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QUESTICA, INC - 2018
INSURANCE NOT ON FILE A-2018-006 WORK MAY N PROCEED CLERK OF COUNCIL. 1�^ DATE:MAR 18 701 T �po"t—" (0) AGREEMENT WITH QUESTICA TO PROVIDE A,\)t,r.'3 r kora CITYWIDE BUDGET MANAGEMENT SOFTWARE THIS AGREEMENT is made and entered into this 16th day of January, 2018 by and between Questica, Inc, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On May 4, 2017, the City issues a Request for Proposal ("RFP) # 17-053, by which it sought consultants with extensive experience in providing budget management software for large organizations to deliver a public sector budgeting solution that supports the various needs of the budget office and City departments in the development and publication of the City's annual budget and related documents. 13. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide such services to the City. C. fit undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant tinder this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the tern of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Scope of Work attached as Exhibit A, attached hereto and 'incorporated by reference. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $362,344 including any extension periods exercised per Section 3 below. b. Payment by City shall be made within 45 days (forty-five) days following reccipt of proper invoice evidencing work performed, •subject to City accounting procedures. Payment need not be made for work which falls to meet the standards ofpertormance set forth in the Recitals which may reasonably be expected by City. Page 1 of 10 3. TERM This Agreement shall commence on the date first written above three (3) year term with the option for the City to grant up to a two (2) one year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, below. Either party may provide written notice of its intention not to renew thirty (30) days prior to the end of the then current term. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects, if the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a. non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 10 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance, naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hued and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant maintains Professional liability (errors and omissions) or Cyber Liability insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, proof of such coverage shall be provided to the City. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that 'insurance has Page 3 of 10 been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section '1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respectto its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. LIMITATION OF LIABILITY The City hereby agrees that Consultant'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 cost for the services paid by the City for the term of this Agreement. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 10 11. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 12. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 1.5. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Page 5 of 10 Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 16, ASSIGNMENT htasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt Of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. payment need not be made for work which 'fails to meet the standard of performance specified in the Recitals of this Agreement. 1.8. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 19. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Page 6 of 10 Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City filly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if'fully set forth in the body of this Agreement. 22. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714-647-6956 With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 Page 7 of 10 To Consultant: Questica, LTD Attn: Andre Aberdeen Senior Account Executive 980 Fraser Dr., Ste. 105 Burlington, ON, Canada 1,71, 5P5 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa Storck Assistant City Attorney �RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERR Z Executive Director Finance and Management Services Agency CITY OF SANTA ANA Raul Godi Il City Manager QUESTICA: a By: A (lata OoA Title: Treasurer Page 8 of 10 EXHIBIT A SCOPE OF SERVICES Exhibit A Scope of Work Questica Budget Implementation for City of Santa Ana 1, Revision History 2. Scope of Work In the Scope of Worktables, 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 orfunction 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 scope I The task or function is not within the scope of work to be undertaken by Questica professional services, nor will it be undertaken by The Customer. Questica and The Customer agree that the implementation of Questica Budgets 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, Delays on the part of The Customer, including putting the project on temporary hold or switching out project team members, may result in a project Change Order to cover restart, rework, rescheduling and retraining. This fixed price implementation includes project management for the duration of the 26 week implementation contiguous from kick-off (see "Project Management" below). 