as outlined at go live and within this agreement
▪
Annually provide SSAE 18 SOC2 report
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EXHIBIT E
DISASTER RECOVERY PLAN
The Contractor will provide its standard disaster recovery plan upon reasonable request.
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EXHIBIT F
EXIT PLAN
For purposes of this Exit Plan, the following terms shall bear the meanings set out below:
“Replacement Services” means any services which are substantially similar to the Services and which Client or one
of its Affiliates procures in substitution for the Services following the termination of this Agreement, whether those
services are provided internally and/or by any third party.
“Replacement Supplier” means any third-party service provider of Replacement Services appointed by Client or one
of its Affiliates from time to time.
“Termination Assistance Fees” means the charges payable by the Licensee for the Termination Services as shall be
set out in the Exit Plan.
“Termination Period” means the period of 12 months (which may be reduced at the Licensee's discretion by giving
Licensor 60 days' written notice) commencing on the date of service of any notice of termination of this Agreement.
“Termination Services” means the termination transition services to be provided under the Exit Plan. In addition,
Services under this Agreement shall be provided in accordance with the terms of this Agreement during the
Termination Period.
1. Provided that Client and its Affiliates are in compliance in all material respects with their obligations under this
Agreement, for the Termination Period, Provider shall provide all reasonable and necessary transition assistance
to Client and its Affiliates to allow, as chosen by Client, the orderly transfer and replacement of the Services by
Client or a Replacement Supplier, or their respective Representatives. Such transition may entail the substitution
of Web sites, communication networks, software, servers, and reports, and/or the termination or modification of
the Services in whole or in part. Provider and Client shall cooperate with each other in the production of the Exit
Plan in accordance with this Schedule with a view to completing the Exit Plan in a timely manner.
2. As soon as reasonably practicable after any notice of termination is served in accordance with this Agreement,
the Parties shall:
(a) Agree upon a date (which shall be no later than 14 calendar days after the date of such meeting) for the joint
production and circulation of a first draft of the Exit Plan; and
(b) Appoint a senior management individual of each of the Parties, each of whom shall act as a point of contact
for the Termination Period and to deal with all matters relating to termination of both the Services and/or any
license relating to the Licensed Materials granted under this Agreement.
3. The Exit Plan shall:
(a) Address the scope of the Termination Services, Termination Assistance Fees and the service levels applying
to the Termination Services. Unless otherwise agreed by the parties, each party shall continue to meet its
respective obligations under this Agreement during the Termination Period. Provider acknowledges that it is
important to Client to effect an orderly transition in-house or to a Replacement Supplier of the Replacement
Services and, in this respect, it is also important that there is no degradation in the provision of the Services.
All Termination Assistance Fees shall be chargeable as stated in the Exit Plan; and
(b) Describe more particularly the process by which the parties shall return or cease to use each other's
Confidential Information; and
(c) Address the project management of the Termination Services and identify relevant individuals who shall
manage the provision and implementation of the Termination Services.
4. Upon request by Client during the Termination Period, Provider shall provide to Client any reasonable
documentation describing, explaining or which would otherwise assist Client in inviting third party service
providers to supply the same or similar software and/or services (or any part of the same) and negotiating
alternate arrangements with those third parties with regard to the provision of Replacement Services. Any such
provision shall be made subject to reasonable licensing and/or confidentiality obligations which shall be agreed
by the parties.
5. Provider shall provide or make available to Client detailed information, data, and records reasonably necessary
for the provision of services similar to the Services and/or any software which may be used by Client or a
Replacement Provider in lieu of the Software post termination of this Agreement. Any such availability shall be
made subject to reasonable licensing or confidentiality obligations which shall be agreed by the parties.
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6. The Parties shall agree any other reasonably necessary provisions to facilitate a smooth and orderly transition
from Provider to Client or the Client's nominated Replacement Supplier.
7. Client shall pay Provider for all services rendered in executing the Exit Plan that are not already included in the
Scope of Work for this Agreement.
Notes
All schedules referred to in this form must be drafted by the user and are not supplied.
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EXHIBIT G
INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance: Contractor must provide coverage with limits of liability not less than
those stated below.
1. Commercial General Liability – Occurrence Form
Said insurance must also include coverage for products completed operations, independent contractors, personal
injury, property damage, and advertising injury.
Products – Completed Operations Aggregate
$4,000,000
Each Occurrence
$2,000,000
The policy must be endorsed to include the following additional insured language: "The City of Chandler, its agents,
representatives, officers, directors, officials, employees, and volunteers shall be named as an additional insured
with respect to liability arising out of the activities performed by Contractor." This endorsement may not contain
an exclusion or limitation of completed operations coverage as regards the additional insured except with respect
to the stated aggregate limits of liability.
