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HomeMy WebLinkAboutC24-427 Questica SAAS AND SERVICES AGREEMENT This SAAS and Services Agreement, including all documents referenced and incorporated below and the Order Form which by this reference is incorporated herein (collectively, this “Agreement”), dated as of ______________ (the “Effective Date”), is by and between Questica LTD. (referred to as “Licensor” or “EUNA,” as part of the EUNA brand) and Eagle County, Colorado, a body corporate and politic, as the Customer (“Customer”). EUNA and Customer are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.” The Parties agree as follows: 1. Definitions. a. “Aggregated Statistics” means data and information related to Customer’s use of the SAAS Offering that is used by EUNA in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the SAAS Offering. b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to Customer pursuant to this Agreement and the applicable Order Form, and (ii) for whom access to the SAAS Offering has been purchased hereunder. c. “Confidential Information” means any information relating to a Disclosing Party (as defined in Section 9), its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the Disclosing Party has an obligation of confidentiality, whether in tangible or intangible form, which is either marked or designated as “confidential” or “proprietary,” or disclosed under circumstances indicating its confidential or proprietary nature, or otherwise would be known to be confidential or proprietary by a reasonable person. d. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the SAAS Offering or Professional Services, as applicable. e. “Deliverable” means all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the Professional Services or providing the SAAS Offering, including any items identified as such in the applicable Order Form. f. “Documentation” means the applicable training, informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates thereto, provided by EUNA to Customer in any format. g. “Fees” means the fees set forth in the applicable Order Form. h. “Intellectual Property Rights” (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law, including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) all rights in all trade secrets, know-how, and confidential information; and (v) other Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 10/11/2024 intellectual property rights protectible under any Laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof. i. “Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority. j. “Order Form” means the order form between the Parties that incorporates this Agreement. k. “Public Facing Software” means a portion of the Software made available by the Customer to members of the general public. l. “SAAS IP” means the SAAS Offering and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Aggregated Statistics and any information, data, or other content derived from EUNA’s monitoring of Customer’s access to or use of the SAAS IP but does not include Customer Data. m. “SAAS Offering” means the software-as-a-service offering, including any integrated platform offering, as set out in the applicable Order Form. n. “Professional Services” means the services set out in the applicable Order Form and any associated statement of work attached or referenced in the Order Form (“Statement of Work”), if applicable. o. “Term” has the meaning set forth in Section 10 a. p. “Third-Party Products” means any third-party products described in the applicable Order Form provided with or incorporated into the SAAS Offering. 2. Professional Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with the applicable Order Form and Statement of Work. 3. Software Subscription. a. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non- exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) right to access and use the SAAS Offering during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. EUNA shall provide to Customer the necessary information to allow Customer to access the SAAS Offering. The total number of Authorized Users will not exceed the number set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b. Public Facing Software. Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 c. Documentation License. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non- exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the SAAS Offering. d. Optional Features. EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering. Updates do not include any new software products that are then made generally available on a commercial basis as separate, price- listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation. e. Use Restrictions. Customer shall not use the SAAS Offering for any purposes beyond the scope of the access granted in this Agreement or the applicable Order Form. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices from the SAAS Offering or Documentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law. f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS IP; (B) Customer’s or any Authorized User’s use of the SAAS IP disrupts or poses a security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EUNA’s provision of the SAAS Offering to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of EUNA has suspended or terminated EUNA’s access to or use of any third-party services or products required to enable Customer to access or use the SAAS Offering each a (“Service Suspension”). EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. g. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, EUNA may monitor Customer’s use of the SAAS Offering and collect and compile Aggregated Statistics. As between EUNA and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Aggregated Statistics based on Customer Data input into the SAAS Offering. Customer agrees that EUNA may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law. EUNA agrees to process Customer Data available in accordance with EUNA’s privacy policy which is available Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 upon request and online at https://eunasolutions.com/privacy-policy/. EUNA may update its privacy policy from time to time and such updated privacy policy will be effective and applicable upon posting. 4. Customer Obligations. a. For Professional Services. In connection with the Professional Services, Customer shall: (i) cooperate with EUNA in its performance of the Professional Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services; (ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the Order Form and Statement of Work; and (iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in EUNA’s provision of the Professional Services. b. For the SAAS Offering. In connection with the SAAS Offering: (i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the SAAS Offering and shall cause Authorized Users to comply with such provisions. (ii) EUNA may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. (iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering. Customer acknowledges and agrees that Customer’s timely provision of (and EUNA’s access to) Customer’s assistance, cooperation, and complete and accurate feedback, approvals, information, and data from Customer’s officers, agents and employees as is reasonably requested by EUNA (collectively, “Cooperation”) is essential to the implementation and operation of the SAAS Offering, and that EUNA shall not be liable for any deficiency, delay or failure in implementing or operating the SAAS Offering if such deficiency, delay or failure results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation will include designating a project manager to interface with EUNA during the course of EUNA’s implementation or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii). 5. Fees and Expenses. a. Fees. Except for Fees that Customer has successfully disputed, Customer shall pay the Fees without offset or deduction. Unless otherwise provided in the applicable Order Form, Customer shall pay the Fees in US dollars within thirty (30) days from the date of the applicable invoice. If Customer fails to make any payment when due, without limiting EUNA’s other rights and remedies: (i) EUNA may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 if lower, the highest rate permitted under applicable Law; (ii) if such failure continues for thirty (30) days or more, and in addition to all other remedies available under this Agreement or at law (which EUNA does not waive by the exercise of any rights hereunder), EUNA may suspend Customer’s and its Authorized Users’ access to any portion or all of the Professional Services and the SAAS Offering until such amounts are paid in full. b. Taxes. Fees do not include any taxes. Customer is exempt by Law from payment of State and local sales tax and federal excise tax. In the event that taxes are assessed by any governmental body on any Deliverable provided under this Agreement, in which Customer is not exempted from paying, EUNA shall have the option to terminate the Agreement in lieu of assessment of the taxes against EUNA, provided however that Customer shall have the option to pay EUNA all such tax amounts which have been properly invoiced, at Customer’s discretion, to avoid termination of this Agreement. Customer shall provide EUNA with a valid tax exemption certificate upon request. 6. Service Levels and Support. a. Service Levels. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make the SAAS Offering available in accordance with the service levels set out in the provided service level documentation at Exhibit B, or as posted from time to time at on Euna’s website (the “Service Level Policy”). b. Support. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the support services documentation at Exhibit B, or as posted from time to time at on Euna’s website (the “Support Services Policy”). c. Updates. EUNA reserves the right to modify the Service Level Policy and Support Services Policy from time to time effective immediately by posting an updated policy at the links referenced above. EUNA’s support obligations extend solely to Customer’s designated support contacts. Customer acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third parties. Unless otherwise stated in the Service Level Policy, EUNA shall not have any obligation to provide support services to any third parties. 7. Representations, Limited Warranties, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party. b. Warranties for Professional Services. EUNA warrants that it will perform the Professional Services: (i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work or Order Form and this Agreement; (ii) using personnel of commercially reasonable skill, experience, and qualifications; and Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. c. Warranties for the SAAS Offering. EUNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptime or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Policy.. THE FOREGOING WARRANTIES, REPRESENTATIONS AND GUARANTEES DO NOT APPLY AND EUNA STRICTLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRD -PARTY PRODUCTS. d. Remedies. EUNA’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows: (i) EUNA shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within sixty (60) days after Customer’s written notice of such breach, Customer may, at its option, terminate this Agreement by serving written notice of termination. (ii) For Professional Services, Customer’s remedy for breach of the foregoing warranties, representations and guarantees shall be the re-performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA. The foregoing remedy shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within thirty (30) days after delivery of such Professional Service or Deliverable to Customer. (iii) For any such breach involving a failure to meet the commitments in the Service Level Policy, EUNA’s sole obligation and Customer’s exclusive remedy shall be for EUNA to perform the remedies set forth in the Service Level Policy. e. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION OF THE AGREEMENT, THE PROFESSIONAL SERVICES, DELIVERABLES, SAAS OFFERING AND EUNA IP ARE PROVIDED “AS IS” AND EUNA HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EUNA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, EUNA MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND THAT THE PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, AN AUTHORIZED USER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER PROFESSIONAL, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 8. Intellectual Property. a. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by EUNA. If any derivative work is created by Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Customer from the SaaS Offering EUNA shall own all right, title and interest in and to such derivative work. b. SAAS IP and Documentation. Customer acknowledges that, as between Customer and EUNA, EUNA owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products. c. Customer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein. Customer hereby grants to EUNA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer represents, warrants and agrees that: (A) it will comply with applicable Law, including the Laws of the territories and jurisdictions from which any Customer Data is obtained or pertains, in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this Agreement; (B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA; and (C) EUNA’s use, storage, disclosure and other processing of Customer Data in accordance with this Agreement or Customer’s instructions or direction will not cause EUNA or any of its vendors to violate any applicable Law or infringe the rights of any individual or third party. d. Passwords. Customer is responsible for the confidentiality and use of its passwords, other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information. Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a “business associate” under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) or similar designation under other Laws, (ii) information that causes ENUA to be subject to any Laws beyond those Laws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, philosophical beliefs or trade union membership or any other information identified under applicable Law as “sensitive information,” “private information,” or like designation (collectively, “Prohibited Information”). If Customer transmits or provides to EUNA any Prohibited Information, Customer shall indemnify and hold EUNA harmless from and against any claims and liability arising from the transmission to EUNA of any Prohibited Information or any processing of such information by EUNA, and EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA. f. Feedback. If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professional Services, or any of EUNA’s Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), EUNA Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback, to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback. g. Reservation of Rights. EUNA reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP. 9. Confidentiality. a. Generally. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) Confidential Information. Confidential Information shall at all times remain the property of the Disclosing Party. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) except as permitted in this Agreement, not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives (including EUNA’s affiliates and third party service providers) who need to know the Confidential Information to assist the Receiving Party, act on its behalf, or to exercise its rights or perform its obligations under this Agreement. The obligations in this section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by the Receiving Party without using any Confidential Information of the Disclosing Party. b. Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to establish a Party’s rights under this Agreement, including to make required court filings. If a Receiving Party is faced with judicial or governmental action to disclose Confidential Information of the Disclosing Party, the Receiving Party must, if legally permissible, notify the Disclosing Party forthwith and, at the Disclosing Party's request, provide reasonable assistance in opposing such action at the Disclosing Party’s cost and expense. Notwithstanding anything herein, the parties acknowledge that all materials provided or produced under this Agreement may be subject to the Colorado Open Records Act, C.R.S. § 24-72-201 et seq. (“CORA), and that the release of Confidential Information in compliance with those acts will not constitute a breach or threatened breach of this Agreement. In the event any records are requested through the Colorado Open Records Act which would include Confidential Information, the Customer will provide notice to EUNA as soon as feasible. c. Destruction. On the expiration or termination of the Agreement, the Receiving Party shall promptly destroy all copies of the Disclosing Party’s Confidential Information in its possession or control and upon request certify in writing to the Disclosing Party that such Confidential Information has been destroyed, provided, however, that a Receiving Party may retain Confidential Information relevant to any Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 pending or threatened litigation or governmental investigation and EUNA may retain Customer’s Confidential Information in accordance with its information retention policies and Section 15.a, below. d. Irreparable Harm. Each Party acknowledges that Confidential Information may constitute unique, valuable, proprietary and trade secret information of the Disclosing Party, and that unauthorized disclosure thereof by the Receiving Party may cause irreparable injury to the Disclosing Party. Accordingly, each Party acknowledges and agrees that monetary damages may not be adequate in the event of a default of this Article 9 and, therefore, that the Disclosing Party may be entitled to injunctive or other affirmative relief, without such constituting an election of remedies, and that the Disclosing Party will not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Article 9, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. e. Duration. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law. 10. Term, Termination, and Survival. a. Term. The term of this Agreement (the “Term”) commences on the Effective Date of this Agreement and will continue in effect for as long as there is an outstanding Order Form in place. Each Order Form will continue for the applicable term listed in such Order Form until terminated by either Party in accordance with this Agreement. The termination or expiration of an Order Form will not affect or otherwise terminate this Agreement or any other Order Form covering other products or services in effect at such time. b. User Subscriptions. All user subscriptions in an Order Form shall automatically renew for additional one-year at the end of the then current subscription term listed on the Order Form, unless the Customer gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term of the subscription shall be the same as that during the prior term unless EUNA gives written notice of a pricing increase at least thirty (30) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. c. Termination for Convenience. Customer may terminate this Agreement without cause by giving sixty (60) days advance written notice to EUNA of its election to terminate this Agreement pursuant to this provision. In the event of such termination, Customer agrees to pay a “SaaS Recovery Amount” equivalent to 50% of the subscription fees for the remainder of the initial term of the Order Form. d. Termination for Cause. In addition to any other express termination right set forth in this Agreement: (i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. e. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, EUNA will immediately cease providing any Professional Services and Customer shall immediately discontinue use of the SAAS Offering. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. f. Non-Appropriation. In the event Customer is not granted an appropriation of funds at any time during the Term, Customer shall have the right to terminate this Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer, except as to the portion of the payments for which fund shall have been appropriated and budgeted. Notwithstanding anything to the contrary contained in this Agreement, Customer shall have no obligations under this Agreement after, nor shall any payments be made to EUNA in respect of any period after December 31 of any year, without an appropriation thereof by Customer in accordance with a budget adopted by the Eagle County Board of County Commissioners in accordance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). g. Survival. Sections 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14-34 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. 11. Indemnification. a. EUNA Indemnification. (i) EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) (“LOSSES”) INCURRED BY CUSTOMER RESULTING FROM ANY THIRD-PARTY CLAIM, SUIT, ACTION, OR PROCEEDING (“THIRD-PARTY CLAIM”) THAT THE SAAS OFFERING OR PROFESSIONAL SERVICES, OR ANY USE OF THE SAAS OFFERING OR PROFESSIONAL SERVICES IN ACCORDANCE WITH THIS AGREEMENT, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, PROVIDED THAT CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF SUCH THIRD-PARTY CLAIM, COOPERATES WITH EUNA, AND ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD-PARTY CLAIM. (ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit EUNA, at EUNA’s sole discretion, to (A) modify or replace the SAAS Offering or Professional Services or component or part thereof, to make it non-infringing, (B) obtain the right for Customer to continue use, or (C) terminate the license for the SAAS Offering and Professional Services and provide a pro rata refund to Customer. If EUNA determines that none of these alternatives is reasonably available, EUNA may Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. (iii) This Section will not apply to the extent that the alleged infringement arises from: (A) use of the SAAS Offering or Professional Services in combination with data, software, hardware, equipment, or technology not provided by EUNA or authorized by EUNA in writing; (B) modifications to the SAAS Offering or Professional Services not made by EUNA; or (C) Customer Data; or (D) Third-Party Products. b. Customer Indemnification. CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS, AND, AT EUNA’S OPTION, DEFEND EUNA AND ITS AFFILIATES, AND THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “EUNA GROUP”) FROM AND AGAINST ANY LOSSES RESULTING FROM ANY THIRD-PARTY CLAIM (I) THAT THE CUSTOMER DATA, OR ANY USE OF THE CUSTOMER DATA IN ACCORDANCE WITH THIS AGREEMENT, INFRINGES, VIOLATES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR ANY LAW, OR (II) BASED ON CUSTOMER’S OR ANY AUTHORIZED USER’S (A) NEGLIGENCE OR WILLFUL MISCONDUCT; (B) USE OF THE SERVICES OR SAAS OFFERING IN A MANNER NOT AUTHORIZED BY THIS AGREEMENT; (C) USE OF THE SERVICES OR SAAS OFFERING IN COMBINATION WITH DATA, SOFTWARE, HARDWARE, EQUIPMENT, OR TECHNOLOGY NOT PROVIDED BY EUNA OR AUTHORIZED BY EUNA IN WRITING; OR (D) MODIFICATIONS TO THE PROFESSIONAL SERVICES OR SAAS OFFERING NOT MADE BY EUNA, PROVIDED THAT CUSTOMER MAY NOT SETTLE ANY THIRD-PARTY CLAIM AGAINST ANY OF THE EUNA GROUP UNLESS EUNA CONSENTS TO SUCH SETTLEMENT, AND FURTHER PROVIDED THAT EUNA WILL HAVE THE RIGHT, AT ITS OPTION, TO DEFEND THE EUNA GROUP AGAINST ANY SUCH THIRD-PARTY CLAIM OR TO PARTICIPATE IN THE DEFENSE THEREOF BY COUNSEL OF ITS OWN CHOICE. c. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND EUNA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PROFESSIONAL SERVICES OR SAAS OFFERING INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 12. Limitation of Liability. a. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. b. IN NO EVENT SHALL EUNAS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO TIMES (2X) THE AGGREGATE AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE ORDER FORM. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 c. UNDER NO CIRCUMSTANCES SHALL EUNA HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING. 13. Press Release. The Parties may issue a joint press release announcing the launch of the SAAS Offering and Customer’s use thereof. Such press releases shall be subject to Customer’s approval. Additionally, during the Term, EUNA may list Customer as a customer of EUNA, and Customer grants EUNA a non-exclusive, royalty-free, worldwide license to use any trademarks, service marks, or trade names of Customer in order to display such marks on EUNA’s website and marketing materials. 14. Information Security. Each Party will maintain reasonable administrative, technical and physical safeguards which are consistent with industry standards to protect the security, confidentiality and integrity of, and to protect against threats or hazards to the integrity of, and the unlawful, intentional, unauthorized or accidental destruction, loss, alteration, theft, misappropriation, disclosure, access or use of the other Party’s Confidential Information, Intellectual Property, and, (i) in the case of EUNA, the Customer Data, and (ii) in the case of Customer, the SAAS IP. 15. Export of Data. a. Customer Data. Upon termination, cancellation, expiration, or other conclusion of this Agreement, Customer may request that EUNA remove Customer Data from EUNA’s production systems. Customer acknowledges that as part of a commercially reasonable backup strategy, EUNA does maintain long term archival backups that may continue to contain Customer Data after termination of this Agreement. EUNA agrees not to utilize such archival backups for the specific purpose of accessing Customer Data after termination of this Agreement, unless specifically authorized to do so by Customer. b. Data Extraction. During the Term of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering. Customer shall have the right to retain a copy of all downloaded documents. During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering. EUNA will provide the requested consulting services for an hourly rate set forth in the Order Form or Statement of Work. Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to determine a list of the specific data elements to be provided, at which point EUNA will provide an estimate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance. Upon acceptance, EUNA will provide Customer with a final accounting of hours and Customer shall be responsible for payment of the additional consulting fees. 16. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings Inc. dba Euna Solutions (“Euna”) is the parent company to multiple other SaaS companies (such subsidiaries, “Affiliates”). These products and services may vary during the Term, but generally include, but are not limited to, 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 Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Products”). As of the Effective Date, Affiliates include Questica Ltd., eCivis Inc., Ion Wave Technologies, LLC, DemandStar Corporation, Open Counter Enterprise Inc., Sherpa Government Solutions LLC, CityBase Inc., and GTY Software Inc. in Canada. In addition to the products and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement. Notwithstanding the foregoing, Customer understands that different order forms, statement of work(s), and product specific service level agreements may apply. Customer will be provided the Affiliate’s additional product terms and will have the opportunity to review and consent to such terms. 17. Entire Agreement. This Agreement, including and together with the Order Form referencing this SAAS and Services Agreement, and any Statements of Work, policies, and other documents referenced and incorporated herein or in the Order Form, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the Order Form followed by the Service Level Policy shall supersede and control. To the extent the Order Form links to legal terms other than this SAAS and Services Agreement or a Statement of Work, those terms shall not apply. 18. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address in the Order Form (or to such other address that the receiving Party may designate from time to time in accordance with this Section). For Notices to EUNA, legal@eunasolutions.com shall be sent a courtesy email notification. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section. 19. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 20. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. 21. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 22. Assignment. Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Notwithstanding the foregoing, EUNA may assign this Agreement and any of its rights or delegate any of its obligations to any Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 affiliate, subsidiary, or to any person acquiring all or substantially all of EUNA’s assets without Customer’s consent. 23. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. 24. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by EUNA shall be under its own control, Customer being interested only in the results thereof. EUNA shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Professional Services and the provision of the SAAS Offering. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Professional Services or the provision of the SAAS Offering. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 25. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 26. Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the Laws of the State of Colorado, United States of America. 27. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the District Court for Eagle County, Colorado, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of Colorado. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 28. Export Regulation. Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US. 29. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMEN IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 30. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 31. Force Majeure. “Force Majeure Events” means events beyond a Party’s reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events (except for any obligations of Customer to make payments to EUNA hereunder). The Party affected by the Force Majeure Event will promptly notify the other Party and will resume performance when the Force Majeure Event is no longer effective and the impact has been remediated. 32. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 33. Government Use. The SAAS Offering, Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the SAAS Offering or Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the foregoing will be only those specified in this Agreement. Customer’s rights in the SAAS Offering and Documentation are limited to those expressly granted in Section 3. 34. Cooperative Statement. Other government organizations and educational or health care institutions may elect to participate in this Agreement (piggyback) at their discretion provided EUNA also agrees to do so in writing. 35. Insurance. EUNA agrees to provide and maintain at EUNA’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. (i) Workers’ Compensation insurance as required by law. (ii) Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. (iii) Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. (iv) Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $3,000,000 per claim and Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 $3,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person’s computer, computer system, network or similar computer related property and the data, software and programs thereon. (v) Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If Consultant is physically located on County premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers and employees of EUNA. The bond or policy shall include coverage for extended theft and mysterious disappearance. The bond or policy shall not contain a condition requiring an arrest or conversion. Limits shall be a minimum of $1,000,000 per loss. b. Other Requirements. (i) The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit D. (ii) EUNA’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or EUNA shall furnish to County separate certificates and endorsements for each subcontractor. (iii) The insurance provisions of this Agreement shall survive expiration or termination hereof. (iv) The parties hereto understand and agree that Customer is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. (v) EUNA is not entitled to workers’ compensation benefits except as provided by EUNA, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by EUNA or some other entity. EUNA is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. [signature page follows] Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. Eagle County, CO By_____________________ Name: Title: Questica LTD. By_____________________ Name: Title: Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Sales Director, Budget Wes Van de Polder Jeff Shroll County Manager EXHIBIT A Initial Order Form Quotation ID#: Eagle County CO – July 16, 2024 Description Qty. Amount Questica Budget Software Framework Operating Module License Seats – Unlimited Included Personnel Module License Seats – Unlimited Included Capital Module License Seats Not included Unlimited Read-Only Licenses Included Performance Measures Included Allocations Included Statistical Ledger Included OpenBook Transparency Software Included Budget Book Studio Software Included Questica Annual Software Subscription Year 1: $66,000.00 (including software, maintenance, support, and hosting) Questica Professional Services (Per Statement of Work) Design, Analysis, Configuration Included Project Management Included Data Load & Verify Included Installation Included Training Included Single Sign-on Included Performance Measures Implementation Not Included Operating Integrations (3): Budget Export, Amended Budget Export, Actuals Import Included Personnel Integrations (2): Payroll Actuals Import, HR Data Sync Included OpenBook Transparency Professional Services Included Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Budget Book Studio Professional Services (Up to 40 hours) Included Total Questica Professional Services: $40,600.00 (one-time fee) GRAND TOTAL (Year 1) $106,600.00 PRICING NOTES Quotation ID#: Eagle County CO – July 16, 2024 Pricing valid though: September 16, 2024  Questica annual subscription is based on a 5-year term  Questica will apply a 3% inflationary increase beginning in year 2 Questica Annual Fees Year 1 $106,600.00 Year 2 $67,980.00 Year 3 $70,019.40 Year 4 $72,119.98 Year 5 $74,283.58 Total $391,002.96 Above pricing in USD. Applicable Taxes Extra. Pricing is not applicable in response to a formal RFP Process. Terms of Payment  Software:  100% upon Contract Effective Date (Net 30)  Year 2 due 365 days from Contract Effective Date and annually thereafter  Professional Services:  25% due the earlier of software installation or 30 days from Contract Effective Date Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73  25% due the earlier of historical (Operating) budget available for validation or 60 days from Contract Effective Date  25% due the earlier of (Operating) actuals import integration configuration created & tested or 90 days from Contract Effective Date  25% due the earlier of completion of training or 120 days from Contract Effective Date Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 EXHIBIT B STATEMENT OF WORK Questica Budget Implementation for Eagle County CO 1. General 1.1. Shared Responsibility Questica and The Customer agree that the implementation of Questica Budget is a shared responsibility, and that they will employ their best efforts to complete their agreed tasks on a timely basis. Neither Questica nor The Customer is expected to have resources available to mitigate timeframe slippage caused by the other party, and neither shall have an obligation to do so. 1.2. General Clarification Initial Data Load “Data import”, “import workbooks”, and “initial data load” are synonymous terms referring to the initial migration of data from The Customer's existing systems into Questica Budget. Where this initial data load is to be p erformed by Questica, the data shall be returned to Questica in Excel workbooks. Questica's Project Manager will provide blank workbooks for this purpose as an output of initial discovery meetings. These are adapted from standard templates to use The Customer's terminology and to incorporate all elements of The Customer's chart of accounts, other data entities, and columns within those data entities. Such data provided must be “clean”, consistent, and complete. The Questica PM is not responsible for cleanin g data and will not repeatedly load data in order to repair issues and/or add missing information. The Customer can use the software's user interface or Questica Budget's Excel® export/import feature to further amend and maintain data, or to load data where this is a customer task. For example, where Questica's work to load prior year data may be limited to a specific number of years in order to reduce implementation cost, there is no system limit to the number of prior years that the customer can load using Excel® export/import. Data Model The Questica Budget system is a relational database built on a standard data model. Using the system's user interface, this data model may be enhanced to mirror The Customer's data structures, notably the chart of accounts that is unique to The Customer's institution. While all of the standard tables ('entities') must be retained, the following points are held to be true: Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 • Any of the standard entities may be renamed to match The Customer's terminology; • Out -of-the -box entities may be ignored, or in some cases filled with place -holder data, if not useful; • There is a defined, immutable, relationship between certain entities - for example Costing Centers (Operating) and Projects (Capital) roll up to a single Department, each in turn rolling up to a single Division; • The GL Account/Account Category, Division/Department, Fund Category/Fund, and Asset Category/Asset Type structures must be consistent across all years and across the modules (Operating, Personnel, Capital, Financial Statements, and Performance); • GL Account Categories must be categorized as containing either a revenue or expenditure accounts (accommodation is made for other account types in the Financial Statements module); • Questica Budget enacts data integrity through the use of relational data structures. Data structures which do not follow accepted data principles (for example, re -using GL Accounts/Object Codes to mean different things to different Departments) can typically be accommodated but is not guaranteed and such accommodation can extend the import timeframe; • A list of the standard entities and their relationship is available upon request. Integrations “Integration” as used in this Scope of Work refers to the automation of data exchange between Questica Budget and 3rd party systems. For each of the integrations in scope, Questica shall be responsible for: • Configuring data transformations, as described by The Customer during the implementation. • Providing the software interface into Questica Budget, and the operational infrastructure required to manage the integration, as well as the operational infrastructure required to manage the integration (e.g. FTP s e rve r). Questica does not offer services to build the 3rd party system end of integrations. The Customer is responsible for