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 will supply The Customer with blank workbooks which must be completed according to the defined format and structure. For the purpose of this Scope of Work, the definition of Division, Department, Costing Centers, Project, Fund, GL Account, and Asset Type shall be that found in the Questica Budget Operating & Capital manuals. The mathematical relationships between these entities shall be those currently supported by Questica Budget and described In the Questica Budget Operating & Capital manuals. 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) where each of these modules is in use. GL Accounts must be categorized as either a revenue or expenditure account. The inclusion of chart of account segments ("chart fields'), other than those mentioned above, will be accommodated where possible but is not guaranteed, and can extend the import timeframe. 0 Questica Inc. December 11, 2017 Page 12 of 27 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 "2.8. Customizations' of this Scope of Work document. Sections prior to "2.8. Customizations" detail the delivery of standard product functionality and services. 2.1. Questica Budget Configuration & Shared Components Implementation Questica will configure production and test versions of Questica In scope Hosting Budget during the implementation period. These will be hosted by Questica for a period not to exceed 6 months from the signing hereof. © Questica Inc. December 11, 2017 Page 13 of 27 n Hosting The Customer will provide a server operating environment as Customer I follows: I task Questica Access T Production Server Management Security Microsoft® Windows Server®: supported versions - 2012, 2012R2 (Standard or Enterprise editions, 32 & 64 bit); • Microsoft Internet Information Server (IIS): component of installed Windows server; • Microsoft SQL Server@a and SSRS (SQL Server Reporting Services): supported versions - 2012, 2014, or 2016; • Microsoft .NET Runtime 4.6 installed. The Customer will provide user workstation environments as follows: • A web browser: supported browsers - Internet Explorer 10 or newer, Microsoft Edge, Safari latest release (on Mac only), 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); • A ClickOnce browser extension (if self -serve report authoring is required from browsers other than Internet Explorer or Edge). The Customer will provide a technical contact with full security access to the operating environment as well as the authority and proficiency to assist Questica in the configuration of Questica Budget and/or to provide Questica personnel with full VPN access and permissions for the operating environment. Questica implementation & technical staff have full access to the production system for the purpose of system implementation. Questica will assign a project manager to lead this implementation on Questica's behalf. The role and responsibility of the project manager is to ensure that the product is implemented according to this Scope of Work and to carry out the tasks detailed in sub -section "2.9.1. Questica Project Management Responsibilities" of this Scope of Work.The project manager will hold no more than 1 standing weekly status meeting, but is available via email and telephone for ad-hoc contact as needed. All work with the Questica project lead(s) will be carried out off- site and contact will be via normal telecommunication channels. Determine how and when to use the various security levels available within Questica Budget, enter users and assign them 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. Configure Questica Budget to use The Customer's existing y Authentication for user logon. ....._._.__................ Import Configuration ... Import Master Configuration and data import of the following Questica standar, Configuration Data data structures, using data supplied by The Customer in Excel® j workbooks provided by Questica: • Division/Department hierarchy; I • Fund Categories and Funds; • Account Categories and Expense and Revenue GL Accounts; •Statistical Account Categories and Statistical Accounts; • Measure Units. scope ..._............... scope scope Customer task In scope scope © Questica Inc. December 11, 2017 Page 14 of 27 Analytics ... Standard Reports Provision of Questica Budget's standard reports. These reports In scope 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 hoc Authored Reporting views which can be used as datasets when using Report Builder 3.0 for administrator authored reporting; as the data source for dashboard widgets; and as part of the ad-hoc analytics interface. Each ad hoc view requires a base "entity" (database table), which can be one of Questica's native data entities; a user configured entity; or a custom built "report entity" which consolidates the data from multiple entities and presents it to the ad hoc view as a single entity ready to report on. Questica will be provisioned with a set of useful report entities and sample ad hoc views. 2.2. operating Module The Questica Budget Operating module is included in this installation. scope optional Features ... I 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. Mocations Add-in The Questica Budget Allocations add-in, to allocate specific In scope budget lines to multiple costing centers. If the Capital module is active then budget lines can also be allocated to projects. Statistical Ledger The Questica Budget Statistical Leger add-in, to budget for non- in scope - - Add-in general ledger and non -monetary values, rates and quantities within costing centers. Staff Planning Add- The Questica Budget Staff Planning add-in, to create a staffing Not in scope in budget which accounts for non-productive time and full shift coverage, within costing Centers. This add-in requires the Salaries I module as well as the Operating module. Confir±uration... i Centers Configuration and data import of standard Questica Operating data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create Costing Centers (for each historical and current/future budget year to be loaded); • Add Costing Centers to Departments consistent with, and shared by, the Capital budget module•, • Associate Costing Centers with Funds; • Define Budget Promotion Stages. n scope Questica Inc. December 11, 2017 Page 15 of 27 Import Initial Budget Import Historic Budgets Transactions Import Initial Statistical Budget Importthe current/future budget, with 1 years of future 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. In scope Import 2 prior years' Operating budgets from data import In scope 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 Operating actuals transactions from data import workbooks. If not in scope then The Customer can add their historical data manually, or using Questica Budget's spreadsheet Import feature, or use the automated integration once that has been configured. Import the current/future Operating budget from data import workbooks: • Create statistical budget lines items with Statistical Accounts ... at the Costing Center 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' statistical budgets from data import Statistical Budgets workbooks. If not in scope then The Customer can add their historical data manually or using Questica Budget's spreadsheet import feature. Import Statistical Import statistical actuals translations from date import Actuals workbooks. If not in scope then The Customer can add their Transactions historical data manually, or using Questica Budget's spreadsheet import feature. Import Initial Staff ,Import currant staff plan as start point for next budget year from Plan data import workbooks. If not in scope then The Customer can add their staff plans manually. Note that staff plans are not simple 2 dimensional data that can be represented in a spreadsheet. It is riot possible to load staff plans in bulk from ExcelOn workbooks. Integration ... task task task task er scope Questica Inc. December 11, 2017 Page 16 of 27 Budget Export Automated facility to transfer the Operating module budget data I In scope from Questica Budget to The Customer's Lawson 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 systens.in 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 j Budget Export" below). I Amended Budget Automated facility to transfer individual approved amendments to Not in scope Export the Operating module budget data, from Questica Budget to The Customer's Lawson 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. Lawson general ledger cannot be updated by re -running the full export provided in the item in the "Budget Export" item above. Actuals Import Automated facility to transfer actual data from The Customer's i In scope Lawson general ledger to the Questica Budget Operating module I 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 I structure. Notwithstanding items expressly referenced in the I "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 j be used to amend the budget. Questica Inc. December 11, 2017 Page 17 of 27 2.3. Salaries Module The Questica Budget Salaries module is included in this installation. 