HomeMy WebLinkAboutQUESTICA SOFTWARE LTD.INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
6 - l5.2D23
CLERK OF COUNCIL
DATE:
J AN 19 2023
A-2022-250
Questica
Where brilliant begins.
(SV�iv�novtN�(N'� QUESTICA BUDGET MAINTENANCE AND SUPPORT AGREEMENT
This MAINTENANCE AND SUPPORT AGREEMENT (the "Agreement") is made and entered into this 20t1 day
of December, 2022 by and between QUESTICA SOFTWARE LTD., a corporation incorporated under the
laws of Delaware, US ("Questica") and the City of Santa Ana, CA, including, without limitation, all its
subdivisions, departments, and constituent entities within its legal scope and jurisdiction (collectively, the
"Licensee").
BACKGROUND
1. On January 16, 2018, Questica and Licensee entered into a License and Services Agreement
#A-2018-006.
2. Questica is the exclusive provider of Maintenance and Support Services for the Questica
Budget product solution.
3. The Licensee wishes to receive Maintenance and Support Services for the licensed products,
pursuant to the terms of this Agreement.
4. The Licensee wishes to receive Unlimited Licenses for the licensed products, 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 Licensee (collectively, the "Parties" and individually, a "Party") agree as follows:
1. ORDER OF PRECEDENCE. All terms from the original License and Services Agreement and any
subsequent changes or amendments remain in full force unless specifically addressed within this
Maintenance and Support Agreement.
2. PERMITTED USE. Subject to the terms of this Agreement, Questica hereby grants to Licensee 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 Licensee's own
internal business purposes exclusively within the facilities and sites within the jurisdiction of the
Licensee. If Licensee wishes to use the Software at or from an additional site or sites outside of its
jurisdiction, Licensee agrees to obtain a separate license for such site(s). Licensee's right to use the
Software and the Documentation is limited to those rights expressly set out herein. Licensee 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 Licensee, except as expressly provided herein.
2.1. PERSONNEL WORK -AT-HOME RIGHTS. Licensee's personnel (its employees and contractors)
may use the Software from their homes as an extension of the license granted to the Licensee,
for business related purposes. Licensee personnel may not use the Software at home for
personal purposes. For greater clarity, Licensee shall be responsible for the use of Questica by
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any contractors, including any actions of omissions of such contractors, as though they were
employees of Licensee. Licensee 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.
2.2. PERMITTED CUSTOMIZATIONS. Questica also grants the Licensee 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 Licensee 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
Licensee 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.
2.3. RESTRICTIONS ON USE. Except as set forth herein, Licensee shall (a) not copy the Software
except to copy it onto the site computers being used by Licensee 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 -Licensee 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 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.
3. 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 Licensee by this Agreement.
Questica shall defend Licensee against any claim that the Work infringes a patent, copyright, trade-
mark or other intellectual property right of any third party and Questica will pay resulting cost,
damages and reasonable legal fees finally awarded, provided that i) Licensee promptly notifies
Questica in writing of the claim; and ii) Questica has sole control of the defense and all related
settlement negotiations.
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If such claim has occurred or in Questica's opinion is likely to occur, Licensee agrees to permit Questica
at its option and expense, either to procure for Licensee 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 Licensee 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.
4. 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 accompanying written materials. If the Software does not so perform during such
period, Questica will correct, at no cost to Licensee, programming errors in the Software to make the
Software so perform provided that 1) the Software has been properly used by the Licensee in
accordance with the documentation furnished by Questica to Licensee in connection therewith; ii)
Licensee 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) Licensee or any third party has not changed or
modified the Software.
Licensee agrees that Questica shall not be liable to the Licensee 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 Licensee hereby agrees that Questica's maximum liability for any claim arising in connection with
the Software, the Documentation or any related materials (whether in contract, tort, including
negligence, product liability or otherwise) shall not exceed the total Maintenance and Support fees
paid by the Licensee.
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.
5. LIMITATIONS OF REMEDIES AND DAMAGES. Subject to Section 10 hereof, Questica's entire liability
and the Licensee'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 Licensee to Questica as Maintenance and Support
Fees. In no event, shall Questica be liable for indirect, special, incidental, or consequential damages,
even if advised of the possibility of such damages.