creating data sources and destinations within their 3rd party systems, either through their IT team or through their system’s integrator. Such data sources and destinations may be database queries , delimited files, and/ or web services. The Customer is advised that in a “cloud” environment, Questica is unlikely to be granted the local network access to The Customer's other enterprise systems for a direct database-to-database integration. The most likely mode of integration will be exchange of formatted text (.CSV) files transmitted using secure FTP (SFTP or FTPS). Integration via web services may be possible where the 3rd party system provides a web services interface that provides/accepts data required by The Customer. It will be The Customer's responsibility to create or cause to be created the necessary file transfer mechanism on their side of the transfer; and to ensure that the 3rd party system's integration components are available, including web services where used. For all integrations in scope, the following are held to be true except where specifically listed as a customization: Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 • Records being copied into Questica Budget require a unique key to unambiguously match incoming data with pre -existing records. This key may be a single field value (e.g. Object Code) or a combination of multiple values (e.g. Position+Employee Number). An exception report is provided for data elements which cannot be thus matched. • While it is likely that Questica Budget can accommodate any chart of account segments (“chart fields”), and Questica shall accommodate reasonable requests for mapping chart fields to accommodate situations such as legacy account structures, the encoding and decoding of arbitrary structures and mappings (those which cannot be logically described) is not in -scope. • Questica Budget integrations do not include the synchronization of chart of account strings, segments, or combinations, which is to say that the list of funds, GL accounts, costing Active, and projects, etc. is not automatically updated from the general ledger or other external system. • Each distinct data source and/or output file is considered one point of integration. For example, if Stat istical Actuals are required from multiple data sources, Questica will need to configure one integration for each data source and a single Statistical Actuals integration will be insufficient. • Filtering is coded into the integration and there is no custom user interface for the selective export of sections of the budget except to choose a budget year, or in the case of Actuals imports the date range. • Standard budget export integrations, where in scope, do not have the ability to export only changes since the last export. The entire budget is exported each time. A budget amendment export integration is required in order to export selected parts of the budget, such as changes since the last export. • Amended budget export integrations, where in scope, will be either export individual amendments as created, or export the batch of amendments since the last export, or import amendments from the general ledger system as read-only budget lines. Which of these options is used is a detail determined during the implementation, but each amendment integration will only work in one of these modes. • Actuals Import integrations cannot be used to amend the budget. Customizations Customizations include custom business rules, modifiers, user interface (grids, forms, etc.), non-standard integrations, hand-crafted reports, and ad hoc entities. They are all detailed in section “2.11. Customizations” of this Scope of Work document. Sections prior to “2.11. Customizations” detail the delivery of standard product functionality and services. 2. Scope of Work In the Scope of Work tables, entries in the column headed “Scope of Work” are defined as follows: Entry Meaning In scope The task or function is within the scope of work to be undertaken by Questica professional services. There may be additional refinement of the scope. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Customer task The task or function is not within the scope of work to be undertaken by Questica professional services, but will be undertaken by The Customer, with such help from Ques tica as is detailed in the item description. There may be additional information qualifying this. Not in scope The task or function is not within the scope of work to be undertaken by Questica professional services, nor will it be undertaken by The Customer. 2.1. Questica Budget Configuration & Shared Components Functional Area Description Scope of Work Production System Hosting of the single production instance of the Questica Budget system. Note that in addition to the hosted production system, The Customer must provide user workstation environments as follows: • A web browser: supported browsers - Microsoft Edge, Firefox latest release, Chrome latest release; • Microsoft .NET Runtime 4.68 installed; • Microsoft Excel® 2007 or newer (if spreadsheet export/import feature is required, and/or saving reports as Excel is required); • Microsoft Word® 2007 or newer (if scheduled reporting and/or saving reports as Word is required); • Microsoft's freely available desktop version of Report Builder installed (if self-serve report authoring is required from browsers other than Internet Explorer or Edge) - note that Microsoft have rebranded this "Power BI Report Builder". In scope As per hosting agreement. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Sandbox System(s) Sandboxes are hosted for The Customer's development/test/QA/training needs. They are refreshed on demand by administrative users from within the application and are a clone of the production database. Integrations are not enabled by default and single sign-on (SSO) may need to be configured for sandboxes. Questica reserves the right to remove dormant sandboxes, but these can be recreated by The Customer as needed. In scope: A single sandbox. RoSA (Read -only SQL Access) RoSA is an optional service giving The Customer's IT team read-only access to a password protected copy of the database. It uses Microsoft Azure geo- replication to replicate in near real-time and is accessible using ODBC. Note: Questica is not able to add The Customer's own code or other objects (views, functions, stored procedures) to this database. Not in scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Project Management & An a lys is Questica will assign an Implementation Manager (“PM”) to lead this implementation on Questica's behalf. The role and responsibility of the PM is to ensure that the product is implemented according to this Scope of Work and to carry out the tasks detailed in sub-section “3.0.1. Questica Project Management Responsibilities” of this Scope of Work. Limitations: - Weekly status meetings are the number of scheduled meetings for the purpose of status reporting that the Questica PM is obligated to attend/host. Exceeding this limit is at the discretion of Questica's PM. This does not limit his or her availability for ad -hoc contact as needed. - The scope includes overhead of project mana gement and analysis as stated in the “Scope or Work” column at right. Where delays are not on the part of Questica, additional project management and analysis beyond this limit may be billable at Questica's standard services rate. In scope with: - One weekly status meeting; - 31 weeks of project management and analysis contiguous from project kick- off, or until all other implementation services are delivered, whichever occurs first. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Consulting Services - BPI Questica will facilitate a revie w of: - The budget process for both the operating and capital budgets; - The chart of accounts; - Personnel planning and budgeting; - Reporting requirements. This process will require the participation of stakeholders in group workshops and may include or one -on-one workshops. Budget Process End to end review, including high level descriptions of the tasks performed, the timing of these tasks, and dependencies. Questica will facilita te a design of the budget process as it relates to the Questica Budget system being implemented, seeking opportunities for improvement. This output will be documentation of: - Budget process stages; - What happens in each stage; - Input, outputs, and participants in each stage; - Stage permission requirements. Chart of Accounts Determine the data model, including the COA, roll- ups (whether part of the GL or not), and other budgetary fields of data. Complete field mapping and prototyping in Questica Budget. Personnel Budgeting Review and refine personnel budgeting process and data. To include common personnel budget issues including vacant positions, overtime, benefits, allowances, and statutory deductions. Reporting Requirements Ensure reporting is supported by the data model. Identify reports in three primary groups: those required for developing budget, those required for managing budget, and those disseminating for information “up and out” (management and public. Reporting can be through traditional print reports, saved searches, dashboards, smart reports, and OpenBook. Th e customer will assume responsibility for maintaining all process documents after hand-off. Not in scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Consulting Services - Change Management Questica will facilitate a change management process in relation to the implementation of Questica Budget. This process will require the participation of stakeholders in group workshops and may include or one-on-one workshops. A change management plan document will be produced based on the information gathered, containing: - What is changing; - Organizations impacted by the change; - Each organization's ability and willingness to change; - A training plan; - Strategies for dealing with the change. Note t hat the change management included in this item offer the benefit of