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 priorto going live with the Salaries module. Import Positions & Import fro11 m data import workbooks. I In scope Employees j Import Grades & Import from data import workbooks. 1 In scope Scales Cr11- Create "modifiers" to supplementary personnel costs Customer eate Benefits 1 generate (Modifiers) such as benefits, allowances, and insurance. If not in scope then task 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@a workbooks. Import Import from data import workbooks. inscope Position/Costing I Center Allocations Integration ... Payroll Actuals Automated facility to transfer actual payroll transactions at the j Not in scope 1 Import ? employee/position detail level from The Customer's payroll j system to the Questica Budget Operating module; automatically scheduled, and/or on demand. I, 0 Questica Inc. December 11, 2017 Page 18 of 27 HR Data Sync. Automated facility to synchronize Salaries data between Questica Budget and The Customer's Lawson 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 Lawson system, either in CSV formatted files or by ensuring that the standard Lawson 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. Budget Configuration and data import of standard Questica Capital data structures, using data supplied by The Customer in ExcelO workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create Projects (including closed projects where historical budget is to be loaded); • Add Projects to Departments consistent with, and shared by, the Operating budget module; • Define Project Promotion Stages. The configuration data may optionally contain data necessary to: • Define Asset Categories & Asset Types; • Define Project Regions; • Define a Single Set of Project Ranking Metrics. cu years of future forecast data from data import workbooks: • Create dollar budget line items with OL Accounts and Funds ... at the Project 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. scope scope scope © Questica Inc. December 11, 2017 Page 19 of 27 Import Historic ' Import 2 prior years' Capital budgets from data import workbooks. I In scope Budgets All prior years must have a chart of account structure that is the same, or a subset of, the initial budget. Only the amended OR the I approved budget will be imported in each of these prior years, but not both. Import Actuals Import Capital actuals transactions from data import workbooks. Customer Transactions If not in scope then The Customer can add their historical data task manually, or using Questica Budget's spreadsheet import feature, or use the automated integration once that has been configured. Integration ... Budget Export Automated facility to transfer the Capital module budget data i In scope g• from Questica Budget to The Customer's Lawson general ledger I or project ledger the approved budget object/costing j 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 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 I created for the selective export of sections of the budget; Exports the entire budget (does not support the export of changes I since the last export, such as amendments, which is a separate integration, see "Amended Budget Export" below). Export Automated facility to transfer individual approved amendments to the Capital module budget data, from Questica Budget to The Customer's Lawson 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 Lawson target system cannot be updated by re -running the full export provided in the item in the "Budget Export" item above. Not in scope C Questica Inc. December IL 2017 Page 20 of 27 Actuals Import Automated facility to transfer actual data from The Customers I In scope Lawson 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. 2.5. Performance Measures Module The Questica Budget Performance Measures module is Included in this installation. Note that read-only licenses are not available for Questica's Performance Measures module, as such the purchase of an 'Unlimited Read Only' license does not grant read-only users access to this module. Measure Categories I Questica will, with the help of The Customer, determine how to I In scope and Units configure Performance Measures Categories and Units, i establishing those lookup values within the system. Import Data ... Iridal Performance Measures imported into Questica Budget from Excel@ file ("workbooks") Measures u not In scope then I ne uustomer wni leverage l,)uesuca pruviueu i.unwmci training to determine how to enter Performance Measures into task 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 provided Customer trainingto determine how to configure Performance Measure task I Scorecards within the system. if automated import of Measure Actuals is required then a custom interface can be specified in the "Customizations" section of this Scope of Work. © Questice Inc. December 11, 2017 Page 21 of 27 Questica's "OpenBook" cloud