HomeMy WebLinkAboutStaff Report 2603-6085CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, June 01, 2026
Council Chambers & Hybrid
5:30 PM
Agenda Item
9.Approval of Professional Services Contract Number C27197243 with Euna Solutions,
Utilizing a TIPS Cooperative Contract, to Modernize the City’s Budget Development and
Publishing Software for a Five-Year Term, with Two One-Year Optional Extensions for a
Total Not-to-Exceed Amount of $1,322,230. CEQA Status - Not a project.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: June 1, 2026
Report #:2603-6085
TITLE
Approval of Professional Services Contract Number C27197243 with Euna Solutions, Utilizing a
TIPS Cooperative Contract, to Modernize the City’s Budget Development and Publishing
Software for a Five-Year Term, with Two One-Year Optional Extensions for a Total Not-to-
Exceed Amount of $1,322,230. CEQA Status - Not a project.
RECOMMENDATION
Staff recommends that City Council approve and authorize the City Manager or their designee
execute Contract C27197243 with Euna Solutions, utilizing the above-noted TIPS Cooperative
Contract Number 230105, to upgrade the City’s budget development software, replace the
publishing software, and streamline the budget process for a five-year term (July 1, 2026 to
June 30, 2031 and approve up to two, one-year optional extensions (July 1, 2031 to June 30,
2033) for a total not-to-exceed amount of $1,322,230 (Attachment A).
BACKGROUND
To facilitate budget creation, advanced forecasting and analysis, and budget publication, the
City uses two software solutions: Questica (budget creation and forecasting) and PADS
(publication). Both products are owned and provided by Euna Solutions through a TIPS
Cooperative Contract.
The City has used Questica as its enterprise budgeting system since June 23, 2014, following a
competitive procurement process1. Since then, the City Council has approved several
amendments to maintain and support the budgeting system:
Dec. 8, 2014 – Council approved Amendment No. 1, increasing total compensation and
extending services for a five-year term2.
1 June 23, 2014 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-
reports/reports/city-manager-reports-cmrs/year-archive/2014/4516.pdf
2 December 8, 2014 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-
minutes-reports/reports/city-manager-reports-cmrs/year-archive/2014/4516.pdf
Sept. 23, 2019 – Council approved Amendment No. 2, extending the contract term
through June 30, 2024, and increasing total compensation5.
June 3, 2024 – Council approved Amendment No. 3, extending the contract through
June 30, 2026, and increasing the total not-to-exceed amount to $1,227,6586.
In addition to Questica, the City uses PADS to compile financial data, narrative text, and
graphics to create the City’s budget publications7. The system helps maintain a consistent,
professional, and visually appealing format.
The City first selected PADS through a competitive procurement process and has continued
using the system through later contracts and amendments:
Dec. 16, 2013 – Council approved Contract C14151788 for PADS, replacing the legacy
budget publishing software that was no longer supported8.
April 25, 2016 – Council approved Amendment No. 1, extending the term through June
30, 2019, and increasing the total not-to-exceed compensation to $363,5559.
July 1, 2019 – The City later entered Contract No. S20175881 with Finite Matters for
hosting, maintenance, and licensing services supporting PADS. Amendment No. 1
extended the contract term through June 30, 2022, and established a maximum not-to-
exceed compensation of $73,353.
Nov. 8, 2022 – The City transitioned to a SaaS service model through Contract No.
S23183412. The City later amended the contract to extend the term through June 30,
2026, and increase the total not-to-exceed compensation to $120,174.
ANALYSIS
After comprehensive assessment of the City’s budget development and publishing
requirements, staff determined that upgrading to Euna Solutions’ modern budgeting suite,
including their Euna Budget Pro and Euna Budget Book Studio products, is the most fiscally and
operationally advantageous path.
The scope of the assessment included:
Rigorous needs discovery, documenting existing and future needs. Staff conducted a
35-hour requirements gathering process, interviewing 26 budget analysts across various
departments.
5 September 23, 2019 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-
minutes-reports/reports/city-manager-reports-cmrs/year-archive/2019/id-10618.pdf?t=59683.91
6 June 3, 2024 City Council Staff Report, Agenda Item No. 5:
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=14299
7 FY 2026 Adopted Operating Budget: https://www.paloalto.gov/files/assets/public/v/1/administrative-
services/city-budgets/fy-2026-city-budget/adopted/fy-2026-adopted-operating-budget_final.pdf
8 December 16, 2023 City Council Staff Report: https://www.paloalto.gov/files/assets/public/v/1/agendas-
minutes-reports/reports/city-manager-reports-cmrs/year-archive/2013/13-4312.pdf
9 April 25, 2016 City Council Staff Report: https://www.paloalto.gov/files/assets/public/v/1/agendas-minutes-
reports/reports/city-manager-reports-cmrs/year-archive/2016/6832.pdf
Legacy system replacement: A primary objective was replacing the legacy PADS
publishing system, which requires manual data compilation, with a modern, automated
platform integrated with the City's financial core.
Market analysis and comparing what other Bay Area city agencies are using.
Multi-stage competitive evaluation: A multi-department evaluation panel evaluated
five industry-leading vendors: Anaplan, ClearGov, Euna Solutions, Gravity, and OpenGov.