Questica's experience in the domain of budget system implementation. It is not the enactment of, or replacement for, a comprehensive project of change management as may be required by the customer's PMO (project management office), or for a significant change beyond the introduction of a new system that approximates to current processes and procedures. Not in scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 On -Site PM Visits Each on -site visit by Questica's PM, and other implementation staff (excluding training, see below) shall be a minimum of one day and no more than five consecutive business days within the same working week. Where more than one individual is on- site at the same time this is considered as multiple visits (one pe r individual attending). Meeting premises, facilities (including external internet access) and equipment are to be provided by The Customer. Costs associated with travel, board and lodging for on-site visits are payable by The Customer as per contract. All other work by the Questica lead(s) will be carried out off-site and contact will be via normal telecommunication channels. Not in scope Application -Le vel Security Determine how and when to use the various security levels available within Questica Budget, enter users and assign them to groups and roles. Customer task: Questica will assist with this task until administrators have received training in security configuration. Single Sign -On Configure Questica Budget to use The Customer's existing Windows, LDAP, CAS, Google, or SAML Authentication, for user logon. In scope: Configure production instance to use The Customer's SAML (Azure AD Connect) Authentication for user logon. Questica is not responsible for software and configuration cha nges required to make it authenticate with non- standard implementations of authentication protocols. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Import Configuration … Import Master Configuration Data Configuration and data import of the following Questica Budget standard data structures, using data supplied by The Customer in Excel® workbooks provided by Questica: • Division/Department hierarchy; • Fund Categories and Funds; • Account Categories and Expense and Revenue GL Accounts • Statistical Account Categories and Statistical Accounts • Other Chart of Account Segment Values • Performance Measure Units In scope An a lyt ic s … Standard Reports Provision of Questica Budget's standard reports. These reports are provided as-is and may not fully address The Customer's specific reporting requirements. In scope Administrator Authored Reporting Questica Budget's reporting infrastructure allows users to create ad hoc views which can be used as datasets when using Report Builder 3.0 for administrator authored reporting; as the data source for dashboard widgets; and as part of the ad-hoc analytics interface. Each ad hoc view requires a base “entity” (database table), which can be one of Questica Budget's native data entities; a user configured entity; or a custom built “report entity” which consolidates the data from multiple entities and presents it to the ad hoc view as a single entity ready to report on. In scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 2.2. Operating Module The Questica Budget Operating module is included in this installation. Functional Area Description Scope of Work Configuration … Import Costing Centers Configuration and data import of standard Questica Budget 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; • Associate Costing Centers with Funds; • Define Budget Promotion Stages. In scope Initial Data Load … Import Initial Budget Import the current/future Operating budget from data import workbooks: • Create dollar budget line items at the chart of account level ... by Costing Center. In scope: Questica will import the most recent budget with 1 years of future forecast data. Questica will repeat the import once, to accommodate a refresh prior to going live. Import Historic Budgets Import prior years' Operating budgets. All prior years must have a chart of account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. In scope: Questica will import 2 prior years' budgets. Import Actuals Transactions Import Operating actuals transa ctions from data import workbooks. Customer task: The Customer can add their historical data manually or using Questica Budget's Excel® export/import feature, or with an automated integration. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Import Initial Statistical Budget Import the current/future Operating statistical budget from data import workbooks: • Create statistical budget line items at the statistical account level ... by Costing categorized. Customer task: The Customer will enter their statistical budget data using Questica Budget's user int erface or Excel® export/import feature. Import Historic Statistical Budgets Import prior years' Operating statistical budgets. All prior years must have a statistical account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. Customer task: The Customer can add their historical statistical budget data using Questica Budget's user interface or Excel® export/import feature. Import Statistical Actuals Transactions Import Operating statistical actuals transactions from data import workbooks. Customer task: The Customer can add their historical data manually or using Questica Budget's Excel® export/import feature, or with an automated integration. Integration … Budget Export Automated facility to transfer the Operating module budget data from Questica Budget to The Customer’s Tyler New World general ledger at the approved budget object/costing centre level when invoked by a user. Note that this scope item is in addition to the built-in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems. In scope: Questica will create no more than 1 point of integra tion for the approved operating budget. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Amended Budget Export Automated facility to transfer individual approved amendments to the Operating module budget data, from Questica Budget to The Customer’s Tyler New World general ledger, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the general ledger cannot be updated by re -running the full export provided in the item in the “Budget Export” item above. In scope: Questica will create no more than 1 point of integration for the operating budget amendments. Actuals Import Automated facility to transfer actual data from The Customer’s Tyler New World general ledger to the Questica Budget Operating module at a transaction level on a daily basis when automatically scheduled; and/or on demand. Note that this scope item is in addition to the built-in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. In scope: Questica will create no more than 1 point of integration for the operating actual costs. Statistical Budget Export Automated facility to transfer the Operating statistical budget data from Questica Budget to a single target system at the approved budget object/costing centre level when invoked by a user. Not in scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Amended Statistical Budget Export Automated facility to transfer individual approved amendments to the Operating statistical budget data, from Questica Budget to a single target system, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the 3rd party system cannot be updated by re- running the full export provided in the item in the “Statistical Budget Export” item above. Not in scope Statistical Actuals Import Automated facility to transfer actual data from a single source system to the Questica Budget Operating statistics at a transaction level on a daily basis when automatically scheduled; and/or on demand. Not in scope 2.3. Personnel Planning & Budgeting Module The Questica Budget Personnel Planning & Budgeting module is included in this installation. Functional Area Description Scope of Work Initial Data Load … Configuration and data import of standard Questica Budget Personnel data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create positions; • Create salary grades; • Create salary grade steps; • Create modifiers (benefits); • Create employees; • Allocate employees to positions; • Allocate positions to costing centers. For the purpose of the above, the definitions of positions, grades, grade steps, employees and modifiers shall be those found in the Questica Budget Personnel manual. The relationships between them shall be those currently supported by Questica Budget and described in the Questica Budget Manual. Import Positions & Employees Import from data import workbooks. In scope Import Grades & Scales Import from data import workbooks. In scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Create Benefits (Modifiers) Create “modifiers” to generate supplementary personnel costs such as benefits, allowances, and insurance. Note that modifiers are not simple 2 -dimensional data that can be represented in a spreadsheet. It is not possible to load modifiers in bulk from Excel® workbooks. Customer task: Questica will a ssist with this task until administrators have received training in modifier configuration. Import Position/ Costing Center Allocations Import from data import workbooks. In scope Integration … Payroll Actuals Import Automated facility to transfer actual payroll transactions at the employee/ position detail level from The Customer’s HR or payroll system to the Questica Budget Operating module; automatically scheduled, and/or on demand. This data may be used to replace existing GL Actuals with payroll detail or may be stored in a separate table. Notwithstanding items expressly referenced in the “Customizations” section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this int egration include, but are not limited to, the following points: • Each distinct data source and/or output file is one point of integration; • A user interface will be created for the selective import of sections of the budget within two date ranges, no other criteria will be available; • Data in each integration point will either replace all GL actuals in the personnel GL account category or be written to a custom entity created to store the payroll actuals, but not both. In scope: Questica will create no m ore than 1 point of integration for the payroll actuals. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 HR Data Sync. Automated facility to synchronize Personnel data between Questica Budget and The Customer’s HR or payroll system. This integration synchronizes: • New, deleted, and updated employees; • New, deleted, and updated positions; • Changes in employee -position relationships; • Changes in position-costing centre relationships. The integration of profiles (bargaining units), grades, steps, pay scales and benefits shall not be included unless expressly referred to in the “Customizations” section of this Scope of Work. Notwithstanding responses to Requests for Proposals or other communications between Questica and The Customer, the integration of custom chart field items is not included unless e xpressly set out in the “Customizations” section of this Scope of Work. In scope: Questica will create no more than one integration for Employees, one for Positions, and one for Position Allocations. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 2.4. Capital Module The Questica Budget Capital module is not included in this implementation. 2.5. Reserved 2.6. Performance Measures The Performance Measures module is included in the framework license; however, this SoW does not include configuration of the system by Questica. The Customer may use the online training material to make use of Performance Measures. Functional Area Description Scope of Work Configuration … Measure Categories and Units Configuration of Performance Measures Categories and Units, establishing those lookup values within the system. Not in scope Initial Data Load … Measures Configuration of the initial set of performance measures. Not in scope Scorecards Configuration of the initial set of performance measurement scorecards and including them on dashboards. Not in scope Integration … Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Measure Actuals Import Automated facility to load actual data from The Customer’s 3rd party data collection systems to the Questica Budget performance measures module on a scheduled basis; and/or on demand. Users can add measure actuals data not available through an automated interface through the user interface or using Excel® export/import. Not in scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 2.7. OpenBook and Budget Book Studio A subscription for Questica's “OpenBook” cloud service for data transparency is included in this implementation. This subscription includes the “Budget Book Studio” add-in. Functional Area Description Scope of Work Configuration … System Administration General configuration of OpenBook Core to set the look-and-feel, captions, and add users. Customer task: As a customer task, The Customer will leverage Questica's training material and reasonable assistance of Questica's PM or consultant to understand the administration options. Configuration of Questica Budget Configure ad hoc views in Questica Budget as a convenient source of source of OpenBook Core data. In scope: Questica will, with the help of The Customer, configure up to 3 ad hoc views as a source of data for OpenBook Core. The Customer is able to configure as many additional ad hoc views as required. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Configuration of OpenBook Core Visualizations The Customer is able to add multiple “visualizations” of their data to their OpenBook site. Each dataset is displayed according to a template selected from a library of visualization styles. The Customer is also able to add their own stories with “spotlights” and “highlights”. In scope: A Questica consultant will assist in configuring OpenBook Core “Vi s ualizations” and “Stories” to a limit of 10 hours of consulting time (additional services can be purchased at Questica's standard hourly rate). Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Configuration of Budget Book Studio The Customer is able to add multiple budget books to their OpenBook site following their approval workflow in “Budget Book Studio”. Budget books are built with a customer defined layout of data tables, reports, paragraphs of text, images, charts, and can embed OpenBook's “highlights” and “spotlights”. Questica services include: • Training, including an optional introduction for newcom ers to OpenBook. • Review source budget data: account groups, funds, and departments. • Configuration of a Budget Book to support these structures.(Note: Budget Book is not suitable for arbitrary data mapping, complex (re)calculation of values, and/or reporting of budget using roll-ups and segments other than those by which the budget is built and managed in Questica Budget.) • Creation of “views” in Questica Budget. * • Configuration & testing of data integration from Questica Budget. * • Configure standard content and assist with requested changes to standard format. • Guidance on completing tasks, including: o manual input of values deemed non- automatable; o insertion of unstructured data from files such as images, maps, award certificates, and charts; o sharing experience of layout and content options. • Miscellaneous configuration and content authoring assistance. * Where the source system is not Questica Budget, The Customer is responsible for providing clean, well-organized data in CSV file for upload. In scope: A Questica consultant will assist in configuring the first budget book, over a period not exceeding 8 weeks to a limit of 40 hours of consulting time (additional services can be purchased at Questica's standard hourly rate). Content Authoring and Editorial Services Authoring text and generating image (photo, graphic, map, chart, etc.) content for budget book(s). Customer task Integration … Import from Questica Budget Connection of OpenBook to Questica Budget, through a shared API key, and the publication of ad hoc views for seamless import of data into OpenBook from Questica Budget. In scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Import from CSV Files Initial and ongoing population of datasets through the import of .CSV files. Customer task: As a customer task, The Customer will leverage Questica's training material and reasonable assistance of Questica's PM or consultant to load and configure datasets from CSV files. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 2.8. Training Functional Area Description Scope of Work Online Resources Questica maintains a substantial library of online training courseware. Having signed -up with a valid Customer email address, all material is available to all users during and after the implementation. Training Approach Questica's standard training model is to train the trainers/advanced users within The Customer's organization in all implemented aspects of the application. Training is a blend of online courseware and “live” training, either in a classroom (if in scope, see “Training Locatio n” below) or via a web conference. In the case of video training Questica's PM will field outstanding questions after the scheduled viewing. Where a specialist trainer is “In Scope” below this might be as a follow-up to a video or presentation of the entire course. Training Schedule Questica's PM will help determine at which point in the implementation the delivery of training is most appropriate. The Customer may prefer to receive some or all of their training in the early stages of the implementation, in the knowledge that such training will need to be carried out using a generic training database. Alternatively, The Customer may choose to wait until the implementation is substantially complete in order to be trained on their own instance of Questica Budget. Having received train-the-trainer training, the Customer is responsible for training the end users, except where explicitly included in scope (below). Training Location * Note that this item relates only to location of training and does not confer training in addition to those items scoped below. On -Site Training: Is not included. Remote Training: All training provided by Questica will be delivered using web conferencing tools. Attendees are able to participate in the training from multiple locations using their own computer, or in a conference room with shared screen (their own computer is recommended). Audio is provided by telephone or the computer's own audio facilities. These sessions may be recorded upon request, with the unedited recording provided to The Customer for storage and dissemination using their own media repository. Instructional Videos/eLearning Courseware Instructional on-boarding videos tailored to The Customer's process (one per module) or full eLearning courseware (covering all modules) aimed at end-users. This material will show general system usage, and how to enter and query budgets. Not in scope Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 Tra in -the -Trainer Training Sessions Training trainers, as well as advanced users and application administrators, in the modules, features, and processes implemented. Sessions may cover the following topics: • Administration • Administrator Authored Reporting • Operating Module • Personnel Planning Budgeting Module Questica's PM will work with The Customer's project led to ensure this training is focused where needed. Training for the following occur as part of their implementation process and is NOT part of this scope item: • OpenBook • Budget Book In scope: This scope of work includes up to 4 training sessions including preparation time. Tra in -the -Us e r Training Sessions Training end-users to use the modules, features, and processes implemented. Customer task 2.9. Reserved 2.10. Reserved 2.11. Customizations 2.11.1. Custom Business Rules (CBRs), Modifiers, User Interface This Scope of Work does not include the development of customizations. Customizations not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.11.2. Custom Reports, Custom Ad Hoc Entities and Custom Dashboards This Scope of Work does not include the development of custom reports or ad hoc entities. Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.11.3. Specifications Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 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 p erformed. 2.11.4. Change Orders Any changes to the agreed specifications, including changes requested by The Customer within the warranty period, shall be the subject of a new change order and the work to be carried out thereunder shall be separately quoted, agreed, and billed and shall not be included as part of this Scope of Work. 2.11.5. Warranty Once completed the custom work shall be warranted by Questica in accordance with the “Technical Support Services” section of the Software License Agreement. 3.0. Project Management 3.0.1. Questica Project Management Responsibilities 1. Coordinating the development of the project plan in consultation with The Customer project manager and team members. 2. Ensure the timely execution of Questica's deliverables. 3. Ensuring that members of The Customer team are sufficiently educated in the Questica Budget application understand the implications of initial design decisions. 4. Providing The Customer with timely and detailed descriptions of the items identified as “Customer task” within this SoW, along with their expected completion dates. 5. Providing regular progress status reports to the key team members. 6. Advising The Customer of the impact on the expected delivery dates of any Questica or Customer deliverable is advanced or delayed. 7. Tracking issues through an issue log. 8. Author and coordinate the approval of change order estimates, and the execution of the deliverables approved. 3.0.2. The Customer Project Management Responsibilities 1 Running The Customer's project according to The Customer's norms, standards, practices, and protocols. 2. Acting as primary communication point with the Questica PM. 3. Providing definitive responses to the Questica PM on all decision points. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 4. Ensuring the timely execution of The Customer’s deliverables, as identified within this SoW, and advising the Questica PM of expected completion dates. 5. Ensuring that implementation training material is reviewed in a timely manner. 6. Ensuring that cha nge orders contain a full specification of the changes required. 7. Ensuring that customizations are fully specified and documented. 8. Ensuring that all Customer team members have a clear understanding of their responsibilities to the project. 9. Approving (sign -off) Questica deliverables. 3.0.3. Project Planning 1. The project plan will be prepared by the Questica project manager in consultation with The Customer’s project manager and team members. 2. The project planning phase will determine whether Questica Budget modules are to be implemented serially or in parallel and, if serially, the order of module implementation. 3. The implementation of each Questica Budget module will involve the following stages: a. An overview of, and training in, the module and the ways in which the module can be extended by configuration and customizations. b. A determination of how best to configure and, if necessary, customize the module to meet the objectives of The Customer. c. An overview of the advantages and, if present, disadvantages of the proposed configuration and customizations. d. Documentation of the agreed configuration and customizations. e. The preparation of data import templates consistent with the agreed configuration and customizations. f. The completion by The Customer of the data import templates. g. The import by Questica of the data import templates. h. Customer approval of the imported Questica Budget structures and data. i. The creation of custom report entities to support The Customer's reporting, where such reporting is not readily available within Questica Budget's natural data model. j. Training in the creation of (ad hoc) views, and ad hoc print reports using Microsoft Report Builder 3.0. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 k. Determination of custom reporting requirements that cannot be met by the standard reports and the use of the out-of-the -box ad hoc reporting features. l. The preparation of change orders and specification for any custom reports not detailed in this Scop e of Work. m. The development by Questica of any required custom reports, whether detailed in this Scope of Work or added to the scope through a change order. n. The testing and acceptance of custom reports and report views. o. The deployment of custom reports and report views. p. The development of an integration strategy for updating the Questica Budget database with actual result data from the financial system and the passing of budget data into the financial system. q. The development by The Customer of the integration components (queries, intermediate tables, file output/input etc.) which are required to access actual data from the financial system/HR System and update the financial system with budget data. r. The development by Questica of: i. integration components which transform budget data prior to updating the financial system; ii. integration components which transform actual result data prior to updating the Questica Budget database; iii. integration components required to initiate the execution of integrations. s. The deployment of all integration components. t. The testing and acceptance by The Customer of the integration components. 4. Customer Resources 1. The requirement for Customer resources is variable with: a. The duration of the project. b. The degree of internal Customer consultation. c. The level of internal Customer agreement. d. The number of customizations. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 e. The familiarity of Customer staff with their General Ledger, ERP, HR, and other 3rd party systems. EXHIBIT C HOSTING, MAINTENANCE, TECHNICAL SUPPORT SERVICES (A) Hosting Services. EUNA shall provide technical support and the associated hardware infrastructure to maintain the various EUNA databases in a hosted environment. This includes performance tuning, database backups, disaster recovery availability, applying software upgrades and patches at the direction of the Customer, performing 24X7 server monitoring. Hosting Services do not include: I. Testing customizations during an upgrade II. Restoring a database backup required because of a Customer error III. Migrating data or reports among instances (example: from training or testing to production) EUNA may at its sole discretion, periodically make reasonable modifications or changes to the Hosting Services provided. Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. Technical support relating to the Hosting Services is available through EUNA’s normal business hours, Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. EUNA will provide an initial response to all properly submitted support requests within two (2) business hours of initial submission. (B) Product Maintenance. On an as-available basis, EUNA will provide enhancements, modifications or upgrades to the Software as EUNA may from time to time make available to its Customers generally (“Updates”) but excluding any New Product (a “New Product” being a solution which, in EUNA’s determination and subject to general industry standards, does not replace the Software licensed hereunder.) Updates do not include: I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms II. New applications III. Services associated with the application or installation of Updates If requested, EUNA will provide assistance in the testing of any site-specific customizations. EUNA will provide a quote for any required rework associated with customizations resulting from the upgrade. (C) Technical Support Services. EUNA will provide phone and e-mail based technical support of a reasonable nature as described herein. A technical support incident or problem is a single user defined problem seeking resolution. It must be related to the original intent and design of the software. Technical Support Services include the support of EUNA supplied integrations that have not been modified by the Customer. Each Technical Support Service incident is deemed closed when a remedy, workaround, or recommendation for the installation of a current maintenance release has been offered, and a commercially reasonable effort has been made to restore operation to the original intent and design of the Software. Technical Support Service does not include: I. Custom programming services; Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73 II. On-site support; III. Customer developed interfaces, API interactions, or customizations; IV. Customer developed reports; V. End-User training or re-training; VI. Customer hardware or network issues; VII. Correction of data issues derived from user error or Software misuse; VIII. Changes to EUNA developed custom reports or Permitted Customizations (including EUNA supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, Statement of Work, or authorized change requests; IX. Corrections to EUNA developed custom reports or Permitted Customizations beyond six (6) months from the date of delivery (the upgrade protection period); and X. Changes to integration functionality made necessary due to Customer server modifications/replacement, or changes by upgrades or changes to the integrated financial system software or hardware. EUNA may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services and/or Product Maintenance Services provided. Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. Technical Support Service is available through EUNA’s normal business hours, Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. Docusign Envelope ID: 2D265FB8-895C-4AE5-8C0C-C60D9DF96D73