service for data transparency. Functional Area Description Configuration ... ' System 11 Gene11 ral configu1. ration of Open Book to set the look -and -feel, i Not In scope Administration captions, and add users. As a customer task, The Customer will leverage Questica's training material to understand the administration options, j Configuration of The Customer is able to add multiple "visualizations" of their data Not in scope Visualizations to their OpenBook site. Each dataset is displayed according to a Questica Budget template selected from a library of visualization styles. As a customer task, The Customer will leverage Questica's training material to understand the administration options, I Configuration of The Customer is able to create their own ad hoc views as a Not in scope Questica Budget convenient source of data for OpenBook. The Customer can Files leverage Questica's training material to learn how to create ad j hoc views and how to publish them to OpenBook, O Questica Inc. December 11, 2017 Page 22 of 27 Import from : Connection of OpenBook to Questica Budget, through a shared Not in scope Questica Budget API key, and the publication of ad hoc views for seamless import of data into OpenBook from Questica Budget. The Customer can leverage Questica's training material to learn how to connect Questica Budget to OpenBook. Import from CSV Population of datasets through the import of .CSV files. The i Not in scope Files Customer can leverage Questica's training material to learn how load and configure datasets from CSV files. O Questica Inc. December 11, 2017 Page 22 of 27 2.7. Training 2uestica maintains a substantial set of training courseware online in the Questica Academy. All 'elevant material on the Academy is available to all users during and after the mplementation.Questice'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. Fraining is a blend of online courseware and "live" training, either in a classroom or via a web :onference. In the case of video training the project manager will field any outstanding questions. Nbere 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 managerand 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 i In scope Administration series of training courseware, such as pre-recorded videos. This i will be delivered In one training session. Training: Training in the use of ad hoc views and dashboards is delivered In scope Administrator via pre-recorded training videos. Questica also provides ' Authored Reporting instructional videos on the use of the Report Builder 3.0 report authoring tool but recommend that users make use of the many online resources to gain expertise in this tool. This will be delivered in one training session. Train -the -Trainer: "Train the trainer" training in Questica Budget's Allocations Customer Allocations feature is delivered via a pre-recorded training video. task Train -the -Trainer: "Train the trainer" training in Questica Budget's Change Requests Custo{ner Change Requests feature is delivered via a pre-recorded training video. i task Train -the -Trainer: "Train the trainer" training in Questica Budget's Statistical Ledger , Not in scope Statistical Ledger I budgeting feature Is part of the Operating training where this optional feature is in scope. I Train-the-Tralner: "Train the trainer" training in the use of Questica Budget's i In scope Operating Operating module. Up to 2 training sessions will be held on this topic. Train -the -User: ' Tram 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 Not in scope Staff Planning I Operating module. Train -the -User: Staff -i "Train the user" training in the use of Questica Budget's Customer Planning Operating module. task Train -the -Trainer: "Train the trainer" training in the use of Questica Budget's In scope Salaries I Salaries module. This will be delivered in one training session. i. 0 Questica Inc. December 11, 2017 Page 23 of 27 Train -the -User: "Train the user" training in the use of Questica Budget's Salaries Customer Salaries module. task Train -the -Trainer: "Train the trainer" training in the use of Questica Budget's Capital In scope j 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 Capital 1 Customer Capital module. i 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. Up to 2 Measures training sessions 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 On Site ... On-Srte Training All in -scope training provided by Questica will be delivered using i Not in scope Visits web conferencing tools. Attendees are able to participate in the training from multiple locations, using their own computer or a Shared system (their own computer is recommended). Audio is provided bytelephone or the computer's own audio facilities. 