The evaluation followed a structured three-round process:
o First Round: Five firms participated in three-and-a-half-hour demonstration
sessions focused on core functionality and requirements matrix responses.
o Second Round: The field was narrowed to three firms for three-hour deep-dive
sessions regarding technical architecture and reporting.
o Third Round: Staff held targeted discussions with Euna Solutions to validate
system integration capabilities and finalize the implementation roadmap.
Strategic justification for selection
Operational Continuity: While other platforms were assessed, none significantly
outperformed Euna Solutions enough to justify the high transition costs, retraining
efforts for Citywide staff, and the operational risk of migrating the City’s complex fund
structures and workflows to a completely new environment.
System Enhancements: The new contract facilitates advanced forecasting, improved
SAP data integration, and greater public transparency by using Euna Budget Book Studio
to publish budget information in a modern, public-facing digital format.
Procurement Efficiency: Staff utilized the TIPS-USA Contract #23010515 cooperative
vehicle, which provided a pre-negotiated competitive framework. Furthermore, City
staff successfully negotiated pricing below these cooperative sheet rates and initial
quotes, securing $167,227.40 in savings for the City over the proposed 7-year term.
FISCAL/RESOURCE IMPACT
The total contract value for the initial five-year term is $968,408. This total includes $880,371
for professional services and recurring annual maintenance fees, as well as $88,037 reserved
for additional services. Should the City exercise the two optional one-year extensions, the total
potential contract value is an amount not to exceed $1,322,230.
Funding for this contract will be incorporated into the FY 2027 annual budget development
process, subject to City Council approval and consistent with how multiyear technology
contracts are funded in future years. As the Information Technology Department (ITD) is
supported through an internal service fund model, these costs are distributed across City
15 Cooperative Technology Solutions Products and Services Contract: https://www.tips-
usa.com/vendorProfile.cfm?RecordID=AB4A9AB026430832481F3CF7167BDE6C
departments. Approximately 49% of the costs are funded by the General Fund, while the
remaining 51% are supported by enterprise and special revenue funds.
Year 1 07/2026 - 06/30/2027 $223,839 $20,000
Year 2 07/2027 - 06/30/2028 $160,772 $17,009
Year 3 07/2028 - 06/30/2029 $160,772 $17,009
Year 4 07/2029 - 06/30/2030 $165,209 $17,009
Year 5 07/2030 - 06/30/2031 $169,779 $17,009
Optional Year 6 07/2031 - 06/30/2032 $174,487 $0
Optional Year 7 07/2032 - 06/30/2033 $179,335 $0
Staff coordinated this effort with internal City stakeholders to ensure the recommended
solution reflects Citywide operational needs. The evaluation work and requirements
development included participation from the Office of Management and Budget, ITD, and other
departmental budget staff.
Staff also engaged vendors throughout the assessment process to validate technical
capabilities, implementation considerations, and options to improve system integration,
reporting, training, and public-facing budget publishing/transparency, which informed the
recommended scope and implementation approach.
The approval of this contract is not a project under the California Environmental Quality Act
(CEQA) under CEQA Guidelines section 15378(b)(2), (4) and (5).
Attachment A: EUNA Solutions, Contract C27197243
:
Darren Numoto, Chief Information Officer; Lisa Bolger, Assistant Director Information
Technology/CTO
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CITY OF PALO ALTO CONTRACT NO. C27197243
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND EUNA SOLUTIONS, INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of
July, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and EUNA SOLUTIONS, INC., a Delaware
Corporation, located at 1155 Perimeter Center West, Suite 500, Sandy Springs, CA, 30338
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to modernize its budget and publishing software (the “Project”) and desires
to engage a consultant to upgrade to Euna Budget Pro, implement OpenBook & Budget Book,
develop new integrations with SAP, perform a business process review, and improve its reporting
capabilities in connection with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from July 1, 2026, through June 30, 2031 with Two One-Year
Optional Extensions until June 30, 2033 unless terminated earlier pursuant to Section 19
(Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
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timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed ONE MILLION TWO
HUNDRED THIRTY-FOUR THOUSAND ONE HUNDRED NINETY-THREE Dollars
($1,234,193). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled
“SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would
result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost
to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a
not-to-exceed compensation amount for Additional Services is allocated below under this
Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of EIGHTY-EIGHT THOUSAND THIRTY-SEVEN
Dollars ($88,037) for the performance of Additional Services (as defined below). The
total compensation for performance of the Services, Additional Services and any
reimbursable expenses specified in Exhibit C, shall not exceed ONE MILLION THREE
HUNDRED TWENTY-TWO THOUSAND TWO HUNDRED THIRTY Dollars
($1,322,230), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the
proper completion of the Project, but which is not included within the Scope of Services
described at Exhibit A. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in
this Section 4. CONSULTANT shall provide Additional Services only by advanced,
written authorization from CITY as detailed in this Section. Additional Services, if any,
shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project
Manager, as identified in Section 13 (Project Management). Each Task Order shall be in
substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK
ORDER”. Each Task Order shall contain a specific scope of services, schedule of
performance and maximum compensation amount, in accordance with the provisions of
this Agreement. Compensation for Additional Services shall be specified by CITY in the
Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit
C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation to
CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the
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amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall only be compensated for Additional Services performed under an
authorized Task Order and only up to the maximum amount of compensation set forth for
Additional Services in this Section 4. Performance of and payment for any Additional
Services are subject to all requirements and restrictions in this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the Services performed and the applicable charges (including, if
applicable, an identification of personnel who performed the Services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule
of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of
completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to itinvoices@PaloAlto.gov. CITY
will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
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to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar
responsibilities related to CONSULTANT’s performance of the Services, or any agent or
employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Notwithstanding the foregoing, CONSULTANT may assign this Agreement and any of its
rights or delegate any of its obligations to any affiliate, subsidiary, or to any person acquiring all
or substantially all of CONSULTANT’s assets without CITY’s consent but CONSULTANT shall
provide notice to CITY and agrees that assignee shall assume all obligations under this Agreement.
Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the
Services to be performed under this Agreement without the prior written authorization of the City
Manager or designee. In the event CONSULTANT does subcontract any portion of the work to
be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and
omissions of subcontractors.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts
and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with
the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Mack Unyi Email:
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Mackenzie.Unyi@eunasolutions.com as the CONSULTANT’s Project Manager to have
supervisory responsibility for the performance, progress, and execution of the Services and
represent CONSULTANT during the day-to-day performance of the Services. If circumstances
cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s
key personnel for any reason, the appointment of a substitute Project Manager and the assignment
of any key new or replacement personnel will be subject to the prior written approval of the CITY’s
Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT
personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative,
or present a threat to the adequate or timely completion of the Services or a threat to the safety of
persons or property.
CITY’s IT Project Manager is Andrew Raj, Information Technology Department, Project
Management Office, 250 Hamilton Ave, Palo Alto, CA, zipcode: 94301, Email:
Andrew.Raj@paloalto.gov CITY’s OMB Project Manager is Robert Valentukonis,
Administrative Services Department, Office of Management and Budget, 250 Hamilton Ave, Palo
Alto, CA, zipcode 94301, Email: Robert.Valentukonis@paloalto.gov. CITY’s Project Managers
will be CONSULTANT’s point of contacts with respect to performance, progress and execution
of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Deliverables. All Intellectual Property Rights
in and to the Deliverables except for any Confidential Information of CITY shall be owned by
CONSULTANT. CONSULTANT hereby grants CITY a license to use all Intellectual Property
Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-
transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent
necessary to enable CITY to make reasonable use of the Deliverables and the Professional
Services.
SAAS IP and Documentation. CITY acknowledges that, as between CITY and CONSULTANT,
CONSULTANT 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.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for two (2)
years from the date of final payment, unless longer as required by law, CONSULTANT’s records
pertaining to matters covered by this Agreement, including without limitation records
demonstrating compliance with the requirements of Section 10 (Independent Contractor).
CONSULTANT further agrees to maintain and retain accurate books and records in accordance
with generally accepted accounting principles for at least two (2) years after the expiration or
earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. CONSULTANT shall indemnify, defend, and hold harmless CITY and its
agents, officers, directors and employees (“CITY Parties”) from and against any and all losses,
damages, liabilities, costs, including reasonable attorneys’ fees (”Losses”) incurred by CITY
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Parties resulting from any third-party claim, suit, action or proceeding (”Third Party Claim”) that
the SaaS, Software or Hardware, or any use of the SaaS, Software or Hardware in accordance with
this Agreement, infringes or misappropriates such third party’s intellectual property rights or for
any Third Party Claim based on CONSULTANT’s negligence or willful misconduct.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its
officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under
this Agreement is effective unless it is in writing in accordance with Section 29.4 of this
Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or
remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except
after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation
or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
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evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving thirty (30) days prior
written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
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
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.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
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19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of
CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any
conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
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the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
appropriate financial disclosure documents required by the Palo Alto Municipal Code and the
Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports,
and public education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any
submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is on file
at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
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SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee
otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a
calendar week within the geographic boundaries of the City, CONSULTANT shall pay such
employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in
accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the
event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related
requirements. CONSULTANT is not required to pay prevailing wages and meet related
requirements under the California Labor Code and California Code of Regulations in the
performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in
Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
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SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
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28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is
selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
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EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: INFORMATION PRIVACY POLICY
EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS
EXHIBIT G: CONSULTANT END USER LICENSE AGREEMENT
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C27197243
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
EUNA SOLUTIONS, INC.
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2
By: ________________________________
Name: ______________________________
Title: _______________________________
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Melissa McCabe
Chief Sales Officer
Rob Crocker
Chief Financial Officer
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and
services described in this Scope of Services shall not include preparing or assisting CITY with any
portion of CITY’s preparation of a request for proposals, request for qualifications, or any other
solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain
responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans or
specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on
any subsequent phase of this project have access to the same information, including all conceptual,
preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope
of Services.
In the Scope of Services tables, entries in the column headed “Scope of Services” are defined as
follows:
In scope undertaken by CONSULTANT, with such help from the CITY
as detailed in the item description. There may be additional
CITY task undertaken by CONSULTANT, but will be undertaken by the CITY, with such help from CONSULTANT as is detailed in the
item description. There may be additional information
Not in scope undertaken by CONSULANT, nor will it be undertaken by CITY
Shared Task
undertaken by both CONSULTANT and CITY as detailed in
item description. CITY and CONSULTANT will determine how to share the responsibility for the task in a way that respects the
Budget Book Studio Guided Implementation
CITY will be responsible for creating the Views in Euna Budget and using the training content
provided to guide through configuring the layout and content of that data in each Digital
Budget Book you build. CONSULTANT’s assistance in this shall be delivered remote over a
period not exceeding 8 weeks and a total of 40 hours. Where the source system is not Euna
Budget, CITY is responsible for providing clean well-organized data in CSV files for upload.
CITY will need to provide CONSULTANT with a well formatted sample of the intended
budget book in order to provide recommendations for how to recreate that sample in Budget
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Book Studio.
Description
Budget Book
Analysis
Budget Book. This will be used to inform
recommendations on configuration changes needed to
the Euna Budget data model to accommodate the budget
book layout. This will also be used to make
recommendations for the creation of Views within Euna
Budget, in order to pull the data identified in the sample
into Budget Book Studio for a report or section of a
report within the sample budget book. This will also be
used to provide suggestion how to ideally use the native
Budget Book Studio functionality in order to produce a
In Scope
Review of
Account
Structure Data
Model
existing data model in Euna Budget Pro in order to
determine how recommended configuration changes will
need to be made to accommodate the sample budget
In Scope
Account Structure
Configuration
Changes
Within Euna Budget Pro, an existing account string
should already be set for data elements such as:
• 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
The Euna Budget Implementation may includes services
to setup the account structure configuration for the items
listed above. However, the Budget Book Studio
implementation does not include services to make
substantial changes to the existing account string or
relationships between the account string data structures
that were created during the initial Euna Budget Pro
implementation. It only includes building additional
entities/fields upon existing data elements to account for
missing data compared to the sample budget book. This
Not in Scope
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roll-up reporting elements to support data aggregation in
reports.
Additional Module
Implementation
that exists within a module that has not been utilized,
implemented or purchased by the CITY, the CITY is
responsible for configuration and data entry within that
module. For example, if a section of the sample budget
book contains performance measure data, but that module
is not utilized in Euna Budget Pro, then the CITY will
need to configure and fill data into that module to facilitate
Not in Scope
Import Supporting
Data within Euna
Budget Pro
data model in Euna Budget Pro in order to determine how
recommended configuration changes will need to be made
to accommodate the sample budget book in line with what
the CITY already has configured. Should data importing
be needed into any additional entities/fields that have been
newly configured in the data model, the CITY and project
lead will determine how to share the responsibility for
importing data values in those entities/fields, in a way that
respects the 40 hours allocated for the
Shared Task
Import Supporting
Data
Book Studio
available within Budget Book Studio and guide the CITY
through ideal use of the features in order to develop the
sample budget book. Should data importing be needed, the
CITY and project lead will determine how to share the
responsibility for importing data values in those
entities/fields, in a way that respects the 40 hours
Shared Task
Data Model
Configuration &
Testing Integration
from Euna Budget
structure data model, CONSULTANT will run working
sessions to do some initial configuration needed to the
existing data model with entities/fields to support creation
of the sample budget book layout in Budget Book
well as provide guidance to the CITY on the creation of
In Scope
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Additional Module
Implementation
that exists within a module that has not been utilized,
implemented or purchased by the CITY, the CITY is
responsible for configuration and data entry within that
module. For example, if a section of the sample budget
book contains performance measure data, but that module
is not utilized in Euna Budget Pro, then the CITY will
need to configure and fill data into that module to facilitate
Not in Scope
Train the Trainer
Training
CONSULTANT will provide training through online
content and webinar style training sessions, including an
optional introduction for newcomers to OpenBook.
In Scope
Guidance on
Budget Book
Creation
CONSULTANT will provide guidance and work
assistance to client on how to complete the creation of
the budget book sample within Budget Book Studio,
including tasks such as:
1. Manual input of values deemed non-automatable
2. Insertion of unstructured data from files such as
images, maps, award certificates, and charts
3. Sharing experience of layout and content options
Shared Task
Budget Book
Creation
book sample within Budget Book Studio. They will
provide configuration of the Euna Budget Pro data
model, analysis on essential View creation, training on
the Budget Book Studio product, expertise on best use of
the Budget Book Studio features and support through the
CITY Task
Custom Reporting
Entity Creation
reporting entities available within the Euna Budget
product. Should a custom reporting entity be needed, this
will require a separate change order contract for the
Technical Services team to create that custom reporting
Not in Scope
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HR Data Sync
HR Data Sync
Euna Budget and CITY’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 center relationships.
The integration of profiles (bargaining units), grades, steps,
pay scales and benefits shall not be included unless
expressly referred to in the “Customizations” section of
this Scope of Work.
Notwithstanding responses to Requests for Proposals or
other communications between CONSULTANT and CITY,
the integration of custom chart field items is not included
unless expressly set out in the “Customizations” section of
In scope:
CONSULTA
NT will
create no
more than
one
integration
for
Employees,
one for
Positions,
one for
Position
Allocations.
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Business Process Improvement
Consulting Services -
BPI
• 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. CONSULTANT will facilitate a design of
the budget process as it relates to the Euna 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 Euna
Budget.
Personnel Budgeting
Review and refine personnel budgeting process and
include common personnel budget issues including vacant
positions, overtime, benefits, allowances, and statutory
scope with:
90 Hours
of gaps,
for
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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.
CITY will assume responsibility for maintaining all process documents after hand-off.
Care Plus Premium Deliverables:
If a service is unused within a particular year, they do not roll over to the next year. The plan
includes the services listed below:
o Version Upgrades: Customization Upgrades
o Version Upgrades: Customization Review & Removal
o Version Upgrades: Custom Report Upgrades
o Read-Only SQL Access
o Annual Block of 50 Service Hours
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions
of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this
Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical
and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)
REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement.
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.
(This provision only applies if checked and only applies to on-call agreements per Section 1 or
agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in
Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case
of Additional Services, provided in all cases that the schedule of performance shall fall within the
term as provided in Section 2 (Term) of this Agreement.
Level Name Start Date End Date Duration
(Days)
1 Business Process Management
2 Client Kick-Off Meeting (1st Meeting)7/5/2026 7/6/2026 1
2 Project Approach Discussion (2nd Meeting)7/7/2026 7/9/2026 2
2 Chart of Account Configuration Discussion (3rd Meeting)7/12/2026 7/16/2026 4
2 In Depth Operating Budget Discussion 7/12/2026 7/23/2026 11
2 In Depth Capital Budget Discussion 7/12/2026 7/23/2026 11
2 In Depth Salaries Budget Discussion 7/12/2026 7/23/2026 11
2 Module Entity/Field/Form Configuration 7/27/2026 8/21/2026 25
2 Module Data Importing 7/27/2026 8/21/2026 25
2 Ad Hoc View & Smart Report Configuration 7/27/2026 8/21/2026 25
1 Integrations
2 HR Data Synch (Personnel)8/24/2026 9/25/2026 32
2 Amended Budget Export (Capital)8/24/2026 9/25/2026 32
1 Budget Book Implementation
2 OpenBook & Report Studio Implementation - Pro 8/28/2026 10/9/2026 42
2 Budget Book Implementation - Pro 8/28/2026 11/18/2026 82
1 Extras
2 Single Sign On 8/24/2026 8/28/2026 4
2 Additional Professional Services 11/18/2026 12/18/2026 30
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement,
and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up
to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below,
provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for
Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4),
within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the
maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
Tasks Year 1
(07/01/2026–
06/30/2027)
(07/01/2027–
06/30/2028)
(07/01/2028–
06/30/2029)
(07/01/2029–
06/30/2030)
(07/01/2030–
06/30/2031)
(07/01/2031–
06/30/2032)
(07/01/2032–
06/30/2033)
Task 1
Amended Budget
Export (Capital)
2,500.00
Budget Book
Implementation – Pro
7,760.00
OpenBook & Report 2,328.00
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Studio Implementation
– Pro
Single Sign-On (SSO) 1,500.00
HR Data Sync 12,725.00
Business Process
Management – Pro
22,500.00
Operating Budgeting +
Capital + Personnel +
OpenBook + Budget
Book Care Plus Service
147,902.00 147,902.00 147,902.00 152,339.06 156,909.23 161,616.51 166,465.00
Optional Add on-
Strategic Budgeting
18,270.00 8,270.00 8,270.00 8,270.00 8,270.00 8,270.00 8,270.00
Optional-Ad On-Annual
Comprehensive
Financial Report (ACFR)
8,354.00 4,600.00 4,600.00 4,600.00 4,600.00 4,600.00 4,600.00
Subtotal
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Additional Professional
Services (Time &
Materials, $225/hour,
Net 30 – 5-Year Not-to-
20,000.00 17,009.28 17,009.28 17,009.28 17,009.28
Total Compensation $
243,839.00
$
177,781.28
$
177,781.28
$
182,218.34
$
186,788.51
$
174,486.51
$
179,335.00
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime,
information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing,
insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable
expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses
(by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Additional Professional Services: $225 per hour
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EXHIBIT D
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE
OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
AGGREGATE
YES GENERAL LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL,
PRODUCTS/COMPLETED OPERATIONS AND FIRE
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
$2,000,000
$2,000,000
$2,000,000
$2,000,000
LIABILITY COVERAGE. THE POLICY SHALL AT A
MINIMUM COVER PROFESSIONAL MISCONDUCT
OR LACK OF REQUISITE SKILL FOR THE
PERFORMANCE OF SERVICES DEFINED IN THE
CONTRACT AND SHALL ALSO PROVIDE
COVERAGE FOR THE FOLLOWING RISKS:
(i) NETWORK SECURITY LIABILITYARISING
FROM UNAUTHORIZED ACCESS TO, USE OF, OR
TAMPERING WITH COMPUTERS OR COMPUTER
SYSTEMS, INCLUDING HACKERS, EXTORTION,
AND
(ii) LIABILITY ARISING FROM
INTRODUCTION OF ANY FORM OF MALICIOUS
SOFTWARE INCLUDING COMPUTER VIRUSES
INTO, OR OTHERWISE CAUSING DAMAGE TO
THE CITY’S OR THIRD PERSON’S COMPUTER,
COMPUTER SYSTEM, NETWORK, OR SIMILAR
COMPUTER RELATED PROPERTY AND THE DATA,
SOFTWARE AND PROGRAMS THEREON.
CONTRACTOR SHALL MAINTAIN IN FORCE
DURING THE FULL LIFE OF THE CONTRACT.
THE POLICY SHALL PROVIDE COVERAGE FOR
BREACH RESPONSE COSTS AS WELL AS
REGULATORY FINES AND PENALTIES AS WELL AS
CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE
OBLIGATIONS.
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YES CYBER AND PRIVACY INSURANCE.
SUCH INSURANCE SHALL INCLUDE COVERAGE
FOR LIABILITY ARISING FROM COVERAGE IN AN
AMOUNT SUFFICIENT TO COVER THE FULL
REPLACEMENT VALUE OF DAMAGE TO,
ALTERATION OF, LOSS OF, THEFT,
DISSEMINATION OR DESTRUCTION OF
ELECTRONIC DATA AND/OR USE OF
CONFIDENTIAL INFORMATION, “PROPERTY” OF
THE CITY OF PALO ALTO THAT WILL BE IN THE
CARE, CUSTODY, OR CONTROL OF VENDOR,
INFORMATION INCLUDING BUT NOT LIMITED
TO, BANK AND CREDIT CARD ACCOUNT
INFORMATION OR PERSONAL INFORMATION,
SUCH AS NAME, ADDRESS, SOCIAL SECURITY
NUMBERS, PROTECTED HEALTH INFORMATION
OR OTHER PERSONAL IDENTIFICATION
INFORMATION, STORED OR TRAMSITTED IN
ELECTRONIC FORM.
YES AUTOMOBILE LIABILITY, INCLUDING ALL
OWNED, HIRED, NON-OWNED
EACH PERSON
EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
AND OMISSIONS, MALPRACTICE (WHEN
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS,
AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING EMAIL ADDRESS: Purhcasingsupport@paloalto.gov
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE
AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH
ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE
POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED
AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL
NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE
NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM,
THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING EMAIL ADDRESS: PurchasingSupport@PaloAlto.gov
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EXHIBIT E
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EXHIBIT F
CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers
and people who do business with the City, including, without limitation, vendors, utility
customers, library patrons, and other individuals and companies, who are required to share such
information with the City, as a condition of receiving services from the City or selling goods and
services to the City, including, without limitation, the Software as a Service services provider
(the "Consultant") and its subcontractors, if any, including, without limitation, any Information
Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a
secure IT environment, described below, while it renders and performs the Services and
furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of
work implicates the confidentiality and privacy of the personal information of the City's
customers. The Consultant shall fulfill the data and information security requirements (the
"Requirements") set forth in Part A below.
A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided
to the City, including connection to the City's IT systems; (b) the Consultant's operations and
maintenance processes needed to support the environment, including disaster recovery and
business continuity planning; and (c) the IT infrastructure performance monitoring services to
ensure a secure and reliable environment and service availability to the City. "IT infrastructure"
refers to the integrated framework, including, without limitation, data centers, computers, and
database management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot
fulfill the Requirements, the Consultant shall promptly inform the City of its determination and
submit, in writing, one or more alternate countermeasure options to the Requirements (the
"Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the
reasonable satisfaction of the Information Security Manager (the "ISM").
Part A. Requirements:
The Consultant shall at all times during the term of any contract between the City and the
Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison
to the City with respect to the Services to be performed under this Agreement.
(b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are
documented, are accessible to the City, and conform to ISO 27001/2 – Information
Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103
http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297
(d) Conduct routine data and information security compliance training of its personnel that is
appropriate to their role.
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(e) Develop and maintain detailed documentation of the IT infrastructure, including software
versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for
performing professional and criminal background checks of its employees that (1) would
permit verification of employees' personal identity and employment status, and (2) would
enable the immediate denial of access to the City's confidential data and information by
any of its employees who no longer would require access to that information or who are
terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant
has met or has failed to meet any objective terms and conditions.
(h) Implement access accountability (identification and authentication) architecture and
support role-based access control ("RBAC") and segregation of duties ("SoD")
mechanisms for all personnel, systems, and Software used to provide the Services.
"RBAC" refers to a computer systems security approach to restricting access only to
authorized users. "SoD" is an approach that would require more than one individual to
complete a security task in order to promote the detection and prevention of fraud and
errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of
the Services' environment design and deployment are known to the City, and (2) it has
implemented measures in accordance with industry best practices applicable to secure
coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(k) Deploy and maintain IT system upgrades, patches and configurations conforming to
current patch and/or release levels by not later than 30 days after its date of release.
Emergency security patches must be installed within 24 hours after its date of release.
(l) Provide for the timely detection of, response to, and the reporting of security incidents,
including on-going incident monitoring with logging.
(m) Notify the City within 24 hours of detecting a security incident that results in the
unauthorized access to or the misuse of the City's confidential data and information.
(n) Inform the City that any third party service provider(s) meet(s) all of the Requirements.
(o) Perform security self-audits on a regular basis and not less frequently than on a quarterly
basis, and provide the required summary reports of those self-audits to the ISM on the
annual anniversary date or any other date agreed to by the Parties.
(p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's
performance of random site security audits at the Consultant's site(s), including the site(s)
of a third-party service provider(s), as applicable. The scope of these audits will extend to
the Consultant's and its third-party service provider(s)' awareness of security policies and
practices, systems configurations, access authentication and authorization, and incident
detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, and the Confidential Information will be accessible only by the Consultant
and any authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability
of the Services. Adequately encrypt the City of Palo Alto's data, during the operational
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process, hosted at rest, and the backup stage at the Vendors' environment (including
Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the
expiration or earlier termination of this Agreement and in a mutually agreeable storage
medium. Within thirty (30) days after the effective date of expiration or earlier
termination of this Agreement, all of those records relating to the performance of the
Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and
local data and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the
City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo
Alto's IP address and Vendor IPs required to support operation of the service, to the
Vendor environment (primarily hosted for the City of Palo Alto).
(w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City
for the systems and services the Vendor provides to the City.
(x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA)
solutions for authentication and authorization services from the "City's environment to
the Vendor's environment," and Vendor's environment to the Vendor's cloud
services/hosted environment." The Vendor shall allow employees of the City to have full
admin access to the Vendor's application.
(y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct,
indirect or punitive damages whatsoever including, without limitation, damages for loss
of use, data or profits, arising out of or in any way connected with the City's IT
environment, including, without limitation, IT infrastructure communications.
(z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s
EXHIBIT “D” INSURANCE REQUIREMENTS.
Part B. Alternate Requirements: N/A
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EXHIBIT G
CONSULTANT END USER LICENSE AGREEMENT
This agreement, including all documents referenced and incorporated below and the Order Form which by
this reference is incorporated herein (collectively, this “Agreement”), is a binding agreement between Euna
Solutions, Inc. (referred to as “Licensor” or “EUNA,” as part of the EUNA brand) and the entity identified
on the Order Form 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:
LICENSOR PROVIDES THE SAAS OFFERING, PROFESSIONAL SERVICES, SOFTWARE AND
DOCUMENTATION SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND FULLY COMPLIES
WITH THEM. BY CHECKING THE “ACCEPT” BOX ON THE ORDER FORM OR ISSUING A
PURCHASE ORDER AFTER REVIEWING THESE TERMS YOU (A) ACCEPT THIS AGREEMENT
AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS AND CONDITIONS; AND
(B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A
BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL
ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND
AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND
CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE OR
PROVIDE THE SAAS OFFERING, PROFESSIONAL SERVICES, SOFTWARE OR OTHER
DELIVERABLE TO CUSTOMER AND YOU MUST NOT DOWNLOAD, USE OR ACCESS THE
SAAS OFFERING, SOFTWARE OR DOCUMENTATION OR OTHERWISE RECEIVE THE
PROFESSIONAL SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR
CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO
LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER
THIS AGREEMENT WITHOUT AN APPLICABLE ORDER FORM AND PAYMENT OF ALL
REQUIRED FEES, COSTS AND AMOUNTS. THIS AGREEMENT EXPRESSLY EXCLUDES ANY
RIGHT CONCERNING ANY SAAS OFFERING, PROFESSIONAL SERVICES, SOFTWARE OR
DOCUMENTATION THAT CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A
LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SAAS OFFERING, SOFTWARE OR
DOCUMENTATION.
1. Definitions.
a. “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.
b. “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
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circumstances indicating its confidential or proprietary nature, or otherwise would be known to be
confidential or proprietary by a reasonable person.
c. “Customer Data” means, other than Diagnostic Data, 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.
d. “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.
e. “Diagnostic Data” means all aggregated and de-identified information that EUNA’s systems
or applications automatically collect regarding Customer’s use of the SAAS Offering and its performance,
including to compile statistical and performance information related to the provision and operation of the
SAAS Offering.
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, including any Third-Party Pass-
Through Fees as defined herein.
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
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.
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l. “SAAS IP” means the SAAS Offering and the Documentation. For the avoidance of doubt,
SAAS IP includes proprietary data structures, database schemas, metadata, Diagnostic Data 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 0.
p. “Third-Party Pass-Through Fees” means fees charged to EUNA by third-party vendors for
products, services, or application programming interfaces ("APIs") that are incorporated into or required
for the operation of the SAAS Offering, which EUNA passes through to Customer at cost with no markup,
where such fees are attributable to Customer's selection of, or contractual relationship with, a specific third-
party vendor ("Customer-Selected Vendor"), and where the Customer-Selected Vendor's API or integration
is required to enable the functionality described in the applicable Order Form.
q. “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.
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.
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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. Diagnostic Data. Notwithstanding anything to the contrary in this Agreement, EUNA may monitor
Customer’s use of the SAAS Offering and collect and compile Diagnostic Data. As between EUNA and
Customer, all right, title, and interest in Diagnostic Data, and all Intellectual Property Rights therein, belong
to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Diagnostic Data
based on Customer Data input into the SAAS Offering. Customer agrees that EUNA may (i) make
Diagnostic Data publicly available in compliance with applicable Law, and (ii) use Diagnostic Data 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 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.
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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. Where a Third-Party Product or API is provided by a Customer-Selected Vendor,
Customer acknowledges that the pricing for such Third-Party Products or APIs is established and controlled
solely by the Customer-Selected Vendor and is not within EUNA's control. EUNA shall pass through any
increases in Third-Party Pass-Through Fees to Customer upon written notice as set forth in Section 5(c).
Customer's continued use of the SAAS Offering following the effective date of any such increase shall
constitute Customer's acceptance of the updated Third-Party Pass-Through Fees. For the avoidance of
doubt, EUNA does not markup Third-Party Pass-Through Fees and assumes no liability for pricing
decisions made by Customer-Selected Vendors.
(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. Intentionally Omitted
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b. Taxes. Intentionally Omitted
c. Third-Party Pass-Through Adjustments. Notwithstanding anything to the contrary in this Agreement,
EUNA reserves the right to adjust the Fees payable under any Order Form to reflect changes in Third-Party
Pass-Through Fees imposed by Customer-Selected Vendors. EUNA shall use commercially reasonable
efforts to provide Customer with advance notice of anticipated Third-Party Pass-Through Fee changes as
soon as practicable after EUNA receives notice from the applicable Customer-Selected Vendor, which
notice shall identify: (i) the applicable Customer-Selected Vendor; (ii) the prior fee amount; (iii) the new
fee amount; and (iv) the effective date of the adjustment. Customer-Selected Vendor fee adjustments shall
be billed at cost with no markup by EUNA. Customer acknowledges and agrees that Third-Party Pass-
Through Fee increases do not constitute a material breach of this Agreement by EUNA
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 posted from time to time on EUNA’s website at www.eunasolutions.com/sla/ (the “Service
Level Agreement”).
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 posted from time to time on EUNA’s website at
www.eunasolutions.com/sla/ (the “Service Level Agreement”).
c. Updates. EUNA reserves the right to modify the Service Level Agreement 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 Agreement, 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
(iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry
standards for similar services.
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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
Agreement. 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 thirty (30) 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 Agreement,
EUNA’s sole obligation and Customer’s exclusive remedy shall be for EUNA to perform the remedies set
forth in the Service Level Agreement.
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. Intentionally omitted.
b. Intentionally omitted.
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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 Diagnostic Data. 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 EUNA 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
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.
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Professional Services
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Classified as Confidential
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. Intentionally Omitted
10. Survival. Sections 14, 15, 16, 17, 28, and 29 of the main body of this Agreement and Sections 3.g, 4,
5, 7, 8, 9, 10, 11, 12, and 14-34 of this Exhibit G 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. Intentionally Omitted
12. Limitation of Liability.
a. IN NO EVENT SHALL EUNA BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR
ANYLOSS OF , 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 EUNA 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 EUNA’S 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 THE
AGGREGATE AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE
ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE
TO THE CLAIM. ADDITIONALLY, IN NO EVENT WILL EUNA BE LIABLE FOR ANY CLAIM
BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE
OR REASONABLY SHOULD HAVE BEEN DISCOVERED. THE LIMIT IN THIS SECTION 12b.
SHALL NOT APPLY TO EUNA’S DUTY TO INDEMNIFY CITY AS DETAILED IN SECTION 16 OF
THIS AGREEMENT.
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. Intentionally Omitted
14. Information Security. Intentionally Omitted
15. Export of Data.
a. Customer Data. Upon termination, cancellation, expiration, or other conclusion of this Agreement:
(i) EUNA will disable Customer’s and its Authorized Users’ access to the SAAS Offering, including
removal of portal and user interface access to Customer Data.
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(ii) Customer Data will be logically archived and marked as inactive within EUNA’s systems in accordance
with EUNA’s standard data retention practices. Such archival may include the use of logical deletion
mechanisms (including internal flags or similar controls) that prevent Customer access while preserving
system integrity, audit history, and compliance records.
(iii) Except as expressly required by applicable Law or as otherwise agreed in writing by the Parties, EUNA
shall have no obligation to immediately destroy, erase, or physically delete Customer Data from production
systems, archival systems, or backup media upon termination.
(iv) If Customer submits a written request for deletion of Customer Data following termination, EUNA will
review such request and, to the extent commercially reasonable and not inconsistent with applicable Law,
regulatory requirements, litigation hold obligations, contractual commitments, or legitimate business record
retention practices, delete or anonymize such Customer Data within a reasonable timeframe. Any non-
standard deletion efforts may be subject to a mutually agreed Statement of Work and applicable Fees.
(v) Customer acknowledges that EUNA maintains long-term archival and disaster recovery backups in the
ordinary course of business. Customer Data contained in such backups may not be immediately removed
and may remain until overwritten in the ordinary rotation cycle. EUNA will not restore or access such
backups for the purpose of providing Customer access following termination, except as required by Law.
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.
is the parent company to multiple other SaaS companies under the Euna brand, including Euna Solutions,
Inc. in the U.S. (such subsidiaries, “Affiliates”). These Affiliates sell purpose-built products and services
for the public sector (“Affiliate Products”). As of the Effective Date, Affiliates include Euna Solutions
Inc., CityBase Inc., and Streamlink Software Inc. dba Amplifund. 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. Intentionally Omitted
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18. Notices. Intentionally Omitted
19. Severability. Intentionally Omitted
20. Amendments. Intentionally Omitted
21. Waiver. Intentionally Omitted
22. Assignment. Intentionally Omitted
23. Successors and Assigns. Intentionally Omitted
24. Relationship of the Parties. Intentionally Omitted
25. No Third-Party Beneficiaries. Intentionally Omitted
26. Choice of Law. Intentionally Omitted
27. Choice of Forum. Intentionally Omitted
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. Intentionally Omitted
30. Counterparts. Intentionally Omitted
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. Intentionally Omitted
33. Government Use. Intentionally Omitted
34. Cooperative Statement. Intentionally Omitted
Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63