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Questica License and Service Agreement* Item#21. C� fIEN , IN4, IDAHG-. MEMO TO CITY COUNCIL From: Finance Meeting Date: September 8, 2020 Presenter: Consent Estimated Time: 0 Topic: License and Service Agreement for Budget Software to Questica, Ltd for the Not-To- Exceed amount of$271,112 Recommended Council Action: Approval of License and Service Agreement for Budget Software to Questica, Ltd for the Not-To- Exceed amount of$271,112 Background: Procurement of Budget Software &installation services. This purchase is being made off the State of Idaho Contract. This Agreement is the result of months of research, and negotiation in conjunction with City Finance, Procurement and IT. Page 344 �I■ 4s%e ues ca QUESTICA LICENSE AND SERVICE AGREEMENT This SOFTWARE LICENSE AGREEMENT(the"Agreement") is made this September 15, 2020 (the"Effective Date") by and between QUESTICA LTD., a corporation incorporated under the laws of the State of Delaware ("Questica") and City of Meridian, Idaho, including,without limitation,all its subdivisions,departments,and constituent entities within its legal scope and jurisdiction (collectively, the"City"). BACKGROUND A. Questica has made a substantial investment in the development of the QUESTICA BUDGET computer software products identified in the attached Quotation(the"Software"),and in the development of documentation related thereto (the"Documentation"and together with the Software, the"Work"). B. Questica has the right to license the Work to third parties. C. The City wishes to use the Work,and Questica has agreed to license such use, pursuant to the terms of this Agreement. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Questica and City(collectively, the"Parties"and individually, a"Party")agree as follows: 1. PERMITTED USE. Subject to the terms of this Agreement,Questica hereby grants to City a perpetual, personal, revocable, non-transferable and non-exclusive license to use the Software, solely in executable code format, and the Documentation provided therewith,solely for City's own internal business purposes exclusively within the facilities and sites within the jurisdiction of the City. If City wishes to use the Software at or from an additional site or sites outside of its jurisdiction, City agrees to obtain a separate license for such site(s). City's right to use the Software and the Documentation is limited to those rights expressly set out herein. City shall not use the Software, in whole or in part, on behalf of or for the benefit of any other Person, including an affiliate of the City, except as expressly provided herein. 1.1 PERSONNEL WORK-AT-HOME RIGHTS. City's personnel (its employees and contractors) may use the Software from their homes as an extension of the license granted to the City, for business related purposes. City personnel may not use the Software at home for personal purposes. For greater clarity, City shall be responsible for the use of the Work by any contractors, including any actions of omissions of such contractors, as though they were employees of City. City shall promptly deny access to the Software to (a)any employee or contractor who is no longer employed by License; or(b) any staff member would not normally require the use of the Software in the at-work environment. 1.2 PERMITTED CUSTOMIZATIONS. Questica also grants the City a non-sublicensable, non-exclusive,non-transferable right to create,or to have created on its behalf,"Permitted Customizations"to the executable code components of the Software solely for internal use and only for use as part of and in conjunction with the related Software. "Permitted Customizations" is custom software or reports which are developed that access or interact with the Software or its associated database(s). The City may only create Permitted Customizations that do not require the source code of the Software to create the Permitted Customizations. Permitted Customizations Do Not Inhibit Questica's Right to Innovate. Independently, Questica is continually innovating and improving the Software to meet the needs of its customers. The City acknowledges that,while it has the ability to create its own Permitted Customizations, Questica must not be prevented from continuing to develop and enhance its software in any respect, even if such modifications may be similar to the Permitted Customizations in functionality, appearance or otherwise. Questica retains the right to (i)develop any modifications which may be similar to the Permitted Customizations; and (ii) integrate any or all of such modifications into its core product. 1.3 RESTRICTIONS ON USE. Except as set forth herein, City shall (a) not copy the Software except to copy it onto the site computers being used by City and to make copies of the Software solely for backup, training, disaster recovery or testing purposes; (b) not copy any of the Documentation for any use outside the site; (c) not assign this Agreement or transfer, lease, export or grant a sub-City of the Work or the license contained herein to any Person or organization except as and when authorized to do so by Questica in writing; (d) not reverse engineer, decompile or disassemble the Software; (e) not use the Questica License and Service Agreement Page 1 of 29 Work except as authorized herein; (f) take such precautions with respect to the Software, as it would take to protect its own proprietary software or hardware or information. For the purposes of this Agreement,"Person"includes an individual,corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other judicial entity recognized by law. 2. OWNERSHIP AND COPYRIGHT. Questica is the owner of all intellectual property rights in the Work, related written materials, logos, names and other support materials provided pursuant to the terms of this Agreement. No title to the intellectual property in the Work or in any magnetic media or other physical media provided therewith is transferred to the City by this Agreement. Questica shall defend City against any claim that the Work infringes a registered Canadian or United States'patent,copyright or trade-mark of any third party and Questica will pay resulting cost, damages and reasonable legal fees finally awarded, provided that i) City promptly notifies Questica in writing of the claim; and ii) Questica has sole control of the defense and all related settlement negotiations. If such claim has occurred or in Questica's opinion is likely to occur, City agrees to permit Questica at its option and expense, either to procure for City the right to continue using the Work or to replace or modify the same so that it becomes non-infringing without loss of functionality. Questica shall have no obligation to defend City or to pay costs, damages or legal fees for any claim based upon use of other than a current unaltered release of the Work, if such infringement would have been avoided by the use of a current unaltered release thereof. The foregoing states the entire obligations of Questica with respect to infringement or proprietary or intellectual rights of third parties. 3. LIMITED WARRANTY. Questica warrants that so long as Product Maintenance and Support services are provided by Questica that the Software,when properly installed,will perform substantially in accordance with the Documentation provided in connection therewith. If the Software does not so perform during such period, Questica will correct, at no cost to City, programming errors in the Software to make the Software so perform provided that i)the Software has been properly used by the City in accordance with Documentation provided in connection therewith; ii)City notifies Questica of the programming errors and describes the nature of the suspected errors and of the circumstances in which they occur; iii)Questica, using reasonable efforts, is able to confirm the existence of the programming errors; and iv) City or any third party has not changed or modified the Software. City agrees that Questica shall not be liable to the City or any other person, regardless of the cause, for the effectiveness or accuracy of the Software, the Documentation or any other related materials, or for any other special, indirect, incidental or consequential damages arising from or occasioned by the use of the Software, the Documentation or the related materials, or the failure or omission on the part of Questica to comply with its obligations under this Agreement. The City hereby agrees that Questica's maximum liability for any claim arising in connection with the Work or otherwise under this Agreement(whether in contract,tort, including negligence, product liability or otherwise)shall not exceed the total Fees paid by the City. THE ABOVE EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS (EXPRESS AND IMPLIED)AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED ARE GIVEN. 