The policy may not exclude the explosion/collapse/underground (“xcu”) hazard.
2. 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
Policy shall contain a waiver of subrogation against the City of Chandler.
3. Tech E&O and Network Security & Privacy Liability Insurance (Cyber)
In addition to the insurance requirements set forth in the Agreement, Contractor agrees to provide the
following insurance coverage and limits of coverage as part of this Agreement.
For Service Contracts under $500,000 minimum limits:
Per Loss
$3,000,000
Aggregate
$3,000,000
For Service Contracts over $500,001 minimum limits:
Per Loss
$5,000,000
Aggregate
$5,000,000
The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope
of Services of this Agreement. In the event that the professional liability insurance required by this Agreement
is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede
the effective date of this Agreement; and that either continuous coverage will be maintained for an extended
discovery period will be exercised for a period of two (2) years beginning at the time work under this
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Agreement is completed. If such insurance is maintained on an occurrence form basis, Contractor shall
maintain such insurance for an additional period of one (1) year following termination of Agreement. If such
insurance is maintained on a claims-made basis, Contractor shall maintain such insurance for an additional
period of three (3) years following termination of the Agreement. If Contractor contends that any of the
insurance it maintains pursuant to other sections of this clause satisfies this requirement (or otherwise
insures the risks described in this section), then Contractor shall provide proof of same. The insurance shall
provide coverage for the following risks:
3.1 Liability arising from theft, dissemination and / or use of confidential information (a defined term including
but not limited to bank account, credit card account, personal information such as name, address, social
security numbers, etc. information) stored or transmitted in electronic form.
3.2 Network Security Liability arising from the unauthorized access to, use of or tampering with computer
systems including hacker attacks, inability of an authorized third party, to gain access to your services
including denial of service, unless caused by a mechanical or electrical failure.
3.3 Liability arising from the introduction of a computer virus into, or otherwise causing damage to, a
customer’s or third person’s computer, computer system, network or similar computer related property
and the data, software, and programs thereon.
3.4 Additional Requirements: The policy shall provide a waiver of subrogation.
B. Additional Insurance Requirements: The policies must contain, or be endorsed to contain, the following
provisions: Contractor’s insurance coverage must be primary insurance and non-contributory with respect to the
obligations that Contractor has undertaken under this Agreement. The policies must contain a severability of
interest clause and waiver of subrogation against the City, its officers, officials, agents, volunteers, and employees,
for losses arising from work performed by the Contractor under this Agreement.
C. Notice of Cancellation: Each insurance policy required by the insurance provisions of this Agreement must
provide the required coverage and must provider thirty (30) days prior written notice of cancellation to the City
except for non-payment of premium for which a ten (10) day notice will be provided. Such notice must be sent
directly to the addresses listed below and must be sent by certified mail, return receipt requested:
City of Chandler
Attention: Purchasing Division
P.O. Box 4008, Mail Stop 901
Chandler, Arizona 85244-4008
Phone: (480) 782-2400
Email: purchasing@chandleraz.gov
With a copy to: Office of the City Attorney
Attention: Risk Management
175 South Arizona Avenue
P.O. Box 4008 Mail Stop 602
Chandler, Arizona 85244-4008
Phone: (480) 782-4640
Fax: (480) 782-4652
Email: legal.notices@chandleraz.gov
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D. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or approved unlicensed
companies in the State of Arizona and with an "A.M. Best" rating of not less than A- VII. City in no way warrants
that the above-required minimum insurer rating is sufficient to protect Contractor from potential insurer
insolvency.
E. Verification of Coverage: Contractor must furnish City with certificates of insurance (ACORD form or equivalent
approved by City) as required by this Agreement. The certificates for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be
received and approved by City before work commences. Each insurance policy required by this Agreement must
be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of
the Agreement. Failure to maintain the insurance policies as required by this Agreement or to reasonably provide
evidence of renewal is a material breach of this Agreement. All certificates required by this Agreement must be
sent directly to the City of Chandler Information Technology Department with a copy to Risk Management as the
addresses listed in Section C. The Agreement number and description are to be noted on the certificate of
insurance. At City’s request, Contractor must make certified copies of all insurance policies required by this
Agreement available for City’s review through a representative and at Contractor’s most proximate business
location.
F. Approval: Any modification or variation from the insurance requirements in this Agreement must have prior
approval from the Office of the City Attorney, whose decision will be final. Such action will not require a formal
contract amendment but may be made by administrative action
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