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6. DISPUTE RESOLUTION. 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 to resolve the dispute.
Escalation
Questica Management
Licensee
Period of
Level
Management
Resolution Efforts
First Level
Customer Success Associate
Project Manager
10 business days
Second Level
Customer Success Manager
Finance Department
10 business days
Manager
Third Level
President
Director of Finance or
10 business days
Treasurer
IRREPERABLE HARM. Licensee acknowledges and agrees with Questica that the breach by it of any of
the provisions of Sections 1- 4, 8 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 Licensee of any
of such provisions, Licensee 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.
8. 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.
9. FEES. Licensee agrees to pay the fees as specified in Appendix A. The total amount to be expended
under this Agreement shall not exceed $231,804.31 during the term of this Agreement. This sum shall
be comprised of $205,404.31 for the three-year term with a contingency amount of $26,400 for
additional custom reporting needs.
10. PRODUCT MAINTENANCE AND SUPPORT. For the first year of this Agreement, upon paying the
Licensee Fee and for each year thereafter, provided that Licensee 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 Licensee 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. Questica may, in its
sole discretion, increase the Annual Product Maintenance or Support Fees upon 30 days prior written
notice. It 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
lastincrease.
11. ACCEPTANCE OF CUSTOM WORK. Within fifteen (15) business days from the delivery of each
individual Custom Work, the Customer/Licensee shall, In its sole discretion, review the Product
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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 Licensee's specifications or
expectations. Questica will promptly correct the deficiencies and reinstall the Customizations, and the
approval procedure shall be reapplied until Licensee 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 Licensee has declared the Customizations satisfactory, the Customizations shall be
considered 'Accepted'.
12. PAYMENT. Payment is required in the currency quoted. Terms are Net-30 days from the later of a)
the date of receipt of invoice, or b) the invoice date.
13. 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. This Section shall survive
the termination of the 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 Licensee; 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, (f) is disclosed pursuant to
court order, or other legal compulsion or (g) is subject to disclosure pursuant to federal and state
public disclosure laws.
14. RESERVED
15. TERMINATION. This Agreement is effective as of the Effective Date and shall continue unless and until
this Agreement is terminated. Licensee 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.
This Agreement may be terminated by Licensee upon thirty (30) days written notice of termination.
In such event, Questica shall be entitled to receive and Licensee shall pay Questica compensation for
all services performed by Consultant prior to receipt of such notice of termination, and a
termination fee if cancelled prior to the 3 year term.
In the event that Licensee shall be in breach of any provisions of the Dispute Resolution Section
outlined in this Agreement, Questica may provide notice of such breach to Licensee, who shall have
thirty (30) days from the date of such notice to cure or rectify the said breach. Should Licensee fail to
cure or rectify the said breach in the said thirty (30) days, Questica may terminate this 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 2, 3, 9, 10, and 12 herein shall survive the termination of this Agreement,
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16. 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 if transmitted by facsimile transmissions to such
Parties as detailed in the attached Quotation or at such other address orfacsimile number 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 is then in effect or comes into effect within four (4) Business Days after such mailing. Any
notice transmitted by facsimile shall be deemed given and received on the day of its transmission if
such day is a Business Day and if not, then on the next day that is a Business Day.
17. 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.
18. 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
Licensee's name and identify the Licensee as a Questica client in advertising, marketing materials,
press releases and similar materials.
19. USE OF SUBCONTRACTORS. Questica warrants that all persons assigned by it to the performance of
this Agreement shall be employees or authorized subcontractors of Questica and shall be fully
qualified to work under this Agreement. Questica shall ensure that an adequate number of
appropriately qualified personnel are employed and available to satisfy its obligations as outlined in
this Agreement.
20. EXPORT CONTROL. The Software is intended for distribution only in the United States and Canada.
Licensee 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.
21. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by the laws of the State of
Delaware 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 Delaware in respect this Agreement.
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22. MISCELLANEOUS. This Agreement shall be governed by the laws of the State of Delaware, US. 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.
23. 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 L-C. 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.
24. HEADINGS; SEVERABILITY. The headings and other captions in this Agreement are for convenience
and reference only and are not to be construed in anyway 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.
25. TERM. This agreement shall commence on January 16, 2023 for a three (3) year term, unless
terminated earlier in accordance with Section 15, above.