4. LIMITATIONS OF REMEDIES AND DAMAGES. Subject to Section 16 hereof, Questica's entire liability and the City's exclusive remedy under this Agreement shall be i)if Questica is in breach of the Limited Warranty,to require Questica to replace any defective media or to correct any defects and make any modifications which are necessary to cause the Software to confirm in all material respects to the Documentation; or ii)the termination of this Agreement. In the event of any such termination, Questica shall not be liable in the aggregate for any damages which exceed the amount paid hereunder by the City to Questica as Software License Fees. In no event shall Questica be liable for indirect, special, incidental, or consequential damages, even if advised of the possibility of such damages. 5. DISPUTE RESOLUTION/ARBITRATION. In the event of any dispute arising out of or relating to and/or in connection with this Agreement, the parties' project managers shall use every reasonable effort to resolve such dispute in good faith within ten (10) Business Days. If the project managers have failed to resolve the dispute within such time frame, then the dispute shall be escalated to the next escalation level.At each escalation level,the designated executives shall negotiate in good faith in an effort to resolve the dispute. For the purposes of this Agreement, a"Business Day"shall mean a day other than a Saturday, Sunday, or statutory holiday in Ontario. Questica License and Service Agreement Page 2 of 29 Escalation Level Questica Management City Management Level Period of Level Resolution Efforts First Level Project Manager Project Manager 10 Business Days Second Level Director- Finance Department Manager 10 Business Days Customer Success Third Level Vice President- Director of Finance or Treasurer 10 Business Days Professional Services If the above escalation periods have elapsed and there continues to be a dispute as to any matter herein, the matter in dispute may be referred to arbitration by a single arbitrator if mutually agreed by the parties in writing. In the event that the parties do not agree on arbitration or other form of dispute resolution, either party may pursue litigation in a court of appropriate jurisdiction in the State of Idaho (a) Except as provided above, or any other circumstance in which a party seeks an injunction or other equitable relief from the courts,Any dispute,claim or controversy arising out of or relating to this Agreement or the breach,termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Idaho before one arbitrator, including lawyers with 10 years of active practice in relevant information technology or intellectual property matters. The arbitration shall be administered by (i) JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures if City is U.S. based or if City is from outside the United States, in accordance with the JAMS International Arbitration Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall not award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. The parties shall maintain the confidential nature of the arbitration proceeding and any award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy,a judicial challenge to an award or its enforcement,or unless otherwise required by law orjudicial decision. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. (b) Notwithstanding the provision in Section 5(a) with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act(9 U.S.C., Secs. 1-16). (c) In the event of any action or proceeding (including arbitration)brought in connection with this Agreement,the prevailing party shall be entitled to recover its costs and reasonable legal fees arising from such action or proceeding. 6. IRREPARABLE HARM. City acknowledges and agrees with Questica that the breach by it of any of the provisions of Sections 1-4, 9 or 10 of this Agreement would cause serious harm to Questica which could not adequately be compensated for in damages and in the event of a breach by City of any of such provisions, City understands that an injunction may be issued against it restraining it from any further breach of such provisions,but such actions shall not be construed so as to be in derogation of any other remedy which Questica may have in the event of such breach. 7. TERMS OF SERVICE. Terms, provisions, or conditions on any purchase order, acknowledgement, or other business form or writing that Customer may use in connection with the provision of Services (or software) by Questica will have no effect on the rights,duties,or obligations of the parties hereunder, regardless of any failure of Questica to object to such terms,provisions, or conditions. 8. FEES AND PAYMENTS FOR SERVICES 8.1 Payment. Payment is required in the currency quoted.Terms are Net-30 days from the date of receipt of invoice, and acceptance of the applicable milestone, as defined in the Project Payment Schedule. Only activities approved in a Scope of Work shall be invoiced. A mutually determined change control mechanism will be used to accommodate modifications to the Scope of Work. The City Project Manager will compare the invoice against the Project Payment Schedule in the Agreement for compliance. Upon approval that the work has been done and is in compliance with the Agreement, not to be unreasonably withheld,the City Project Manager will approve the pay request for processing. No compensation will be paid over the Not-to-Exceed amount without prior written approval by the City in the form of a Change Order. 8.2 Invoicing. City will provide Questica with a valid purchase order or alternative document reasonably acceptable to Questica.Questica will invoice City in accordance with the relevant Payment Schedule.. City is responsible for providing complete and accurate billing and contact information to Questica and notifying Questica of any changes to such information. 8.3 Suspension of Service and Acceleration. If any amount owing by City under this or any other agreement for Questica services is 30 or more days overdue, Questcia may, without limiting Questica's other rights and remedies, accelerate City unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, Questica License and Service Agreement Page 3 of 29 and suspend Questica services to the City until such amounts are paid in full. Questica will give City at least 7 days prior notice that the City's account is overdue, in accordance with Section 11.1 (Manner of Giving Notice), before suspending services to the City. 8.4 Payments and Disputes.Questica shall not exercise rights under 8.3(Suspension of Service and Acceleration)if City are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. 9. PRODUCT MAINTENANCE AND SUPPORT. For the first year of this Agreement, upon paying the City Fee and for each year thereafter, provided that City continues to pay the Product Maintenance and Support Fees in accordance with the fees set out in Appendix A, Questica shall provide the Maintenance and Technical Support Services(the"Services")for the software as outlined in Appendix B, if the City is not otherwise in breach of the provisions of this Agreement. If payment of the annual fee is not received by Questica before the first business day of the next additional year, Questica's obligation to provide the Services shall be terminated. Starting in year 4 and each year thereafter, an inflationary increase of 3%or CPI would apply,whichever is less. Questica may elect not to increase these fees in any year, however no such waiver shall preclude Questica from applying the escalation to any subsequent year or part of a year, and from making the subsequent application as if all subsequent escalation had been duly made over the period since the last increase. 10. IMPLEMENTATION SERVICES. Questica shall provide the professional service as defined in the Scope of Work("SOW"), Appendix C, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties, or as the result of a delay on the part of Questica,the obligation to provide professional services to the City expires the earlier of: 1)completion of the services described in the SOW 2) 12 months from the effective date of this Agreement. 11. ACCEPTANCE OF CUSTOM WORK. Within thirty(30) business days from the delivery of each individual Custom Work, the Customer/City shall, in its sole discretion, review the Product Customization and notify Questica whether it finds the Customizations satisfactory or unsatisfactory. If its determined that the Customizations are unsatisfactory, then it shall state in writing the reasons for its determination, including identifying any nonconformance with the City's specifications or expectations. Questica 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 30 Business Days after the delivery of the Customizations or once the City has declared the Customizations satisfactory, the Customizations shall be considered `Accepted'. 12. RESERVED. 