0 Questica Ino. December 11, 2017 Page 24 of 27 2.8. Customizations 2.8.1. Custom Business Rules (CF3Rs), Modifiers, User .Interface The following customizations are included within this Scope of Work: • 1.3 Ability to track revenues, expenditures and positions by Budget version *** Notes: Notes in here are included in the SoW • CBR/Action: 6.4 Abilityto model five years of forecast data of revenues and expenditures using methods such as trend analyses, Consumer Price Index (CPI), contracted costs and varying annual percent increases 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. 2.8.2. Custom Reports, Custom Ad Hoc Entities and Custom Dashboards This project includes 20 hours identified exclusively for the development of the following reports and/or ad hoc entities. Work on these shall not exceed 20 hours except on receipt and acceptance of a change order, which may require additional funding: • Report: Sample for RFP -Resource Sheet Program Sheet 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. 2.8.3. 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. 2.8.4. 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. 2.8.5. 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, 2.9, Project Management 2.9.1. 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. 0 Questica Inc. December 11, 2017 Page 25 of 27 5. Advising The Customer of expected completion dates for items identified as "Customer task" within this SoW. 6. Advising The Customer of the impart 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. 2.9.2. The Customer Project Management Responsibilities 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. 2.9.3. 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 by The Customer of a technical environment In which Questica Budget can operate. j. The deployment of the Questica Budget application and database on The Customer servers. k. The creation of custom ad hoc models to support the reporting of custom fields. I. Training in the use of ad hoc modeling for Report Builder 3.0. m. Determination of custom reporting requirements that cannot be met by the standard reports and the use of Report Builder 3.0. n. The preparation of change orders and specification for any custom reports not detailed in this Scope of Work. o. The development by Questica of any required custom reports detailed in this Scope of Work. p. The testing and acceptances of custom reports and report views. q. The deployment of custom reports and report views. r. 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. © Questica Inc. December 11, 2017 Page 26 of 27 s. 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. t. 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. U. The deployment of all Integration components. V. The testing and acceptance by The Customer of the integration components. 2.10. 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. End of Document. 0 Questica Inc. December 11, 2017 Page 27 of 27 EXHIBIT B COMPENSATION Pee Proposal including hourly rates if applicable Page 10 of 10 Exhibit S Quest..ica Budget. Price Quote Quotation IDII: December 11, 2017 Opt.i.on 1— Traditional. Purchase Model Under this model, The City would purchase and own the software, and it would be installed on the City's server(s). Standard Pricing Model m . ; Questica Budget Framework Includes 1 Seat (Operating, Salaries, Capital, & Performance 1 Measures) Additional Operating License Seats 49 Additional Salaries License Seats 9 Additional Capital License Seats 49 Additional Performance Measures License Seats 49 Unlimited Read Only Included Allocations Add-in Included Statistical Ledger Add-in Included Staff Planning Add-in Not Included Total Software: $132,694: Total Annual Maintenance and Support: $30,520 Professional Services (Per Statement of Work) Design, Analysis & Configuration Included Project Management Included Training Included Integrations Included Included- See Customizations SOW Included- See Custom Report Sow IT Services Included Total Professional Services: $137,570 Travel expenses (3 onsite visits Q 3 days/visit) Included Total Travel Expenses: $ Discount, Including year 1 maintenance -$30,520 Additional Discount -$30,000 Grand To#al-Year 1 $240,284 For Year 2 to Year 3, the only on-going cost would be for Annual Maintenance & Support, unless additional licenses and/or services are required. Questira Inc. December 11, 2017 Page 2 of 27 (.aseWa.re Pa�ic.iny Based on: 5 total Users Two 16 -hour training course customized for The City Option 1: 1. $30,000 in Year 1, and $8,000 annually thereafter - The City staff essential does all the work, with guidance from CaseWare O puestica Inc. December 11, 2017 Page 3 of 27 Pricing NoLes Quotation 1D#: December 11, 201'7 Pricing valid though: January 31, 2018 Above pricing in US dollars • Applicable Taxes Extra • Terms of Payment -Traditional Purchase Model: o Software: ■ 100% upon Contract Effective Date (Net 30) Annual Maintenance & Support: • Year 2 due 365 days from Contract Effective Date o Professional Services: ■ 50% earlier of 60 days from contract effective date or 1st login to Hosting Server* ■ 50% earlier of 120 days from contract effective date or delivery of historical data import • Data imports based on standard Excel Import Template (Provided by Questica) o Operating and Salaries modules • GL Accounting System Interface to: Lawson System o Actual costs Integration from Lawson- Operating and Capital modules o Budget export to Lawson System- Operating and Capital modules • HR System Integration Connector to HR module: Lawson • Custom reports"may" be required but are not included in this quotation. o Note: Standard reports and Self -Serve reporting is not considered custom - self -serve reporting is included, standard reports are Included • Microsoft SQL Licenses not included (unless Questica is hosting) • Proposal based on remote implementation • Travel costs- if travel is needed, it will be charged back at cost (airfare, hotels, car rental, etc.) plus a $75 per diem for food and incidentals o Travel time if applicable will be billed at a rate of $210/hr to a max of $500 each way *Questica hosts the application and database during the implementation process. The 1st login represents the date on which the first login to the hosting database by a customer user occurs. See Scope of Work for more information. 0 Questica Inc. December 11, 2017 Page 4 of 27 CERTIFICATE OF INSURANCE Type of This is to certify that the policies of Insurance listed below have been Certificate Holder: City of Santa Ana issued to the Insured named above for the policy period indicated, 20 Civic Center Plaza (M-17) notwithstanding any requirement, term or condition of any contract or Santa Ana, CA 92701 other document with respect to which this certificate may be issued or Expiry Date may pertain. The insurance afforded by the policies described herein is COMMERCIAL subject to all the terms, exclusions and conditions of such policies. i 1 April 30 2017 i Limits shown may have been reduced by paid claims/expenses. Named Insured: Questica Inc. This Certificate Is issued as a matter of information only and confers no 980 Fraser Drive, Suite 105 rights upon the Certificate Holder. This certificate does not amend, Burlington ON L7L 5P5 extend or alter the coverage afforded by the policy listed herein. Where LIABILITY an aggregate limit applies, the Certificate Holder is advised that the 'i limit shown may apply to projects other than shown In this Certificate $10 000,000 1 General Aggregate. and the Limit may be reduced by Claims/Expenses paid. Schedule of Insurance Type of Company and Policy Policy Amounts in Canadian Dollars Insurance Policy Number Effective Date _:i Expiry Date Limit of Liability/Amount COMMERCIAL i i CHUBB Insurance Co. of i 1 April 30 2017 i April 30; 2018 i $5,000,000 1 Bodily injury & Properly GENERAL ; Canada i 'Damage Per Occurrence LIABILITY Policy No: 36027762 'i $10 000,000 1 General Aggregate. $5,000,000 ; Products Completed i , iOperations $5,000,0.00 1 Personal & Advertising Injury $1,000,000 ! Employers Liability - $1,000,000 1 Tenants Legal Liability $25,000 , Medical Payments -' $2,000,000 , Non -Owned Auto Liability Policy Includes ® Certificate Holder is added as an Additional Insured on the Commercial General Liability policy but only with respect to the Operations of the Named Insured (ONLY IF INDICATED 6Y'X') _ ' _ _ ---------------------.1--------------------- ----- ._._ _ _ ..i ------------------------------ _ _ _ __ _.___ERRORS ERRORS& CHUBB'Insurance Co. of April 30, 2017 April 30, 2016 �. $3,000,000 Per Claim OMISSIONS Canada i i $3,000,000 it Per Policy Period I Policy No. 36027762 I Includes. Network ; $1,OOp,0o0 1 Privacy Remediation Expenses Security and Privacy Liability i ; ; i Aggregate $1,000,000 Remediation Expenses _._. _." _._._._._ r _._._._._ ._._._._. _i_._.:-_.„ ....... ........... _'_._ '. _'_".' t. _._..." _._._._._._._._._. Cancellation: Should any of the above described policies be cancelled before the expiration date thereof, the Issuing company will endeavor to mail 30 days written notice, or 15 days written notice for non-payment of premium, to the certificate holder. DATE: January 19, 2018 ISSUED BY: LMS PROLINK Ltd. 800.480 University Avenue Toronto, ON MSG 1 V2 Phone. 