26. INSURANCE. Questica shall procure and maintain for the duration of the contract insurance against
claims for security breaches, system failures, injuries to persons, damages to software, or damages to
property (including computer equipment) which may arise from or in connection with the
performance of the work hereunder by Questica, its agents, representatives, or employees. Questica
shall procure and maintain for the duration of the contract insurance claims arising out of their
services and including, but not limited to loss, damage, theft or other misuse of data, infringement of
intellectual property, invasion of privacy and breach of data.
26.1. MINIMUM SCOPE AND LIMIT OF INSURANCE- Coverage shall be at least as broad as:
26.1.1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, or an
equivalent form, covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal & advertising injury
with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location (ISO CG
25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
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26.1.2. Automobile Liability: Insurance Services Office Form Number CA 0001, or an equivalent
form, covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired)
and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and
property damage.
26.1.3. Workers' Compensation Insurance as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury, disease, and policy limit.
26.1.4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by Questica in this agreement and shall include, but not be
limited to, claims involving security breach, system failure, data recovery, business
interruption, cyber extortion, social engineering, infringement of intellectual property,
with the exception of patent infringement and misappropriation of trade secrets,
including but not limited to infringement of copyright, trademark, trade dress, invasion
of privacy violations, information theft, damage to or destruction of electronic
information, release of private information, and alteration of electronic information. The
policy shall provide coverage for breach response costs, regulatory fines and penalties as
well as credit monitoring expenses.
26.1.5. Technology Professional Liability Errors & Omissions Insurance appropriate to the
Consultant's profession and work hereunder, with limits not less than $2,000,000 per
occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations
as is undertaken by Questica in this agreement and shall include, but not be limited to,
claims involving security breach, system failure, data recovery, business interruption,
cyber extortion, social engineering, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or
destruction of electronic information, release of private information, and alteration of
electronic information. The policy shall provide coverage for breach response costs,
regulatory fines and penalties as well as credit monitoring expenses.
26.1.5.1. The Policy shall include, or be endorsed to include, property damage liability
coverage for damage to, alteration of, loss of, or destruction of electronic data and/or
information "property" of the Agency in the care, custody, or control of Questica. If
not covered under Questica's liability policy, such "property" coverage of the Agency
may be endorsed onto Questica's Cyber Liability Policy as covered property as
follows:
If Questica maintains broader coverage and/or higher limits than the
minimums shown above, the Licensee requires and shall be entitled to
the broader coverage and/or the higher limits maintained by the
contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the
Licensee.
26.2. Other Insurance Provisions- The insurance policies are to contain, or be endorsed to
contain, the following provisions:
26.2.1. Additional Insured Status -The Licensee, its officers, officials, employees, and volunteers
are to be covered as additional insureds on the CGL policy with respect to liability arising
out of work or operations performed by or on behalf of Questica including materials,
parts, or equipment furnished in connection with such work or operations. General
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liability coverage can be provided in the form of an endorsement to the Consultant's
insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG
20 33, or CG 20 38; and CG 20 37 forms if later revisions used).Please note, if there is an
insured vs. insured exclusion on the Questica's policy, carefully review with Questica and
their insurance carrier on whether being added as an additional insured onto Questica's
policy removes the Licensee's ability to file suit against Questica and draw upon the policy
should final adjudication in a lawsuit state that Questica shall pay damages to the
Licensee.
26.2.2. Primary Coverage- For any claims related to this contract, the Questica's insurance
coverage shall be primary, with the exception of the Cyber/Errors and Omissions
coverage. Coverage for commercial liability shall be at least as broad as ISO CG 20 0104
13 as respects the Licensee, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the Licensee, its officers, officials, employees,
or volunteers shall be excess of Questica's insurance and shall not contribute with it.
26.2.3. Notice of Cancellation- Questica shall provide notice of cancellation to Licensee upon
receipt from its insurer(s).
26.2.4. Waiver of Subrogation- Questica hereby grants to Licensee a waiver of any right to
subrogation which any insurer of Questica may acquire against the Licensee by virtue of
the payment of any loss under such insurance. Questica agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the Licensee has received a waiver of
subrogation endorsement from the insurer.
26.2.5. Self -insured Retentions- Self -insured retentions must be declared to and approved by the
Licensee. The Licensee may require Questica to provide proof of ability to pay losses and
related investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self -insured
retention may be satisfied by either the named insured or Licensee.
26.2.6. Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct
business in the state with a current A.M. Best's rating of no less than A-VII, unless
otherwise acceptable to the Licensee.
26.2.7. Claims Made Policies- If any of the required policies provide coverage on a claims -made
basis:
26.2.7.1. The retroactive date must be shown and must be before the date of the contract
or the beginning of contract work.
26.2.7.2. Insurance must be maintained and evidence of insurance must be provided for at
least (5) years after completion of the contract of work.
26.2.7.3. If coverage is canceled or non -renewed, and not replaced with another claims -
made policy form with a retroactive date prior to the contract effective date, Questica
must purchase "extended reporting" coverage for a minimum of five (5) years after
completion of contract work.
26.2.8. Verification of Coverage- Questica shall furnish the Licensee with original Certificates of
Insurance including all required amendatory endorsements (or copies of the applicable
policy language effecting coverage required by this clause). However, failure to obtain the
required documents prior to the work beginning shall not waive the Questica's obligation
to provide them. The Licensee reserves the right to require complete, certified copies of
all required endorsements required by these specifications, at any time.
9 1 P a g e
26.2.9. Subcontractors- Questica shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Questica shall ensure that
Licensee is an additional insured on insurance required from subcontractors.
26.2.10. Special Risks or Circumstances- Licensee reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer,
coverage, or other special circumstances.
[Signatures on the following Page]
101Page
A-2022-250
IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the Effective Date.
ATTEST:
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Jose Montoya
Assistant City Attorney
QUESTICA SOFTWARE LTD.
Authorized Signature: U)61� Lzaat
Authorized Name
Title:
111Page
Wendie Leest
Director, Customer Success
CITY OF SANTA ANA
Kristine Ridge
City Manager
RECOMMENDED FOR APPROVAL:
n�n�oa.�.�oa, zvsnznsn
Kathryn Downs
Executive Director
Finance and Management Services
APPENDIX A - Order Form
Fixed Price Items
Description
Questica Budget Framework - All Modules
Operating Licenses from 50 to
Personnel Planning from 10to
Capital Licenses from 50 to
Read -Only
Performance Measures
Allocations
Statistical Ledger
Open Book Transparency
Professional Services
Consulting Package
Scope of Work - Appendix C
Contingency for Services
Scope to be determined
as requested by Santa Ana (to be billed T&M)
Annual Maintenance & Support
Unlimited Licenses (one-time license cost)
Discount - Unlimited Licenses (one-time license
cost)
Incremental Annual Maintenance & Support
Discount - Consulting Package
Year 1 $75,134.77
Year $65,134.77
Year 3 $65,134.77
121Page
Qty Total
$ 65,134.77
Unlimited
Unlimited
Unlimited
Unlimited
Included
Included
Included
Included
Included $ 3,600.00
$ 26,400.00
$ 57,364.88
$ 15,000.00
-$ 5,000.00
$ 7,500.00
-$ 3,600.00
Total Fixed 1tYear Price: $ 75,134.77
Software Maintenance from January 17"', 2023 to January 16t", 2024
Software Maintenance from January 17"', 2024 to January 16t', 2025
Software Maintenance from January 171h, 2025 to January 16t', 2026
Pricing Notes:
• Pricing valid through: December 20, 2022
• Above pricing in US dollars
• Applicable Taxes Extra
• Consulting Package Work required by: March 27, 2023
• Professional Services Items: This is an estimate only. All work to be invoiced monthly on Time &
Materials basis.
• Fixed Price Items:
o Terms of Payment:
• Software License
• To be charged in full on the Quote Acceptance Date
• Annual Maintenance:
• Year 1 to be charged on a pro -rated basis based on time from Quote
Acceptance Date to the anniversary date of the master agreement, due on
Quote Acceptance Date
CONTINGENCY INCLUSION: $26,400.00 available at Santa Ana's discretion for custom
reporting/integrations, training, consulting, etc
Termination Fee
In the event the Licensee cancels this Agreement prior to the end of the 3-year term, the Licensee shall
pay Questica a one-time termination fee of $7,500. This fee is subject to the provisions stated in Section
15 of this Agreement.
Payment Terms
Maintenance and Support fees are due in full in advance of the renewal period. Questica will issue a
corresponding invoice a minimum 30 days prior to the renewal date.
Additional Services
Additional professional services can be purchased at Questica's then current rate, which at the execution
date of this Agreement is $225/hr. Any additional services requested shall be in writing and signed by
Licensee's City Manager before they are performed by Questica.
131Page
APPENDIX B — Maintenance, Technical Support
1) 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 Licensees
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:
A) Platform extensions including product extensions to (i) different hardware platforms; (ii)
different windowing system platforms; (iii) different operating system platforms
B) New applications
C) Services associated with the application or installation of Updates
Installation of Updates is the responsibility of the Licensee. If requested, Questica will assist with 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.
2) Technical Support Services. Comprehensive Phone and e-mail based Technical Support of a
reasonable nature. 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. Support Services
include the support of Questica supplied integrations that have not been modified by the Licensee.
Each support 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 does not include:
A) Custom Programming Services.
B) On -site support.
Q Software Installation or re -installation.
D) Update Installation, or data and report updates required to support Updates.
E) Licensee developed interfaces, API interactions, or customizations.
F) Licensee developed reports.
G) End -User Training or Re -Training.
H) Licensee Hardware Issues.
1) Correction of data issues derived from user error or product misuse.
J) Changes to Questica developed custom reports or product 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.
K) Corrections to Questica developed custom reports or customizations beyond six months
from the date of delivery. (the upgrade protection period)
L) Changes to integration functionality made necessary due to licensee 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 and/or Hosting Services provided.
14)Page
Licensee is responsible for ensuring that its personnel have sufficient training to attain and maintain
competence in the operation of the Software.
Technical Support is available through Questica's normal business hours, Monday through Friday, 8:00am
through 8:00pm, Eastern Standard Time. Extended coverage is available for an additional fee. Questica
will provide an initial response to all properly submitted support requests within two (2) business hours
of initial submission.
151Page
APPENDIX C — Scope of Work (SOW)
Consulting Package
Questica's standard review, equating to approximately 16 hours of services provided by a member
of Questica's Budgeting & Implementation Consulting team. The deliverables of which shall be:
• Initial discovery meeting: Questica consultant chairs conversation to determine focus areas
etc.
• Product demo: walkthrough of new features, tailored to outcome of initial discovery
meeting.
• Review distributed budgeting (useful with unlimited licenses)
• Deep dive:
Includes consideration of the new features of the 2021 version: calendars, user tasks,
notifications, discussions, and enhanced navigation through global search and explorer
trees.
• Change management: document package to assist with understanding of change
management concerns to resolve before "Go Live" with a broader set of users.
• Configuration: any immediate changes possible through the user interface (excludes custom
programming and reports).
• Questica Help guide: focused list of material for further review.
• output document: noting all findings and a plan for unresolved/unimplemented items.
Limit of effort:
Neither training sessions nor ad hoc reporting are implicitly included in -scope. Training not
available within this scope may be purchased at the standard services rate.
END OF MAINTENANCE AND SUPPORT AGREEMENT
16(Page
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL,
Contractor Questica Ltd.
Name:
Project TBD (030)
Number:
Project Questica Budget Maintenance And Su
Name: g Support Agreement
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY EXPIRATION COI FILE NAME
NUMBER DATE DATE
,
COI19208445-
AUTOMOBILE LIABILITY
40UENCF0128
06/15/2023
12/21/2022
City of Santa
Ana.pdf
COI 19208445-
GENERALLIABILITY
40UUNCF0154
06/15/2023
01/11/2023
City of Santa
Ana.pdf
Questica LTD COI
PROF/TECH E&O/CYBER
40TE039156422
06/15/2023
06/15/2022
Exp 6-15-23
RMD06202022.pdf
Questica LTD COI
PROF/TECH E&O/CYBER
40TE039156422
06/15/2023
06/15/2022
Exp 6-15-23
RMD06202022.pdf
WORKERS COMPENSATION AND
CM I9208445-
EMPLOYERS' LIABILITY
40WBAIAMYB
06/15/2023 12/21/2022 City of Santa
Ana.pdf
Thank you,
City of Santa Ana
Risk Management Division