13. TRAVEL COSTS. Unless noted otherwise,this quotation does not include any travel, lodging,or on-site expenses. If such travel is required and subsequently authorized, City of Meridian's standard travel and per diem rates shall apply. Air Travel, Rental Car(with associated fuel and parking costs), and Lodging costs shall reimbursed at cost. Questica is not responsible for unpredictable(including Commercial Airline Travel)delays which may increase travel cost. 14. CONFIDENTIAL INFORMATION. Each of the Parties shall use reasonable efforts (and, in any event, efforts that are no less than those used to protect its own confidential information)to protect from disclosure the confidential information only to its employees or agents who require access to it for the purpose of this Agreement or as otherwise provided in this Agreement. For the purposes of this Section, "confidential information" means all data information which when it is disclosed by a Party is designated as confidential and shall include the Work and any other proprietary and trade secrets of Questica to which access is obtained or granted hereunder to City; provided, however that confidential information shall not include any data or information which (a) is or becomes publicly available through no fault of the other Party, (b) is already in the possession of the Party prior to its receipt from the other Party, (c) is independently developed by the other Party, (d)is rightfully obtained by the other Party from a third party, (e)is disclosed with the written consent of the Party whose information it is,or(f)is disclosed pursuant to court order, or other legal compulsion. 15. NONDISCLOSURE OF AGREEMENT. Neither Party shall disclose the terms of this Agreement except as required by law or governmental regulation,without the other party's prior written consent, except that either Party may disclose the terms of this Agreement on a confidential basis to accountants, legal counsel, and financial advisors and lenders. 16. TERMINATION. This Agreement is effective as of the Effective Date and shall continue unless and until this Agreement is terminated as described herein. City may terminate this Agreement if Questica is declared insolvent, has assigned this Agreement in violation of the terms and conditions herein, or has made an assignment for the benefit of creditors. After a one-year period from the Effective Date,the City may terminate this Agreement at any time for any reason, or no reason, providing their financial obligations to Questica as detailed in Appendix A have been satisfied and paid in full. If the Agreement is terminated in this manner, no refund will be provided for any maintenance or support services paid in advance. In the event that City shall be in breach of any provisions of the Dispute Resolution/Arbitration Section outlined in this Agreement, Questica may provide notice of such breach to City,who shall have thirty(30)days from the date of such notice to cure or rectify the said breach. Should City fail to cure or rectify the said breach in the said thirty (30) days, Questica may terminate this Questica License and Service Agreement Page 4 of 29 Agreement. Such termination by Questica shall be in addition to and without prejudice to such rights and remedies as may be available to Questica including injunction and other equitable remedies. The provisions of Sections 1-3, 5, 14-18, 23, 24 and 26 herein shall survive the termination of this Agreement. 17. TRANSITION ASSISTANCE. In the event that City has entered into or enters into agreements with other contractors or government institutions for additional work related to the capital or operating Budgeting process, Questica agrees to reasonably cooperate with such other parties. Questica shall not commit any act which will unnecessarily interfere with the work performed by any such third parties. In the event of termination of this Agreement,Questica agrees that it shall provide reasonable assistance to,and shall not hinder a complete transition of the software functionality being terminated from Questica and its subcontractors to the City, or to any replacement provider designated by the City, without any material interruption of or material adverse impact on the services provided hereunder or any other services provided by third parties. Any additional services requested by City during the transition assistance period shall be provided by Questica at Questica's then-standard rates. 18. NOTICE. Any notice or other communication required or permitted to be given hereunder or for the purposes hereof to any party shall be in writing and shall be sufficiently given if delivered personally to such party, or if sent by prepaid registered mail or at such other address as the Party to whom such notice is to be given shall have last notified (in the manner provided herein) the Party giving such notice. Any notice delivered to the Party to whom it is addressed as provided herein shall be deemed to have been given and received on the day it is delivered at such address, provided that if such day is not a Business Day, then the notice shall be deemed to have been given and received on the Business Day next following such day. Any notice mailed to a Party shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing provided that no postal strike or other postal service disruption is then in effect or comes into effect within four(4)Business Days after such mailing. 19. FORCE MAJEURE. Except as expressly provided otherwise in this agreement, dates and times by which any Party is required to render performance under this agreement or any schedule hereto shall be postponed automatically to the extent and for the period that such Party is prevented from meeting them by reason of any cause beyond its reasonable control (other than lack of funds), provided that the Party prevented from rendering performance notifies the other Party immediately and in detail of the commencement and nature of such cause and the probable consequences thereof, and provided further that such Party uses its reasonable efforts to render performance in a timely manner utilizing to such end all resources reasonably required in the circumstances, including obtaining supplies or services from other sources if same are reasonably available. 20. MEDIA RELEASES. Neither party shall use the name,trademark or logo of the other party without the prior written consent of the other party. Notwithstanding the foregoing,Questica may use the City's name and identify the City as a Questica client in advertising, marketing materials, press releases and similar materials. 21. USE OF SUBCONTRACTORS. All persons assigned by Questica to perform obligations under this Agreement shall be employees or authorized subcontractors of Questica and shall be fully qualified to work under this Agreement. Questica shall use commercially reasonable efforts to make available an adequate number of appropriately qualified personnel are employed and available to satisfy its obligations as outlined in this Agreement. 22. EXPORT CONTROL. The Software is intended for distribution only in the United States and Canada. City agrees that it will not directly or indirectly, export or re-export the Software (or portions thereof)to any country, person, entity or end user subject to U.S. or Canadian export restrictions. 23. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by the laws of the State of Idaho and the federal laws of the United States of America without regard to the conflict of law provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 5 above, the parties attorn to the exclusive jurisdiction of the courts of Idaho in respect this Agreement. 24. MISCELLANEOUS. This Agreement,including all Schedules and Exhibits attached hereto,is the entire agreement between City and Questica pertaining to City's right to use the Work and supersedes all prior or collateral oral or written representations or agreement related thereto. Except as otherwise provided herein, no term or provisions hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to,waiver of, or excuse for any other different or subsequent breach. 25. COOPERATIVE STATEMENT. Other government organizations and educational or health care institutions may elect to participate in this Agreement(piggyback)at their discretion, provided Questica also agrees to do so. 26. 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 Questica License and Service Agreement Pag� Page 349 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, City 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 City and Questica or City and the applicable Questica Affiliate. 27. HEADINGS; SEVERABILITY. The headings and other captions in this Agreement are for convenience and reference only and are not to be construed in any way as additions or limitations of the covenants and agreements contained in this Agreement. In the event that any provision hereof is found invalid or enforceable pursuant to judicial decree or decision, any such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms. Questica License and Service Agreement Page 6 of 29 IN WITNESS WHEREOF,the parties have duly executed this Agreement. CITY OF MERIDIAN, IDAHO(CITY) Per Robert E. Simison, Mayor Date 9-8-2020 1 have authority to bind the organization QUESTICA LTD. Per Name,Title 7> ^ j P Date l. t D'oao I have authority to bind the organization Questica License and Service Agreement Page 7 of 29 APPENDIX A—Order Form Description Qty 1 Questica Budget Framework Includes 1 Seat(Operating, Salaries, & Capital) Additional Operating License Seats 54 Additional Salaries License Seats 9 Additional Capital License Seats 54 Unlimited Read-Only Licenses Included Allocations Included Statistical Ledger Included Performance Included Read only applies to Operating, Salaries, and Capital modules only Total Software(One-Time Cost): $112,892 Total Annual Maintenance and Support(Due Annually): $28,223 Professional Services(Per Statement of Work) Design,Analysis&Configuration Included Project Management Included Training Included Integrations Included Customizations Included Custom Reports Included IT Services Included Total Professional Services (One-Time Cost): $160,200 Travel expenses, if applicable Not Included Total Travel Expenses: $ - Discount, including year 1 maintenance - 50,803 Grand Total Year 1 $250,512 Questica License and Service Agreement Page 8 of 29 F.H. Black/CaseWare Order Form Description User Count Standard Operating Budget Book 1 Includes: Questica Budget Book remote implementation • 32 hours of initial Train-the-trainer training (CaseWare Champion)in FHB (F. H. Black&Company Incorporated)standard online training sessions. • Implementation and configuration of CaseWare's standard Budget Book library: o Review Questica setup, account groups&cost centers and configuration of CaseWare to support these structures. o Configure standard content and identify requested modifications to: ■ Fonts, indents&margins ■ Ordering of documents o Initial configuration of standard content with client standards o Configuration &testing of Questica Integration o Guidance to client on their tasks (inserting schedules, pictures, embedded PDFs etc.) 0 30 hours of Aftercare annually. Typically, clients use Aftercare to work with FHB consultants to install updated versions of software,tweak the style sheets to change the presentation of their data, re-configure existing content, group new G/L accounts, modify groupings, address reorganizations, and other common tasks.Aftercare does not cover customization of existing content or development of new custom content that the Client may wish to add. As part of this engagement,the Client will: • Provide on-going guidance to the FHB team respecting presentation and disclosure requirements, general ledger structure, year-end processes, etc., as necessary. • Develop and submit to the FHB team Questica Ad-Hoc Reports that contain all automated values and narrative to be included in the standard budget book content. • Should Questica Budget groupings be insufficient for Budget Book requirements, group all accounts by Object and by Function as recommended/advised by FHB within a CaseWare Working Papers file. • Reconcile the financial data within the Working Papers file as necessary to agree with previously published reports. This process may also require posting adjusting journal entries within CaseWare. If this is necessary,the client will be responsible for this work. • 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 FHB work within five(5)business days of receipt of FHB's work. • Attend CaseWare Working Papers and Financials Template courses as deemed necessary by FHB. The cost of this training is included in the annual fee for a single user(Champion)only. Annual Cost $15,250 CIP Add-On $5,350 Annual Cost Standard Operating and CIP Budget Book $20,600 Questica License and Service Agreement Page 9 of 29 Recommended contingency for customization While the CaseWare solution is highly configurable,there may be some items, such as a list of transfer payment recipients that may require customization,which cannot be accurately estimated without a discussion with F.H. Black consultants. F.H. Black would recommend a contingency of$1,500 for the first such schedule with an incremental charge for each similar instance, dependent on the availability and standardization of the required information by department. Pricing Notes • All pricing in US dollars • Applicable Taxes Extra • Terms of Payment: o Initial Software Installation: ■ Payment due as per Milestone 4 and 4.1 in the following Project Payment Schedule o Annual Maintenance&Support: • Questica Budget Maintenance($28,223)due 365 days from Contract Effective Date and annually thereafter ■ CaseWare annual subscription ($20,600)due 365 days from Contract Effective Date and annually thereafter o Professional Services: ■ Payment due as per the following Project Payment Schedule Milestone# Deliverable Description Acceptance Criteria Amount Project managers for both the City and Completion of kick- Questica will conduct a off meeting project kick-off with all between Questica MS1 Project Kickoff vested City employees and City staff $13,770.00 Compile configuration requirements for City Project Configuration Requirements Questica Budget Manager signed-off MS2 Documentation (CRD) Software CRD $13,770.00 Completion and acceptance of City and Questica will implementation establish an plan by all involved MS3 Implementation Plan implementation plan Project Managers $13,770.00 Questica to install Completion and budget software on City acceptance of MS4 Software Installation network software install $90,312.00 Questica to install Completion and Software Installation- Budget CaseWare Software on acceptance of MS4.1 Book City network software install $20,600.00 Questica will establish proper mapping/migration/ City Project integration of City data Manager signed-off Data with Questica Budget of data migration/ MS5 mapping/Migration/Integration Software integration $34,425.00 Questica License and Service Agreement Page 10 of 29 City Project Manager signed-off Historical budget and of historical budget MS6 Historical Data Validation actual data validation and actual data $20,655.00 Formal acceptance that all agreed upon training that has been provided Questica to provide all by Questica to the agreed upon training to identified City MS7 Training identified City staff employees $20,655.00 The availability of Questica Budget Software for live launch meeting all Questica Budget requirements Software available for identified in the MS8 Launch/Go-Live launch SOW $13,770.00 Retainage for total contract price to be Completion of all released upon final previous acceptance of Questica Milestones per MS9 Retainage Budget Software Payment Schedule $6,885.00 Development of custom City Project reports as defined by Manager signed-off MS10* Custom Reports the City on custom reports $22,500.00 TOTAL $271,112.00 • Above Professional Services subject to the corresponding Scope of Work. • MS10 to be invoiced on a Time and Materials basis. • Additional Professional Services to be provided at a rate of$225/Hour. Questica License and Service Agreement Page 11 of 29 Item#21. APPENDIX B—Maintenance and Technical Support Services (A) Product Maintenance. On an as-available basis, Questica will provide enhancements, modifications or upgrades to the Software as Questica may from time to time make available to its Citys generally ("Updates") but excluding any New Product (a "New Product" being a solution which, in Questica's determination and subject to general industry standards, does not replace the Software licensed hereunder.) Updates do not include: I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii)different operating system platforms II. New applications III. Services associated with the application or installation of Updates Installation of Updates is the responsibility of the City. If requested, Questica will provide assistance in the installation of Updates at its then current rates, including the testing of any site-specific customizations. Questica will provide a quote for any required rework associated with customizations resulting from the upgrade. (B) Technical Support Services. Questica will provide phone and e-mail based technical support of a reasonable nature as described herein. A technical support incident or problem is a single user defined problem seeking resolution. It must be related to the original intent and design of the software. Technical Support Services include the support of Questica supplied integrations that have not been modified by the City. Each Technical Support Service incident is deemed closed when a remedy, workaround, or recommendation for the installation of a current maintenance release has been offered, and a commercially reasonable effort has been made to restore operation to the original intent and design of the Software. Technical Support Service does not include: I. Custom programming services; II. On-site support; III. Software installation or re-installation; IV. Update Installation, or data and report updates required to support Updates; V. City developed interfaces,API interactions, or customizations; VI. City developed reports; VII. End-User training or re-training; VIII.City hardware issues; IX. Correction of data issues derived from user error or Software misuse; X. Changes to Questica developed custom reports or Permitted Customizations (including Questica supplied custom business rules or customized user screens)that are outside the scope of the accepted specification, scope of work, or authorized change requests; XI. Corrections to Questica developed custom reports or Permitted Customizations beyond six (6) months from the date of delivery(the upgrade protection period); and XII. Changes to integration functionality made necessary due to City server modifications/replacement,or changes by upgrades or changes to the integrated financial system software or hardware. Questica may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services and/or Product Maintenance Services provided. City is responsible for all hardware, operating systems, network setup, network maintenance and setup, SSRS maintenance, SQL-Server database maintenance, IIS maintenance and setup, backup strategy, disaster recovery strategy and the use of any file access control systems required in the support of the Software. City may be required to grant Questica certain limited access rights to City's computer systems in order to render Technical Support Services. City is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. Technical Support Service is available at no cost through Questica's normal business hours, Monday through Friday, 8:OOam through 8:OOpm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. Questica License and Service Agreement Page 12 of 29 Item#21. APPENDIX C—Scope of Work(SOW) Scope of Work Questica Budget Implementation for City of Meridian 1. Revision History Date Authors Notes/Changes 1 2. Scope of Work In the Scope of Work tables, entries in the column headed "Scope of Work" are defined as follows: In scope The task or function is within the scope of work to be undertaken by Questica professional services. Customer The task or function is not within the scope of work to be undertaken by Questica task professional services, but will be undertaken by The Customer, with such help from Questica as is detailed in the item description. Not in The task or function is not within the scope of work to be undertaken by Questica scope professional services, nor will it be undertaken by The Customer. Questica and The Customer agree that the implementation of Questica Budget is a shared responsibility and that neither party is in total command of all the resources necessary to achieve objectives within mutually agreed timeframes. However, both Questica and The Customer agree 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. The fixed price cost includes overhead of project management and analysis by Questica until the implementation services are delivered or 36 weeks contiguous from project kick-off, whichever occurs first. Where delays are not on the part of Questica, additional project management and consulting beyond this 36 week limit may be billable at Questica's standard services rate. Should the customer put the project on hold or cause work to be repeated or the project to be restarted, then a project change order will be required to cover restart, rework, rescheduling and retraining. Initial Data Load "Data import", "import workbooks", "import configuration", 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 as an output of the initial discovery meetings. They will be 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. 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: Questica License and Service Agreement Page Page 357 Item#21. •Any of the standard entities may be renamed to match The Customer's terminology; • Out-of-the-box entities may be ignored, or in some cases filled with place-holder data, if not useful; • There is a defined, immutable, relationship between certain entities-for example Costing Centers (Operating)and Projects (Capital) roll up to a single Department, each in turn rolling up to a single Division; • The GL Account/Account Category, Division/Department, Fund Category/Fund, and Asset Category/Asset Type structures must be consistent across all years and across the modules (Operating, Salaries, Capital and Performance); • GL Account Categories must be categorized as containing either a revenue or expenditure accounts (accommodation is made for other account types in the Financial Statements module); • Questica Budget enacts data integrity through the use of relational data structures. Data structures which do not follow accepted data principles (for example, re-using GL Accounts/Object Codes to mean different things to different Departments)can typically be accommodated but is not guaranteed and such accommodation can extend the import timeframe; •A list of the standard entities and their relationship is available upon request. The Customer will resolve any inconsistencies in the structures prior to providing them to Questica for import to Questica Budget. Where import data meets these requirements, Questica will populate the Questica Budget database within 10 business days of receiving the import workbooks. Data returned to Questica which violates Questica Budget's data integrity rules will extend this timeframe. Integrations "Integration" as used in this Scope of Work refers to the copying of data to and from systems external to Questica Budget. Questica shall be responsible for providing the software interface into Questica Budget (including data transformations as described by The Customer) and the operational infrastructure required to manage the integration. The customer agrees to provide Questica with assistance in understanding the nature and location of the data to be integrated and, where required, create or cause to be created all necessary sources of data including database queries, delimited files, and/or web services. Data elements being copied into Questica will be imported provided that the element can be unambiguously matched to a pre-existing record (for example costing center, fund and GL account). An exception report is provided for data elements which cannot be thus matched. Integrations will not create accounts, or segments of the account, where no such account exists in Questica. While it is likely that Questica can accommodate additional chart of account segments ("chart fields"), and will try to do so, the general ledger integrations are designed to be at the division, department, cost center/project, fund and GL object level. Unless explicitly stated in this Scope of Work, Questica is not obligated to support the integration of additional chart of account segments. Questica shall accommodate reasonable requests for mapping chart fields, to accommodate situations such as legacy account structures, however such mappings are not guaranteed, and complex and arbitrary mappings are not in-scope. Unless specifically listed as a customization, 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 centers, and projects, etc. is not automatically updated from the general ledger or other external system. 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 "2.9. Customizations" of this Scope of Work document. Sections prior to"2.9. Customizations" detail the delivery of standard product functionality and services. Questica License and Service Agreement Page Page 358 Item#21. 2.1. Questica Budget Configuration & Shared Components Functional Area Description . . . Work Implementation Questica will configure production and test versions of In scope Hosting Questica Budget during the implementation period. Production Hosting The Customer will provide a server operating environment as Customer follows: task • Microsoft®Windows Server®: supported versions -2012R2, 2016 (Standard or Enterprise editions, 32 &64 bit); • Microsoft Internet Information Server(IIS): component of installed Windows server; • Microsoft SQL Server®and SSRS (SQL Server Reporting Services): supported versions -2014, 2016, or 2017 (Standard or Enterprise); • Microsoft .NET Runtime 4.6 installed; • Microsoft ASP.NET server extensions installed. To ensure the best experience of Questica Budget, the hosting web server must be permitted to issue outgoing HTTPS requests (port 443)to xxx.questica.com. This will allow for updated seat licenses and recommended application improvements covering functionality, performance, and security. The Customer will provide user workstation environments as follows: •A web browser: supported browsers - Internet Explorer 11 or newer, 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. Questica implementation &technical staff will be granted remote access and permissions to the production system's server(s)for the purpose of system installation and implementation. Additionally, The Customer will provide a technical contact with the authority and proficiency to assist Questica in the configuration of Questica Budget While Questica imposes no limit to the number of instances of Questica Budget installed, Questica's professional services team will install, or assist with the installation of, no more than 2 instances of the system on The Customer's servers. Project Questica will assign (upon City approval, not to be In scope Management unreasonably withheld) 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 "2.10.1. Questica Project Management Responsibilities" of this Scope of Work. Questica License and Service Agreement Page Page 359 Item#21. The PM will hold no more than 1 standing weekly status meeting, but is available via email and telephone for ad-hoc contact as needed. On-Site PM Visits All work with the Questica project lead(s)will be carried out Not in off-site and contact will be via normal telecommunication scope channels. Application Level Determine how and when to use the various security levels Customer Security available within Questica Budget, enter users and assign them task to groups and roles. Questica will assist with this task until such time as administrators have received training in the security component of Questica Budget. Single Sign-On Configure Questica Budget to use The Customer's existing In scope SAML (Azure AD)Authentication for user Iogon. Import Configuration ... Import Master Configuration and data import of the following Questica In scope Configuration Data standard data structures, using data supplied by The Customer in Excel®workbooks provided by Questica: • Division/Department hierarchy; • Fund Categories and Funds; •Account Categories and Expense and Revenue GL Accounts • Statistical Account Categories and Statistical Accounts • Performance Measure Units Analytics ... Standard Reports Provision of Questica Budget's standard reports. These In scope reports are provided as-is and may not fully address The Customer's specific reporting requirements. Administrator Questica's reporting infrastructure allows users to create ad In scope Authored hoc views which can be used as datasets when using Report Reporting 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. Questica will be provisioned with a set of useful report entities and sample ad hoc views. Questica License and Service Agreement Page Page 360 Item#21. 2.2. Operating Module The Questica Budget Operating module is included in this installation. Functional • •n Scope of Work Optional Features The following optional add-ins offer functionality necessary for very specific ... budgeting activities, as described. An additional license cost is associated with each add-in. Staff Planning The Staff Planning add-in is supplementary to the Salaries Not in Add-in module. It is used to build budget based on shift plans for full scope shift coverage, for example staffing a hospital ward, rather than by head-count/FTEs. This add-in accounts for non- productive time and auto-allocates additional and partial Positions to ensure full shift coverage within costing Centers. Configuration ... Import Costing Configuration and data import of standard Questica Operating In scope Centers 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. Initial Data Load Import Initial Import the current/future budget, with 1 years of future In scope Budget forecast data from data import workbooks: • Create dollar budget line items with GL Accounts ... at the Costing Center level. Questica will carry out a second import of the current/future budget if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live. Import Historic Import 2 prior years' Operating budgets from data import In scope Budgets workbooks. 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. Import Actuals Import Operating actuals transactions from data import Customer Transactions workbooks. If not in scope then The Customer can add their task historical data manually, or using Questica Budget's spreadsheet import feature, or use the automated integration once that has been configured. Import Initial Import the current/future Operating statistical budget from data Customer Statistical Budget import workbooks: task • Create statistical budget lines items with Statistical Accounts ... at the Costing Center level. If not in scope then The Questica License and Service Agreement Page Page 361 Item#21. Customer will add their budget data manually or using Questica Budget's spreadsheet import feature. Import Historic Import prior years' Operating statistical budgets from data Customer Statistical Budgets import workbooks. If not in scope then The Customer can add task their historical data manually or using Questica Budget's spreadsheet import feature. Import Statistical Import Operating statistical actuals transactions from data Customer Actuals import workbooks. If not in scope then The Customer can add task Transactions their historical data manually, or using Questica Budget's spreadsheet import feature. Integration ... Budget Export Automated facility to transfer the Operating module budget In scope data from Questica Budget to The Customer's general ledger at the approved budget object/costing center level on an annual or other basis 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.ln addition to the limitations noted in the general Integrations section of this Scope of Work; and 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:- Questica will create no more than 1 custom export configuration of the approved budget;- No custom user interface will be created for the selective export of sections of the budget;- Exports the entire budget (does not support the export of changes since the last export, such as amendments, which is a separate integration, see "Amended Budget Export" below). Amended Budget Automated facility to transfer individual approved amendments In scope Export to the Operating module budget data, from Questica Budget to The Customer's general ledger, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the general ledger cannot be updated by re-running the full export provided in the item in the"Budget Export" item above. 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: • Questica will create no more than 1 custom export configuration of the budget amendments; • No custom user interface will be created for the selective export amendments; •Will be written to export either individual amendments as created or all amendments since the last export, as determined to be the best use-case, but not both options. Questica License and Service Agreement Page Page 362 Item#21. Actuals Import Automated facility to transfer actual data from The Customer's In scope Other 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. 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: • Questica will create no more than 1 import configuration of the actual costs transactions; •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; • Imports only actuals transactions, which is to say that it cannot be used to amend the budget. 2.3. Salaries Module The Questica Budget Salaries module is included in this installation. Functional • •n Scope of Work Initial Data Load Configuration and data import of standard Questica Salaries 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, Salary grades, Salary grade steps, employees and modifiers shall be those found in the Questica Budget Salaries manual. The relationships between them shall be those currently supported by Questica Budget and described in the Questica Budget Operating Manual. Questica will carry out a second import of the Salaries module data if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live with the Salaries module. Import Positions & Import from data import workbooks. In scope Employees Import Grades & Import from data import workbooks. In scope Scales Questica License and Service Agreement Page Page 363 Item#21. Create Benefits Create "modifiers"to generate supplementary personnel costs Customer (Modifiers) such as benefits, allowances, and insurance. If not in scope task then The Customer can enter modifiers manually. 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. Import Import from data import workbooks. In scope Position/Costing Center Allocations Integration ... Payroll Actuals Automated facility to transfer actual payroll transactions at the Not in Import employee/position detail level from The Customer's payroll scope system to the Questica Budget Operating module; automatically scheduled, and/or on demand. HR Data Sync. Automated facility to synchronize Salaries data between In scope Questica Budget and The Customer's Sage HRMS HR system. Questica shall be responsible for providing the software interface into Questica Budget and the operational infrastructure required to manage the integration. The Customer shall be responsible for making available the data to be exported from the Sage HRMS system, either in CSV formatted files or by ensuring that the standard Sage HRMS to Questica Budget integration component is available for extracting data from and updating data within that system. This will be through the export and import of structured files or by providing database interfaces (stored procedures and queries). This integration synchronizes:- New, deleted and updated employees;- New, deleted and updated positions;- Changes in employee-position relationships;- Changes in position-costing center 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. 2.4. Capital Module The Questica Budget Capital module is included in this installation. Functional • •n Scope of Work Configuration ... Import Projects Configuration and data import of standard Questica Capital In scope 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 Questica License and Service Agreement Page Page 364 Item#21. 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. Initial Data Load Import Initial Import the current/future Capital budget, with 5 years of future In scope Budget forecast data from data import workbooks:- Create dollar budget line items with GL Accounts and Funds... at the Project Ievel.Questica will carry out a second import of the current/future budget if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live. Import Historic Import 5 prior years' Capital budgets from data import In scope Budgets workbooks. 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. Import Actuals Import Capital actuals transactions from data import Customer Transactions workbooks. If not in scope then The Customer can add their task historical data manually, or using Questica Budget's spreadsheet import feature, or use the automated integration once that has been configured. Import Initial Import the current/future Capital statistical budget from data Customer Statistical Budget import workbooks: task • Create statistical budget lines items with Statistical Accounts ... at the Costing visualization level. If not in scope then The Customer will add their budget data manually or using Questica Budget's spreadsheet import feature. Import Historic Import prior years' Capital statistical budgets from data import Customer Statistical Budgets workbooks. If not in scope then The Customer can add their task historical data manually or using Questica Budget's spreadsheet import feature. Import Statistical Import Capital statistical actuals transactions from data import Customer Actuals workbooks. If not in scope then The Customer can add their task Transactions historical data manually, or using Questica Budget's spreadsheet import feature. Integration ... Budget Export Automated facility to transfer the Capital module budget data In scope from Questica Budget to The Customer's general ledger or project ledger the approved budget object/costing Summarized level on an annual or other basis 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 s stems.ln addition to the limitations noted in Questica License and Service Agreement Page Page 365 Item#21. the general Integrations section of this Scope of Work; and 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:• Questica will create no more than 1 custom export configuration of the approved budget;• No custom user interface will be created for the selective export of sections of the budget;• Exports the entire budget (does not support the export of changes since the last export, such as amendments, which is a separate integration, see "Amended Budget Export" below). Amended Budget Automated facility to transfer individual approved amendments In scope Export to the Capital module budget data, from Questica Budget to The Customer's general ledger(or project 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 target system cannot be updated by re-running the full export provided in the item in the "Budget Export" item above. 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: • Questica will create no more than 1 custom export configuration of the budget amendments; • No custom user interface will be created for the selective export amendments; •Will be written to export either individual amendments as created or all amendments since the last export, as determined to be the best use-case, but not both options. Actuals Import Automated facility to transfer actual data from The Customer's In scope general ledger or project ledger 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. 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: • Questica will create no more than 1 import configuration of the actual costs transactions; •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; • Imports only actuals transactions, which is to say that it cannot be used to amend the budget. Statistical Budget Automated facility to transfer the Capital statistical budget data Not in Export from Questica Budget to a single target system at the scope Questica License and Service Agreement Page Page 366 Item#21. approved budget object/costing Visualization level on an annual or other basis when invoked by a user. Amended Automated facility to transfer individual approved amendments Not in Statistical Budget to the Capital statistical budget data, from Questica Budget to scope Export a single target system, or the other direction as required. This interface is required only in the case where The Customer requires the amended statistical budget to be Summarize between the two systems and where the target system cannot be updated by re-running the full export provided in the item in item above. Statistical Actuals Automated facility to transfer actual data into Questica Budget Not in Import Capital statistical module at a transaction level on a daily basis scope when automatically scheduled; and/or on demand. 2.5. Financial Statements The Questica Budget Financial Statements optional feature is not included in this implementation. 2.6. Performance Measures The Questica Budget Performance Measures module is included in this installation. Note that read-only licences are not available for Questica's Performance Measures module, as such the purchase of an 'Unlimited Read Only' licence does not grant read-only users access to this module. ScopeFunctional Area Description . Work Configuration ... Measure Configuration of Performance Measures Categories and Units, Customer Categories and establishing those lookup values within the system. If not in task Units scope then The Customer will leverage Questica provided training to determine how to configure these. Import Data ... Initial Performance Measures imported into Questica Budget from Excel® files ("workbooks') Measures If not in scope then The Customer will leverage Questica Customer provided training to determine how to enter Performance task Measures into the system. Note that Measures are not simple 2 dimensional data that can be represented in a spreadsheet. It is not possible to create Measures in bulk from Excel®workbooks." Scorecards If not in scope then The Customer will leverage Questica Customer provided training to determine how to configure Performance task Measure Scorecards within the system. Integration ... If automated import of Measure Actuals is required then a custom interface can be specified in the "Customizations"section of this Scope of Work. Questica License and Service Agreement Page Page 367 Item#21. 2.7. OpenBook Questica's "OpenBook" cloud service for data transparency is not included in this implementation. 2.8. Training ScopeFunctional Area Description . Work Questica maintains a substantial set of training courseware online in the Questica Academy. All relevant material on the Academy is available to all users during and after the implementation. 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 or via a web conference. In the case of video training the project manager will field any outstanding questions. Where a specialist trainer is "In Scope"below this might be as a follow-up to a video or presentation of the entire course. Questica's project manager 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). Note that Questica offers, as a service, the creation of online courseware for end users that is tailored to the Customer's system and processes. The following sections detail the proposed training. The project manager and the Customer will 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 the proposed plan. Training: Training in Questica Budget administration is delivered via a In scope Administration series of training courseware, such as pre-recorded videos. This will be delivered in one training session. Training: Training in the use of ad hoc views and dashboards is In scope Administrator delivered via pre-recorded training videos. Questica also Authored provides instructional videos on the use of the Report Builder Reporting 3.0 report authoring tool but recommend that users make use of the many online resources to gain expertise in this tool. This will be delivered in one training session. Train-the-Trainer: "Train the trainer"training in the use of Questica Budget's In scope Operating Operating module. Up to 2 training sessions will be held on this topic. Train-the-User: "Train the user"training in the use of Questica Budget's Customer Operating Operating module. task Train-the-Trainer: "Train the trainer"training in the use of Questica Budget's Staff Not in Staff Planning Planning feature. scope Questica License and Service Agreement Page Page 368 Item#21. Train-the-User: "Train the user"training in the use of Questica Budget's Staff Not in Staff Planning Planning feature. scope Train-the-Trainer: "Train the trainer"training in the use of Questica Budget's In scope Salaries Salaries module. This will be delivered in one training session. Train-the-User: "Train the user"training in the use of Questica Budget's Customer Salaries Salaries module. task Train-the-Trainer: "Train the trainer"training in the use of Questica Budget's In scope Capital Capital module. Up to 2 training sessions will be held on this topic. Train-the-User: "Train the user"training in the use of Questica Budget's Customer Capital Capital module. task Train-the-Trainer: "Train the trainer"training in the use of Questica Budget's In scope Performance Performance module is via pre-recorded training video. In Measures addition, one training session. will be held on this topic. Train-the-User: "Train the user"training in the use of Questica Budget's Customer Performance Performance module. task Measures Custom Custom Instructional on-boarding videos and el-earning Not in Instructional courseware for end-users, demonstrating general system scope Videos/eLearning usage and how to enter and query budgets according to the Courseware customer's process. On Site ... On-Site Training Not in Visits scope 2.9. Customizations 2.9.1. Custom Business Rules (CBRs), Modifiers, User Interface The following customizations are included within this Scope of Work: • Police Step Plan • Fire Union Compensation Schedule Customizations not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.9.2. Custom Reports, Custom Ad Hoc Entities and Custom Dashboards Questica License and Service Agreement Page Page 369 Item#21. This project includes 100 hours identified exclusively for the development of the following reports and/or ad hoc entities. Work on these shall not exceed 100 hours except on receipt and acceptance of a change order, which may require additional funding: • Report: Placeholder for Custom Reporting *** Notes: Placeholder for Custom Reporting Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and acceptance of a change order,which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.9.3. Specifications Before Questica undertakes any customizations described herein, as well as integrations with other systems, and data imports, The Customer and Questica shall prepare and sign-off on the detailed specifications ("Specifications")for the work to be performed. 2.9.4. Change Orders Any changes to the agreed specifications, including changes requested by The Customer within the warranty period, shall be the subject of a new change order and the work to be carried out thereunder shall be separately quoted, agreed, and billed and shall not be included as part of this Scope of Work. 2.9.5. Warranty Once completed the custom work shall be warranted by Questica in accordance with the "Technical Support Services"section of the Questica Software License Agreement. 2.10. Project Management 2.10.1. Questica Project Management Responsibilities 1. Coordinating the development of the project plan in consultation with The Customer project manager and team members. 2. The timely delivery of items identified as "In scope"within this SoW. 3. Ensuring that members of The Customer staff are sufficiently educated in the Questica Budget application to understand the implications of initial design decisions. 4. Providing The Customer with timely and detailed descriptions of the items identified as "Customer task"within this SoW. 5. Advising The Customer of expected completion dates for items identified as"Customer task"within this SoW. 6. Advising The Customer of the impact on the expected delivery dates of"Customer task" items when prerequisite customer tasks, such as the completion of data import templates or approval of report specifications, are advanced or delayed. 7. Monitoring the progress of the project and advising The Customer of risks to its on-time completion. 8. Coordinating the completion and approval of change orders. 2.10.2. The Customer Project Management Responsibilities Questica License and Service Agreement Page Page 370 Item#21. 1. The timely delivery of items identified as "Customer task"within this SoW. 2. Advising The Customer of expected delivery dates for items identified as "Customer task" within this SoW. 3. Ensuring that change orders contain a full specification of the changes required. 4. Ensuring that customizations are fully specified and documented. 5. Ensuring that all Customer team members have a clear understanding of their responsibilities to the project. 2.10.3. Project Planning 1. The project plan will be prepared by the Questica project manager in consultation with The Customer's project manager and team members. 2. The project planning phase will determine whether Questica Budget modules are to be implemented serially or in parallel and, if serially, the order of module implementation. 3. The implementation of each Questica Budget module will involve the following stages: a. An overview of, and training in, the module and the ways in which the module can be extended by configuration and customizations. b. A determination of how best to configure and, if necessary, customize the module to meet the objectives of The Customer. C. An overview of the advantages and, if present, disadvantages of the proposed configuration and customizations. d. Documentation of the agreed configuration and customizations. e. The preparation of data import templates consistent with the agreed configuration and customizations. f. The completion by The Customer of the data import templates. g. The import by Questica of the data import templates. h. Customer approval of the imported Questica Budget structures and data. i. The creation of custom report entities to support The Customer's reporting, where such reporting is not readily available within Questica Budget's "natural" data model. j. Training in the creation of(ad hoc)views, and ad hoc print reports using Microsoft Report Builder 3.0. k. Determination of custom reporting requirements that cannot be met by the standard reports and the use of the out-of-the-box ad hoc reporting features. I. The preparation of change orders and specification for any custom reports not detailed in this Scope of Work. M. The development by Questica of any required custom reports, whether detailed in this Scope of Work or added to the scope through a change order. n. The testing and acceptance of custom reports and report views. o. The deployment of custom reports and report views. Questica License and Service Agreement Page Page 371 Item#21. 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. 2.11. Customer Resources 1. The requirement for Customer resources is variable with: a. The duration of the project. b. The degree of internal Customer consultation. C. The level of internal Customer agreement. d. The number of customizations. e. The familiarity of Customer staff with the SQL Server environment. Questica License and Service Agreement Page Page 372 Item#21. APPENDIX D—Contract Exceptions This Appendix D is reserved for agreed upon changes or exceptions to the License and Service Agreement. Changes in this Appendix D supersede and replace the identified language or section from the License and Service Agreement. END OF LICENSE AND SERVICE AGREEMENT DOCUMENT Questica License and Service Agreement Page Page 373 CONTRACT CHECKLIST I. PROJECT INFORMATION Date: 8/27/2020 REQUESTING DEPARTMENT FINANCE Project Name: Budget Software Project Manager: Jenny Fields Contract Amount: $271,112 Contractor/Consultant/Design Engineer: Contractor- Black Eagle Construction Is this a change order? Yes ❑ No ❑� Change Order No. N/A II. BUDGET INFORMATION (Project Manager to Complete) III. Contract Type Fund: 01 Budget Available(Purchasing attach report): Department 1500 Yes 0 No ❑ Construction ❑ GL Account 94310/53360 FY Budget: 2020 Task Order ❑ Project Number: 10657 Enhancement: Yes ❑ No 0 Professional Service 0 Equipment ❑ Will the project cross fiscal years? Yes❑ No ❑� Grant ❑ IV. GRANT INFORMATION-to be completed only on Grant funded projects Grant#: Wage Determination Received Wage Verification 10 Days prior to bid due date Debarment Status(Federal Funded) N/A N/A N/A N/A Print and Attach the determination Print,attach and amend bid by addendum(if changed) www.sam.gov Print and attach V. BASIS OF AWARD BID RFP/RFQ TASK ORDER Award based on Low Bid Highest Ranked Vendor Selected Master Agreement Category (Bid Results Attached) Yes ❑ No ❑ (Ratings Attached) Yes ❑No U Date MSA Roster Approved: Typical Award Yes Q No ❑ If no please state circumstances and conclusion: This purchase is made from an Idaho State Contract Date Award Posted: 7 day protest period ends: VI. CONTRACTOR/CONSULTANT REQUIRED INFORMATION PW License N/A Expiration Date: N/A Corporation Status Insurance Certificates Received(Date): N/A Expiration Date: N/A Rating: N/A Payment and Performance Bonds Received(Date): N/A Rating: N/A Builders Risk Ins.Req'd: Yes ❑ No ❑ If yes,has policy been purchased? N/A (Only applicabale for projects above$1,000,000) VII. TASK ORDER SELECTION (Project Manager to Complete) Reason Consultant Selected ❑ 1 Performance on past projects Check all that apply ❑ Quality of work ❑ On Budget ❑On Time ❑ Accuracy of Construction Est ❑ 2 Qualified Personnel ❑ 3 Availability of personnel ❑4 Local of personnel Description of negotiation process and fee evaluation: Enter Supervisor Name Date Approved Vill. AWARD INFORMATION Date Submitted to Clerk for Agenda: August 27,2020 Approval Date 9-8-2022 By: Council Purchase Order No.: Date Issued: WH5 submitted N/A (Only for PW Construction Projects) NTP Date: Contract Request Checklist.5.242016.Final