416.595.7484 Fax: 416.595.1649 Justine Chanthanong, Assistant Account Manager Commercial Insurance "This policy may contain a clause(s) which limits the amount payable" "+4-/W Cab Certificate Holder: Named Insured: Type of Insurance COMMERCIAL GENERAL LIABILITY (Master Policy) CERTIFICATE OF INSURANCE City of Santa Ana 20 Civic Center Plaza Santa Ana California, 92701 Ouestica Inc. 980 Fraser Drive, Suite 105 Burlington ON L7L 5P5 This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated, notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain. The insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims/expenses. This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder, This certificate does not amend, extend or alter the coverage afforded by the policy listed herein. Where an aggregate limit applies, the Certificate Holder is advised that the limit shown may apply to projects other than shown in this Certificate and the Limit may be reduced by Claims/Expenses paid. Company and Policy Number Schedule of Insurance Policy Policy Effective Date Expiry Date Amounts in Canadian Dollars Limit of Liability/Amount CHUBB Group of April 30, 2017 June 15, 2018 $5,000,000 Bodily Injury & Property Insurance Companies i Damage -Per Occurrence Companies Policy No. 9950-08- $10,000,000 i General Aggregate Policy No. 36027762 ! ! ! $5,000,000 ! Products Completed Policy) i i i i Operations $5,000,000 Personal & Advertising Injury $1,000,000 ; Tenant's Legal Liability i $25,000 i Medical Payments ------- '-._._._._._._._._.i._._._._._._._._._._._._._:_._._._._._._._._._.L._._._._._._._._._. ! ' $1,000,000 Employer's Liability Policy Includes: ® The City of Santa Ana, it's officers, employees, agents, and representative are added as an Additional Insured on the Commercial General Liability policy but only with respect to the Operations of the Named Insured. $2,000,000 ; Non -Owned Auto Liability COMMERCIAL i CHUBB Group of i June 15, 2017 i June 15, 2018 i $2,000,000 i Bodily Injury & Property GENERAL 'Insurance ' Damage - Per Occurrence LIABILITY Companies $2,000,000 General Aggregate Policy No. 9950-08- $2,000,000 ; Products Completed (USA Admitted i 69GAB i i i i Operations Policy) i i i i $2,000,000 i Personal & Advertising Injury $2,000,000 Tenant's Legal Liability $10,000 Medical Payments i i ------- '-._._._._._._._._.i._._._._._._._._._._._._._:_._._._._._._._._._.L._._._._._._._._._. i i i i _._._._._._._._._._. i ..i ALL LIMITS IN US DOLLARS Policy Includes: ® The City of Santa Ana, it's officers, employees, agents, and representative are added as an Additional Insured on the Commercial General Liability policy but only with respect to the Operations of the Named Insured. (ONLY IF INDICATED BY X) .......................... i._._._._._._._._._._._._._.................... i._._._._._._._._._._i_._._._._._._._._._.i._._._._._._._._._._.-._._._ ERRORS & CHUBB Insurance Co. of April 30, 2017 i June 15, 2018 $3,000,000 Per Claim OMISSIONS ; Canada ; ; ; $3,000,000 ;Per Policy Period Includes Network i Policy No. 36027762 Security &Privacy Retroactive Date: April 25, Breach Liability ' ' ' ! ! 2007 Cancellation: Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice, or 15 days written notice for non-payment of premium, to the certificate holder. PR�tFPd�{ DATE: May 4, 2018 , ISSUED BY: LMS PROLINK Ltd. 800 - 480 University Avenue Toronto, ON M5G 1 V2Pho/ Fax: 41-595-7484 Fax: 416-595-1649 Justine Chanthanong, Associate Account Manager Commercial Insurance "This policy may contain a clause(s) which limits the amount payable" QUESUSC-01 DWARn CERTIFICATE OF LIABILITY INSURANCE COVERAGES CERTIFICATE NUMBER, REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. DATE 0510412 18 0510412018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hibbs - Hallmark & CcPHONE 6750 Hillcrest Plaza NONTACT FAX AIc, Ne, Eat): (972) 385-3726 A/c, N.):(972) 385-3245 E-MAIL Suite 219 Dallas, TX 75230 INSURERS AFFORDING COVERAGE NAIC# INSURER A: Trumbull Insurance Co 27120 EACH OCCURRENCE INSURED Questica Ltd INSURER B: Prolink 480 University Avenue Sute 800 INSURER C GENERAL AGGREGATE Toronto, ON MSG 1V2 INSURER D: INSURER E CANADA INSURER F COVERAGES CERTIFICATE NUMBER, REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. II TRNSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F7OCCUR EACH OCCURRENCE DAMAGE TO RENTED E!BLMISES IE. MED EXP (Anyone arson PERSONAL 8 ADV INJURY GENIE AGGREGATE LIMIT APPLIES PER: POLICY❑ JEST LOC OTHER GENERAL AGGREGATE PRODUCTS - COMPIOP AGO AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTNOpSW AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT BODILYINJURY Per erson $ BODILY INJURY Per accident $ Pe0P'E ER l AMAGE $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE DED RETENTION$ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY1 ANY PROPRIETORIPARTNERIEXECUTIVE YIN ( F,FICEWMEMBH) EXCLUDED? As, describe under CRIPTION OF OPERATIONS below NIA 46WECAA2TFC 66/1212917 98/1212916 I PER OTH- STATUE E ER E.L FACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYE 11000'000 E.L. DISEASE -POLICY LIMIT 1,999,999 DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) CERTIFICATE HOLDER rAMrFI I ATInM ACORD 25 (2016/03) ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana 20 Civic Center Plaza Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD