Bell Gardens City Council
December 8, 2025

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
I. In accordance with Sec. 2-971 Conflict of interest (Ord. No. 4107, § 1, 9-8-2008; Ord. No. 4145, § 1, 7-11-2011):
1) No officer or employee of the City of Pomona may contract with any person related to any officer or employee of the City by blood or marriage for materials, supplies, services and equipment unless the purchase is by competitive bid and the person so related submits the lowest responsible bid therein. No officer or principal of the supplier, nor any subcontractor may be employed or have been employed, either full or part time, by the City of Pomona either currently or within the last two years. An exception to this section may be granted by approval of the City Council. All successful construction or service bidders must sign and adhere to the City's statement of non -collusion
2) Any unauthorized contact by the bidder during the bid or proposal process with an official or city employee, other than those shown on the RFP or bid, the Finance Director, or Purchasing Manager, shall cause the bidder to be immediately disqualified from consideration of award.
3) City employees and officials shall be prohibited from engaging in and/or awarding procurements when:
a. Having a financial or personal beneficial interest (directly or indirectly) in any contract or purchase order for materials, supplies, equipment, services, or projects furnished to the City. b. Using information available to officials and employees, solely because of their City position, for personal profit, gain or advantage. c. Directly or indirectly furnishing or withholding services or information not available to all prospective bidders, or who may reasonably be expected to bid on, a contract with the City. d. Using a position or status in the City to solicit (directly or indirectly) business of any kind; or to purchase products at special discounts or upon special concessions for personal private use from any person or Consultant who sells or solicits sales to the City. e. Serving the interest of any organization which transacts or attempts to transact business with the City for profit when such employee holds a City position of review or control over such business transactions.

I certify, under penalty of perjury under the laws of the State of California, that the foregoing is true and correct and that this certification was executed on at
California. (Date) (Location)
Business: By:

Address: (Signature)
(Print Name & Title)
26

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

13. CITY OF POMONA AGREEMENT FOR INDEMNIFICATION BY CONTRACTOR AND

ACCEPTANCE AND ACKNOWLEDGMENT OF PROCUREMENT PRACTICES OF

THE CITY OF POMONA
The City of Pomona requires contractors and suppliers of services to the City to agree to indemnify and hold the City of Pomona harmless for claims or losses arising from, or in connection with, the contracting party's work for the City of Pomona before a Purchase Order is issued.

To reduce the possibility of misunderstanding between contracting parties and the City in case of a claim or lawsuit, the City of Pomona is requiring that contacting parties who perform services for the City sign this letter. This letter will act as and become a part of each Contract/Purchase Order between the City of Pomona and the contracting parties signing the letter for the duration of the contract term and any extensions thereto.

In consideration of the opportunity of doing work for the City of Pomona and benefits to be received thereby, the contracting party to this agreement agrees as follows:

1. That where a contract, purchase order or confirming order is issued by the City of Pomona awarding a contract, this Letter Agreement is to be considered part of that contract.

2. Contractor agrees to indemnify the City of Pomona, and any officer, employee or agent, and hold the City of Pomona, and any officer, employee or agent, thereof harmless from any and all claims, liabilities, obligations and causes of action, of whatsoever kind or nature, for injury to, or death of, any person (including officers, employees and agents of the City of Pomona), and for injury or damage to or destruction of property (including property of the City of Pomona), resulting from any and all actions or omissions of contractor or contractor's employees, agents or invitees, or any subcontractor of contractor or any of such subcontractor's employees, agents or invitees.

3. That the contracting party specifically waives the benefits and protection of Labor Code Section 3864 which provides: "If an action, as provided in this chapter, is prosecuted by the employee, the employer, or both jointly against the third person results in judgment against such third person or settlement by such third person, the employer shall have no liability to reimburse or hold such third person harmless on such judgment or settlement in the absence of a written agreement so to be executed prior to the injury." This waiver will apply to the contracting party to this letter to any contracts awarded by the City of Pomona during the term of this Agreement and any extensions thereto.

4. That this Agreement has been signed by an authorized representative of the contracting party, and such representative has the authority to bind the contractor to all terms and conditions of this Agreement.

5. That this Agreement shall be binding upon the successors and assignees of the contracting party to any contract with the City of Pomona. As a condition precedent to acceptance, any contacts from the City of Pomona and contracting party agree to advise its successors or assignees of this Agreement and to obtain their consent to it in writing before the work of the representative successor or assignees begins. Such assignment shall not be effective without the prior written consent of the City of Pomona.

6. To promptly notify the City of Pomona of any change in ownership of the contracting party while this Agreement is in force.

This letter Agreement cannot be modified or changed without the express written consent of the City of Attorney of the City of Pomona.

I agree to the terms of this Letter Agreement on behalf of:

Business: By:
(Signature)
27

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
Address:
(Print Name & Title)
Date:
28

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

14. EXCEPTIONS TO RFP AND GENERAL CONTRACT TERMS

CONTRACTOR/VENDOR NAME

ADDRESS
TELEPHONE# ( ) FAX # ( )
EMAIL:

I have reviewed the RFP and General Contract Terms in their entirety and have the following exceptions: (Please identify and list your exceptions by indicating RFP, the Section or Paragraph number, and Page number, as applicable. Be specific about your objections to content, language, or omissions. Add as many pages as required.)
Name of Authorized Representative
Signature of Authorized Representative
Date
29

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

15. EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor's authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Pomona funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Pomona with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.

The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California.

Signature:

Printed Name:

Title:

Firm Name:

Date:
30

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

16. DESIGNATION OF SUBCONTRACTORS
The subcontractor listed below will perform work or labor or render service to the contractor in or about the construction of the work or improvement, or are subcontractors licensed by the State of California who will, under subcontract to the contractor, specially fabricate and install a portion of the work or improvement according to detailed drawings contained in the Contract Documents, in an amount in excess of one-half of one percent (1/2 of 1%) of the contractor's total bid. Notwithstanding the foregoing, if the work involves the construction of streets and highways, then the Bidder shall list each subcontractor who will perform work or labor or render service to the Bidder in or about the work in an amount in excess of one-half of one percent (0.5%) of the Bidder's Total Bid Price or $10,000, whichever is greater. No additional time shall be granted to provide the below requested information.

In compliance with the Subletting and Subcontracting Fair Practices Act Chapter 4 (commencing at Section 4100), Part 1, Division 2 of the California Public Contract Code, the Bidder shall set forth below:
a) The work to be done by the subcontractor;
b) The name and the location of the place of business;
c) The California contractor license number;
d) The DIR public works contractor registration number; and e) The portion of the work which will be done by each subcontractor.

If a Bidder fails to specify a subcontractor or if a Bidder specifies more than one subcontractor for the same portion of work, then the Bidder shall be deemed to have agreed that it is fully qualified to perform that portion of work and that it shall perform that portion itself.

Work to be done
by Subcontractor
Name of
Subcontractor
Business
Address
CSLB
Contractor
License No.

DIR
Registration
Number
°/0 of
Work
(Attach additional sheets if necessary)
Name of Bidder
Signature
Name and Title
Dated
31

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

17.VENDOR QUESTIONNAIRE
Company Background Form
The System Integrator prime/lead, the software vendor partner and any sub -contractors should all complete this form for their company.

Prime System Integrator Name
Software Brand Name Proposed
Software Version Proposed (please
note years in production)
Are you the prime contractor?
Yes ❑
No ❑
Are you using third party vendors?
Yes ❑
No ❑
If you are partnering with third
party vendors, please list the
products, version proposed, and
scope area that will be met

1. What are the top three differentiators of your company and its proposed solution?

2. What strategic alliance have you made to further strengthen your product and services?

3. What is your marketplace focus?
❑ Small/Local Governments
❑ Large Government
❑ Other (specify):

4. What is your preferred customer size (quantified in terms of budget, customers, population, etc.)?

5. How many years have you been selling your solution to the public sector?

6. How many fully operational customer installations of the version proposed in this RFP, currently in production, has the Vendor completed?
California
Nationally
32

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
Cities
Other public sector
Other non-public sector
Overall

7. How many fully operational customer installations, in total, has the Vendor completed? California
Nationally
Cities
Other public sector
Other non-public sector
Overall

8. The City is considering eventually replacing Loan Ledger software. While it is not in scope for this project, please include if you have any loan origination and servicing capabilities or if you partner with any vendors who do. No costs or additional information needs to be included about this and vendors will not be penalized for not responding to this question. The City is simply exploring and curious what options may be out there for future exploration.

Project Management Approach Form

1. What is the total proposed duration of the implementation?

2. Briefly describe your project management approach including how the project is staffed, communication between the City and vendor project teams, and projected timing for major phases. Include discussion of use of big-bang or phased roll -outs and how that impacts your approach. How do you decide on the phasing/roll-out schedule?

3. Describe key differentiators of your implementation approach considering how your approach implements a solution on -time, within budget, and fulfills the needs of the City.

4. Describe the phases of your implementation approach (e.g. design, configuration, testing, deployment, etc.). Include estimated durations of each phase and control points that must be met before progressing to the next phase.
33

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

5. Describe your testing approach. Include discussion of vendor vs City responsibility for testing, use of any automated tools, and if the approach includes running the legacy system in parallel.

6. What percentage of the Project Manager's time will be devoted to the project?

7. What percentage of the Project Manager's time will be spent on site? Interface Development Form

1. Describe the extent to which the various modules/areas of your proposed solution are natively integrated, versus those that will require integrations (E.g. payroll to GL connection, budget to GL connection, etc.).

2. Describe the data exchange standards (e.g. XML, Web Services, or EDI) that are supported and provided by your product).

3. Describe your approach to developing interfaces. Include methods (e.g. API, file transfer, etc.) and how you determine which method will be used. Additional detail about specific interfaces requested should be addressed in the cost file.

4. What must the City do to maintain interfaces after go -live? Include considerations for testing and maintaining interfaces as new releases are applied to the City's environments.

Data Conversion/Migration

1. We have provided an initial list of required conversions in the cost file, so please describe your general approach towards data conversion and how you would work with City of Pomona to conclude on the data structure for the new system including what should be converted, based on industry standards and best practices. 34

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

2. Please describe your organization's recommended approach toward data retention in the proposed solution. Describe the system's ability to enforce data retention policies. For example, can data be purged after a specified number of years?

3. Describe your approach and any tools offered for archiving historical data. Can data be migrated from the legacy system to an archival tool instead of migrating it as individual transaction records?

4. Describe your approach to completing the extract transform and load process for legacy data. Include what activities the City will be responsible for and discuss any tools or automation to assist with these activities.

5. Describe how the City will be able to extract any and all of their data from the system at any time. Explain what kind of support the vendor could provide and if a data dictionary would be available should the City ever be interested in establishing a data warehouse using the ERP's data.

Report Development Form

1. What query tool, report writer, and business intelligence tools are embedded in the proposed solution? Describe how the City can use these tools to obtain the information they need, including end -users without report -writing capabilities (e.g. coding SQL).

2. Describe your process for determining the scope of what reports must be developed (not out -of -the -box) and what effort it will take to develop and test them. 35

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

3. It is expected that the system will provide the ability for end -user querying and reporting to be performed without impacting the performance of the transactional system. Does your proposal meet this expectation?
Training Form

1. Describe your general training approach. How has this approach been refined based on client experience?

2. What is your recommended approach to training (End -user, train the trainer, hybrid approach), for the City of Pomona, and why? The City would prefer end -user training but would like to review all available training options and their associated costs. Costs for the proposed option should be included in the cost file.

3. Will the vendor provide an option for developing customized training documentation? If so, please include this pricing in the optional cost section of the cost file.

4. What documentation will the City need to develop during the project?

5. Describe the opportunities for ongoing training.

6. Describe software vendor or system integrator supported peer groups or organizations that provide conferences and learning & knowledge share opportunities. 36

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
Staffing Plan Form

1. Describe the type and amount of implementation support provided to the project (number of personnel, level of personnel, time commitment, etc.). If the Vendor is using a subcontractor, please provide details of the specific roles subcontractors will be used for.

2. Provide the expected level of effort required from the vendor compared to the City during system implementation. (e.g., 50/50)

3. Explain your delivery approach including work that will be done onsite or remotely.

4. How many concurrent projects are your staff typically assigned to at one time?

5. Will you allow the City to review and approve vendor staff assigned to the implementation? This may include requesting staff resumes or conducting interviews with proposed staff to verify experience.

6. Will you allow the City to request removal of staff from project due to performance? Describe the process for removing/replacing staff on the project.

Organizational Change Management Approach Form

1. Please describe your approach for managing change during the implementation. Include division of responsibility between City of Pomona and Vendor staff.

2. Describe any industry standard methodologies you follow for change management. 37

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
Operational Redesign Approach Form

1. Please describe your approach for operational redesign including a discussion on the optimal time in which to conduct a redesign of processes to take advantage of your system's functionality.

2. Describe your organization's capabilities to assist in a redesign of the chart of accounts to best leverage the capabilities of the system in order to meet the City of Pomona's overall financial tracking and reporting objectives.

Client Reference Form
The City of Pomona requests 3 similar clients in size and scope to City of Pomona. Please include references in California, if possible. Please list the clients in the three tables below and following the reference charts, please provide a list of all projects in California over the previous 3 years.

Reference #1
Vendor name:

Customer name:

Available for a site visit?
Customer contact:

Customer phone number:
( )
Customer E-mail address
The system that the solution replaced
Describe the nature of the project and the services provided to this client:

Configuration of solution implemented (hardware, software):
38

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
Reference #2
Vendor name:

Customer name:

Available for a site visit?
Customer contact:

Customer phone number:
( )
Customer E-mail address
The system that the solution replaced
Describe the nature of the project and the services provided to this client:

Configuration of solution implemented (hardware, software):

Reference #3
Vendor name:

Customer name:

Available for a site visit?
Customer contact:

Customer phone number:
(
)
Customer E-mail address
The system that the solution replaced
Describe the nature of the project and the services provided to this client:
39

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
Configuration of solution implemented (hardware, software):

Previous California Project — Last 3 Years
Client
Scope
Start Date
End Date
40

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
End of Required Forms
41

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
EXHIBIT "A"

SAMPLE AGREEMENT FOR CONTRACTOR SERVICES
THIS AGREEMENT ("AGREEMENT") is entered into on , 2024 ("Effective Date") by and between the CITY OF POMONA ("the CITY") and xxxxxxxxx, a xxxxx corporation ("CONSULTANT"), with its primary business location at xxxxxxxxx, Suite xx, xx xxxxx. The CITY and CONSULTANT may be individually referred to herein as the Party and collectively as the Parties.

RECITALS
WHEREAS, the CITY desires to engage CONSULTANT to provide xxxxxxxxxxxx services for the xxxxxxxxxxxxxx (the "Project");
WHEREAS, CONSULTANT is willing to perform the services defined herein for the Project; and
WHEREAS, CONSULTANT represents that the principal representative stated below is authorized to act as such on behalf of CONSULTANT.

NOW, THEREFORE, the Parties agree as follows:

1. TERM. This AGREEMENT is entered into on the effective date and shall continue until completion of the Project, or xxxxx, 20xx, whichever occurs first. An amendment to extend the term of this AGREEMENT shall require a written amendment fully executed by the Parties at least 30 days prior the date the AGREEMENT expires.

2. REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICE. The representatives of the Parties who are primarily responsible for the administration and performance of the AGREEMENT. and to whom formal notice, demands and communications must be given, are as follows:

A. The principal representative of the CITY is:

Director's Name
City of Pomona
xxxxxxxxxx Department
505 South Garey Avenue
Pomona, CA 91766
(909) 620-xxxx
B. The principal representative of the CONSULTANT is:

Name, Title
Company Name
Street Address
City, State, Zip Code
Phone number
C. Formal notices, demands and communications to be given hereunder by either party must be made in writing and effected by personal delivery or by mail.

Formal notices and demands sent by E-mail or facsimile are not valid. 42

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
D. If the name of the principal representative designated to receive the notices, demands or communications, or the address of such person, is changed, written notice shall be given within five calendar days of said change.

3. RETENTION. The CITY retains CONSULTANT to provide xxxxxxxxxxxxxxxxxx services in accordance with this AGREEMENT. CONSULTANT agrees to render such services on the terms and conditions stated herein.

4. SCOPE OF SERVICES. The scope of services to be provided is set forth in the attached Scope of Services, which is made Exhibit "A`° to this AGREEMENT.

5. COMPENSATION. The CITY agrees to pay CONSULTANT for the services set forth in the aforementioned Scope of Services,
A. CONSULTANT agrees that the fees for services may not exceed the authorized amount of $xxxxxxxxxxxxx, as set forth in Exhibit "B," attached hereto, unless the CITY has given specific advance approval in writing.

B. Within 30 days of receipt of invoices, the CITY will pay undisputed invoice balances. Within 30 days of receipt of invoices the CITY will notify CONSULTANT of any disputed amount.

C. Withholding Compensation.

1. After the CITY gives CONSULTANT a notice of a performance deficiency, including a time for correcting deficient performance, the CITY may, it its sole option, withhold compensation for nonperformance when CONTRACTOR fails to correct performance deficiencies.

2. Ongoing or recurring deficiencies are considered separate non-performance events each time CONSULTANT fails to correct deficiencies, after which each day is an additional occurrence subject to withholding of compensation.

6. INDEPENDENT CONT CTOR.

A. CONSULTANT is an independent contractor. As such, CONSULTANT has no power or authority to incur any debt, obligation or liability on behalf of the CITY, unless such authority is expressly conferred under this AGREEMENT. Further, CONSULTANT is not entitled to any benefit typically associated with an employee such as medical, sick leave, retirement, or vacation benefit, CONSULTANT expressly waives any claim to any such right.

B. The personnel performing services under this AGREEMENT on behalf of CONSULTANT will, at all -times be under CONSULTANT's exclusive direction and control.

Neither the CITY, nor any of its employees, have any control over the manner, mode, or means by which CONSULTANT, its agents, or its employees, perform the services required herein, except as otherwise stated in this AGREEMENT. The CITY has no voice in the selection, discharge, supervision or control of CONSULTANT's employees, representatives, or agents, or in fixing their number, compensation, or hours of service.

C. CONSULTANT will perform services under this AGREEMENT as an independent contractor and will, at all times, remain a wholly independent contractor. The CITY does not, in any way or for any purpose, become, nor may it be deemed a partner of CONSULTANT in the latter's business or otherwise a joint venture or member of any joint enterprise with CONSULTANT.
43

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

6. ECONOMIC INTEREST STATEMENT. CONSULTANT hereby acknowledges that, in accordance with Government Code Section 87300 and the Conflict of Interest Code adopted by the CITY hereunder, CONSULTANT is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work, The extent of CONSULTANT's disclosure requirements is set forth in the Written Determination of the City Manager of the CITY, attached hereto as Exhibit "C."

7. PERS INDEMNITY.

A. In the event CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the CITY, CONSULTANT will indemnify, defend , and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

B. Notwithstanding any other agency, state or federal policy, rule, regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors providing service under this Agreement do not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation , benefit, or any incident of employment by the CITY, including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by the CITY for employer contribution or employee contributions for PERS benefits,
C. CONSULTANT is solely responsible for compliance with PERS restrictions applicable to any of CONSULTANT's employees, agents, or subcontractors,

8. INDEMNITY AND INSURANCE.

A. INDEMNITY, CONSULTANT hereby agrees to protect, indemnify and hold the CITY OF POMONA including its elected or appointed officials, directors, employees, employees and volunteers AND LOS ANGELES COUNTY free and harmless from any and all losses, claims, liens, demands and causes of action of every kind and character including, but not limited to, the amounts of judgment, interests, court costs, legal fees, expert costs, expert fees and all other expenses incurred by the CITY to the maximum extent allowed by law arising in favor of any party, including claims, liens, debts, personal injuries including employees of the CITY, death or damages injuries, including employees of the CITY, death or damages to property (including property of the CITY) and without limitation by enumeration, all other claims or demands of every character occurring or arising directly out of or as a consequence of the performance of the work performed hereunder, except only such injury to persons or damage to property due or claimed to be due to the sole negligence of the CITY, This provision is not intended to create any cause of action in favor of any third party against CONSULTANT or the CITY or to enlarge in any way the CONSULTANT's liability but is intended solely to provide for indemnification of the CITY for liability for damages or injuries to third persons or property arising from CONSULTANT's negligent performance hereunder.

B. INSURANCE. CONSULTANT will procure and maintain at all times during the term of this AGREEMENT insurance as set forth in Exhibit "D" attached hereto.

9. PREVAILING WAGE LAW. CONSULTANT is aware of the requirements of 44

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
California Labor Code Section 1720, et seq. and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing -wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, CONSULTANT agrees to fully comply with such Prevailing Wage Laws. Moreover, as required by Labor Code 1860, CONSULTANT shall secure the payment of compensation to CONSULTANT's employees in accordance with the provisions of Labor Code Section 3700. CONSULTANT shall obtain a copy of the prevailing rates of per diem wages at the commencement of the Agreement from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov/dIsr/ .

CONSULTANT shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at CONSULTANT's principal place of business and at the project site. CONSULTANT shall defend, indemnify and hold the CITY, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

REGISTRATION. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then under Labor Sections 1725.5 and 1771.1, the CONSULTANT and all sub consultants must be registered with the Department of Industrial Relations, CONSULTANT shall maintain registration for the duration of the project and require the same of any sub consultants, and this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be CONSULTANT's sole responsibility to comply with all applicable registration and labor compliance requirements. Notwithstanding the foregoing, the registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.1 and 1771.1.

10. OWNERSHIP OF WORK PRODUCT. All reports, documents, or other written material developed by CONSULTANT in the performance of this AGREEMENT are and remain the property of the CITY without restriction or limitation on their use or dissemination by the CITY. Such material may not be the subject of a copyright application by CONSULTANT. Any re -use by CITY of any such materials on any project other than the project for which they were prepared is at the sole risk of CITY unless CITY compensates CONSULTANT for such use.

11. CONFIDENTIALITY Employees of CONSULTANT, in the course of their duties, might have access to financial, accounting, statistical, and personnel data of private individuals and employees of the CITY. CONSULTANT covenants that all data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this AGREEMENT are deemed confidential and shall not be disclosed by CONSULTANT without written authorization by the CITY, The CITY shall grant such authorization if disclosure is required by law. All CITY data shall be returned to the CITY upon the termination of this AGREEMENT.

CONSULTANT's covenant under this Section survives the termination of this AGREEMENT.

12. TERMINATION FOR CONVENIENCE The CITY may terminate this AGREEMENT at any time without cause by giving 30 calendar days written notice to CONSULTANT of such termination and specifying the effective date thereof. If this AGREEMENT is terminated as provided herein, CONSULTANT will be paid only the total amount equal to the service that CONSULTANT has provided, to the CITY's satisfaction, as determined solely by the CITY, as of the termination date. In no event may the amount payable upon termination exceed the total maximum compensation provided for in this AGREEMENT or the value of services provided as of date of termination,

13. TERMINATION FOR CAUSE. If for any reason, CONSULTANT fails to fulfill in a 45

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
timely and proper manner its obligation under this AGREEMENT, or if CONSULTANT violates any of the covenants or stipulations of this AGREEMENT, the CITY then has the right to terminate this AGREEMENT by giving a five -calendar -day written notice to CONSULTANT. The notice must refer to this clause, specify the nature of the alleged default, and specify the effective date of the termination. CONSULTANT will be paid a total amount equal to the service CONSULTANT has provided, to the CITY's satisfaction, as determined solely by the CITY, as of the termination date. In no event may the amount payable upon termination exceed the total maximum compensation provided in this AGREEMENT.

14. ASSIGNMENT AND SUBCONTRACTING. Neither party may assign or subcontract the rights or responsibilities under this AGREEMENT without the express, written consent of the other party, which may be withheld for any reason or for no reason,

15. STANDARD. CONSULTANT agrees that the services to be rendered pursuant to this AGREEMENT shall be performed in accordance with the standards customarily provided by an experienced and competent professional organization rendering the same or similar services. CONSULTANT will re -perform any of said services that are not in conformity with industry standards, as determined solely by the CITY, CONSULTANT will be relieved of its obligation to ire -perform said services if the CITY does not notify CONSULTANT within 180 days after the completion of the non -co
nforming ormong service.

16. RESOLUTION OF DISPUTES.

A. Disputes regarding the interpretation or application of any provisions of this AGREEMENT must, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties.

B. If any action, at law or in equity, is brought to enforce or to interpret any provisions of this AGREEMENT, the prevailing party in such action shall be entitled to recover reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

17. FORCE MAJEURE. The respective duties and obligations of the Parties hereunder are suspended while and so long as performance hereto is prevented or impeded by strikes, disturbances, riots, fire, severe weather, government action, war acts, acts of God, or any other cause similar or dissimilar to the foregoing which are beyond the control of the party from whom the affected performance was due.

18. NON-DISCRIMINATION AND EQUAL EMPLOY MENT OPPORTUNITY. In the performance of this AGREEMENT, CONSULTANT may not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. CONSULTANT will take affirmative action to ensure that subcontractors and applicants are employed without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.

19. SEVERABILITY. If any provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions nevertheless continue in full force and effect without being impaired or invalidated in anyway.

20. GOVERNING LAW. This AGREEMENT is governed by and must be construed in accordance with laws of the State of California. In the event of litigation between the parties, 46

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
venue of state trial courts lies exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court, exclusive venue lies in the Central District of California.

21. COMPLIANCE WITH LAWS.

A. CONSULTANT shall keep informed of, and comply with, State, Federal, and local laws, ordinances, codes, and regulations that in any manner affect the CONSULTANT's performance of this AGREEMENT. CONSULTANT shall at all times comply with such laws, ordinances, codes and regulations.

B. CONSULTANT shall obtain a CITY Business License prior to commencing performance under this AGREEMENT.

C. If CONSULTANT is an out-of-state corporation or LLC, it must be qualified or registered to do business in the State of California pursuant to the California Corporations Code.

D. The CITY, its officers, and employees, shall not be liable at law or in equity occasioned by CONSULTANT's failure to comply with this Section.

22. NON -WAIVER. The CITY's waiver of any breach of any provision of this AGREEMENT shall not be deemed a waiver of any other provision of this AGREEMENT, and shall not be deemed a waiver of any subsequent breach of the same provision or any other provision. The CITY's payment to CONSULTANT shall not constitute a waiver of any breach or default which may then exist on the part of the CONSULTANT. The CITY's payment to CONSULTANT shall not impair or prejudice any right or remedy available to the CITY with regarding to such breach or default.

23. ENTIRE AGREEMENT. This AGREEMENT, together with Exhibits "A," "B," °°C'° and "D" supersede any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this AGREEMENT acknowledges that no representation by any party, which is not embodied herein, nor any other agreement statement or promise not contained in this AGREEMENT shall be valid and binding. Any modification of the AGREEMENT shall be effective only if it is in writing and signed by all Parties, 47

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
IN WITNESS WHEREOF this Agreement is entered into by the Parties hereto on the dates set forth below,

CITY OF POMONA
By:

CONSULTANT
By:

Anita D. Gutierrez, City Manager
Date:

Print:

Its:

Date:

ATTEST
Rosalia Butler, City Clerk
APPROVED AS TO FORM:

By: Deputy City Attorney
Approved by City Council on
48

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
EXHIBIT "B"

SCOPE OF SERVICES
*Will be added by the City after award.
49

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
EXHIBIT "C"

FEE SCHEDULE
*Will be added by the City after award.
50

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
EXHIBIT "D"

WRITTEN DETERMINATION
(Page 1 of 2)
I, Anita D. Gutierrez, City Manager of the City of Pomona ("CITY"), have made the following determination with regard to economic interest disclosure requirements for The CONSULTANT . pursuant to the Conflict of Interest Code adopted by CITY:
[x] CONSULTANT shall disclose its economic interest pursuant to the broadest disclosure category in the Code. (CATEGORY I*) [ x ] CATEGORY I° Business interests and Investments
Date:
[]
[]
CONSULTANT has been hired to perform a range of duties that are limited in scope and thus CONSULTANT is not required to comply with the broadest disclosure category requirements. Based on the Scope of Services set forth in Exhibit °°A," of the Agreement, CONSULTANT need only provide economic interest disclosure under the following categories*:

CATEGORY II: Supply Sources
CATEGORY III: Contractors
CATEGORY IV: Geographic location
*A full explanation of each of these disclosure categories is found on page 2 of this Exhibit.

CONSULTANT is not required to comply with Disclosure
requirements based on the following:
[ ] Duties of CONSULTANT under this AGREEMENT are not
applicable to Conflict of Interest Code
[l Other:

Anita D. Gutierrez, City Manager
51

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51

WRITTEN DETERMINATION
(Page 2 of 2)

DESIGNATED EMPLOYEE CATEGORIES
This category applies to individuals that make, or participate in making, decisions that may have a material effect on their financial interest(s)in
a. businesses in which the individual holds an investment or business position I b. sources of income; or
c. real property.

Individuals subject to this category need not disclose under Category II or Ill. Individuals subject to this category must disclose any of the following financial interests within the City and within two miles of City boundaries:
a. investments in business entities2
b. business positions held;
c. sources of income; and
d. interestsin real property.

II. This category applies to individuals that make, or participate in making, decisions that involve the purchase of services, supplies, materials, machinery or equipment.

Individuals subject to this category must disclose any of the following financial interests in business entities which provide services, supplies, materials, machinery, equiprnent, or technology of the type utilized by the City:
a. investments in business entities;
b. business positions held; and
c. Sources of income.

III. This category applies to individuals that make, or participate in making, decisions that involve contracting for services including, but not limited to. a. professional services;
b. vendor services;
c. consulting services; and
d. Contractor services.
individuals subject to this category must disclose any of the following financial interests ;n business entities which provide contract services, of the type utilized by the City:
a. investments in business entities;
b. business positions held; and
c. Sources of Income.

IV. This category applies, as applicable, to commissioners. Individuals subject to this category must disclose:
a. all investments in, interest in, or income from, real property located within the jurisdiction Of the respective board or commission and five hundred feet contiguous thereto; and b. all investments in, interest in, or income from, any business entity:
i. in which the person holds a business position; and
That is either: A) within the jurisdiction of the respective board or commission and five hundred feet contiguous thereto; or B) conducted business within the jurisdiction of the respective board or commission and five hundred feet contiguous thereto, at any time during the two years prior to the date of filing the Statements of Economic Interest "Business positions, shall include, but not be limited to, a role as a director, officers, partner, trustee, employee, or any management position
`''Business entities. shall include, but not be limited to, sole proprietorships, partnerships, and corporations,
52

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
EXHIBIT "E"

INSURANCE

REQUIREMENTS
CONSULTANT will maintain throughout the duration of the term of the AGREEMENT, Liability Insurance covering CONSULTANT and designating CITY, including its elected or appointed officials, directors, officers, authorized agents, and employees, as additional insureds against claims resulting in injury or damage to persons or property (both real and personal) caused by any aspect of CONSULTANT's work, in amounts no less than the following, and with such deductibles as are ordinary and reasonable in keeping with industry standards. It must be stated, in the Additional Insured Endorsement, that CONSULTANT's insurance policies must be primary with respect to any claims related to or as the result of CONSULTANT's work. Any insurance, pooled coverage, or self- insurance maintained by CITY, its elected or appointed officials. directors, officers, authorized agents, and employees must be non-contributory. The Additional Insured Endorsement does not apply to the Professional Liability or Workers' Compensation Insurance requirement.

Professional Liability Insurance:
a, General Aggregate
$2,000,000 per claim and in the aggregate
General Liability:
a.
d.
e.

General Aggregate
Products Comp/Op Aggregate
Personal & Advertising Injury
Each Occurrence
Fire Damage (any one fire)
Medical Expense (any one person)
Workers' Compensation:
a. Workers' Compensation
b. EL Each Accident
c, EL Disease - Policy Limit
d. EL Disease - Each Employee
$2,000,000
$2,000,000
$1,000,000
$1,000,000
$50,000
$5,000
Statutory Limits
$1,000,000
$1,000,000
$1,000,000
Automobile Liability
a. Any vehicle, combined single limit $1,000,000
CONSULTANT will provide thirty (30) days advance notice to CITY in the event of cancellation of any coverage. Certificates of insurance and additional insured endorsements must be furnished to CITY thirty (30) days prior to the effective date of this Agreement. Refusal to submit such certificates constitutes a material breach of this Agreement entitling CITY to any and all remedies at law or in equity, including termination of this Agreement. If proof of insurance required under this Agreement is not delivered as required or if such insurance is canceled and not adequately replaced, CITY has the right but not the duty to obtain replacement insurance and to charge the CONSULTANT for any premium due for such coverage. CITY has the option to deduct any such premium from the sums due to the CONSULTANT.

Insurance is to be placed with insurers authorized and admitted to write insurance in California and with a current A.M. Best's rating of A-: VII or better. Acceptance of insurance from a carrier with a rating lower than A-: VII is subject to approval by City's Risk Manager. CONSULTANT shall immediately advise the CITY of any litigation that may affect these insurance policies. 53

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
EXHIBIT "F"

CURRENT APPLICATION

ENVIRONMENT
The following section outlines the current application environment at the City, including the future plan for each application currentl utilized.
1111111!! , LegetFt C°
R
Replace
The City intends to replace this application with the selected solution.

C
Consider
The City will consider replacing this application with the selected solution, based on the strength of the finalist proposer offering and the cost/benefit of the replacement module.

M
Maintain
The City intends to retain the application, not replace it through this effort.

Interface
The City intends to keep the application and interface/integrate it with the selected solution.

11.,• +4 f% A unDioll4alot
Cogrent
Access Online
Used to review and approve all P -card transactions, includes all City -issued purchase cards.
olo
ACl/SpeedPay
System/payment processor used for credit card payments C made at the counter or online. Two reports generated daily.

Adobe
Convert documents to PDFs
M
BI Publisher -
Performance Tracking
Use the HR/Payroll system to track performance dates
R
CentralSquare
Billing for false alarms used by PD
C
CIS -Infinity
System used for water accounts billing/payments, run four daily reports.

Citizens' Business Bank Bank and lockbox used for CIS -Infinity.

M
Crystal Reports
Application used to create custom reports from a variety of R data sources
DropBox
Public works utilizes this to share large files
M
E n e rgov
Online portal for payment of permits (Tyler Technologies) and utilized to see if a vendor has an active business license.

Epersonality
Payroll system.

R
54

City of Pomona — Request for Proposal
ERP System Selection, RFP No: 2024-51
Fleet Management
System (FASTER)
Fleet services asset management used to track all vehicles, equipment and parts. Run budgetary reports on equipment and parts.

FLOWBIRD
System used for parking meters. Can generate current
balance report and specific info for when a meter was
collected.

FMS
Financial system that includes AP, AR, Purchasing, etc.

R
Fuel Management
System (EKOS)
Track and allocate all fuel use.

M
Google Suite
Sheets, Docs, etc.

M
Govinvest
Labor Costing Software
Granicus/Legistar
Public records request portal where staff research, upload staff reports, resolutions, etc.

M
HAPPY (MRI Software)
HAPPY generates the payments to go out for the check run, Finance Staff translates it into FMS to generate the checks and direct deposit.

HDL
Processing business license renewals, application and
payments.

IA Pro
Tracking of complaints.

M
LINK2GOV
System used for online business license payments.

M
Loan Ledger
System used to track and record various loans the City has with residents and businesses in Pomona. Not currently
integrated with FMS.

C
Microsoft Excel
Spreadsheets for tracking timekeeping, budgeting, etc.

M
Microsoft loop
Tracking of purchasing sole source memos.

M
Microsoft Office
Excel (vacancy report, retiree life policy, timesheets, etc), PowerBl, Outlook, One Note, Share Point, One Drive
M
NEOGOV Insight
NEOGOV is used to prepare Personnel Action Forms (PAs) for new hires and promotions. Prints PA's and send to payroll for processing whereas some system can have integrated PAs
NetFile
Campaign filings and ethics training for City Clerk
M
Network Drive
Used for storage of HR's personnel action forms to be
processed.

R
Planet Bids
Used to post bids and track contracts.

C
PomonaGO
Service request application for constituents
M
Revenue
Internal system used to process all payments that are not for business license or EGov. Used by library and police
department as well. Receive daily reports.

R
SharePoint
Public works utilizes this to share large files
M
TR (Treasurer's Receipt)
An internal system used to process checks.

R
55

October 3'd, 2024
Prepared by:

Kyle Garvella
Account Executive
kyle.garvellaAworkday.com

workd©y.
ble of Cntents
City of Pomona I ERP System Selection REP No. 2024 -tit

1. COVER LETTER 1

2. EXECUTIVE SUMMARY 3

3. COMPANY OVERVIEW 10

4. APPLICATION SOFTWARE 11

5. IMPLEMENTATION 18

6. ON -GOING SUPPORT 22

7. CHANGE MANAGEMENT APPROACH 24
APPENDIX A - TERMS AND CONDITIONS 26
Workday's Contractual Approach 26
Forward -Looking Statements 27
Exceptions, Assumptions, and Conditions 27
O2024 Workday. Inc. October 3, 2024

Proposal Response
,l4,2024 Workday. Inc. July 24 2024

workdoy.

Cover Letter
Please include a cover letter
October 3, 2024
Ed Segura
City of Pomona
505 South Garey Avenue
Pomona, CA 91766
Dear Ed,
City of Pomona I ERP System Selection R€=1P No. 2024 -
On behalf of all of us here at Workday, we are very appreciative of the opportunity with which your organization has provided to respond to your Request for Proposals (ERP System Selection No. 2024-51).

While we expect the City may receive a number of RFP Proposals for your ERP Modernization Project Initiative, as it relates to Workday, we wanted to initially provide the following overview of what the City will receive. Specifically:
• This RFP Response is directly from Workday. We have utilized our strategic, Workday LAUNCH Prime Model which will provide the City with a completely direct relationship and partnership with Workday, throughout the entire proposed Workday ERP Solution lifecycle. • Workday has developed this direct engagement model for our Government Clients which are similar in size and organizational structure to your City to materially shorten the time to realize the value of using the Proposed Workday ERP Solution, as well as utilize Workday's significant knowledge and experience in implementing, deploying, and supporting the Workday ERP Solution within the US Public Sector market.
• Our Workday Government Clients who have utilized this LAUNCH Prime Model realize the following key benefits:
• Shorter Time to Contract
• Simplified Contracting and Contract Management
• A long-term, direct relationship with Workday from an ERP Technology, Implementation, and On -going Support and Sustaining journey perspective.
• A hands-on, full service Implementation approach, understanding and adapting to limited US City and County Government resources to undertake a project of this nature. • The City may also receive RFP Responses from one o more of our qualified Workday System Integrator (SI) 3rd Party Partners. These Workday SI 3rd Party Partners are quality organizations who play a key role for those Government Clients who desire a separate Implementation relationship and experience for their Workday ERP Solution Implementation journey. • It is Workday's primary objective (in offering these two options for the City to evaluate and consider) to allow the City the ability to choose the appropriate option which meets all of the City's objectives and goals for your upcoming ERP Modernization Project Initiatives. Workday is absolutely committed to supporting whichever model the City chooses to ensure the maximum amount of risk mitigation, maximum value, and most cost-effective Total Cost of Ownership possible.

The primary goal of our Workday RFP response and execution model for the City is to provide the City with compelling interest and justification to allow us to in -person present our Team, our Proposed Solution and our Proposed Value & Differentiation to the City for further evaluation and to better understand how Workday is ©202.4 Workday. Inn. 1 October 3. 2524.

workdoy.

City of Pomona I CRP System Selection RFP No. 2024 -
the right choice for the City as its go -forward, long-term Partner on the upcoming City's ERP Modernization journey.

In summary, we look forward to the City's review and evaluation of this submitted Workday RFP Response.

Should you have any immediate questions or need any additional information, please do not hesitate to contact me.

My Workday/City of Pomona RFP and Engagement team look forward to hearing back from you in your prescribed October -2024 timeframe (or sooner) as to next steps together in your RFP evaluation and selection process.

Sincerely,
Kyle Garvella
Account Executive
Workday, Inc.
,.'.5.)2.0 2.4 Workday. Inn. October 3. 2024

workdoy.

City of Pomona I ERP System Selection R€=P No. 2024-
Execut've Summary
Please include a brief executive summary focusing on key differerttiators and selling point of your system and services.

Introduction
Incorporated in 1888, the City of Pomona has a rich past and exciting future. From family fairs to fresh food around every corner, to a vibrant music scene, Pomona is home to artists, students and scholars, business and industry. Most importantly, Pomona is dedicated to improving the quality of life for their diverse community.

Improving experiences for both constituents and city employees means quickly developing secure, modern services. With this change, the City will transform into a more agile, responsive organization - one focused on the future. The City cites several primary needs:

To modernize their ERP system to meet current and future functional needs To urgently proceed with this initiative before the American Rescue Plan (ARP) funding deadline (December 30, 2024).

Our Vision for The City of Pomona
In support of the City's strategic direction, our vision for the City with Workday is one of progress, transparency, and sustainability. By leveraging modern technology, fostering collaboration, and prioritizing the needs of its constituents, the City can position itself as a beautiful and thriving community that sets the standard for excellence in local governance.

Better Serve your Community in a Changing World
Today, the City of Pomona has diverse data in multiple systems across HR and finance departments, in rigid and expensive legacy systems. The City needs a system that protects data while allowing for data sharing, analysis, and process automation specific to their government context, enabling faster decision -making and a better employee experience.

Workday gives local governments like the City of Pomona a flexible foundation to meet these challenges so you can focus on serving the members of your community.

Core ERP
OphW5ed ERP svppiy chain
toolsfor added abide., end
e2duced waste management
Future proofing or salahYltiy
andte..agy adaptability
entity and nadng for
Moraved employes bbpeience
ntem-aton'dor easier data Mow
and sharing
00,2 024 Workday. Inn.

Finance
latr10
ndai chalieoges mod
dvancemente
ambience with regulations and
�trenmlaned financial reporting
for unified
sell platforms
bi
pital management tooistat
abort and long-term Planning
HR
ployee navigation and
erVNCe
otliteme
plan nt«
and performance insights
Performance management for
madame
Wpk ravai,mtion
More. engagementand
its aatlstacton
compliance with labor laws
Mons
October 3.:0224

workdoy.

City of Pomona j ERP System Selection R€=1P No. 2024 -
Workday: Uniquely Positioned to Help the City Achieve Their Objectives Workday's cloud services offer access to advancements in AI, automation, and data intelligence, which help City employees make better decisions more quickly and enhance experiences in complex workflows and compliance environments. With Workday, the City will enjoy several key benefits:
• Enhanced Operational Efficiency
• Improved Data Management and Access
• Streamlined Operations
• Easy Adoption
• Cost Savings

ENHANCED OPERATIONAL EFFICIENCY
Workday uses configurable business processes and intelligent automation to eliminate manual processes and support compliance, and elevate standardization and accuracy. Additionally, organizations can expect to see up to 90 percent reduction in time to create reports for third -party auditors.

All business processes follow an unbreakable approval chain or orchestrated set of activities or steps, with instant notification of actions at risk of falling outside your configured process. As a single system, Workday provides a clear understanding of the costs and capabilities of your workforce across all geographies, business units, and roles, making it easier to analyze for cost and productivity savings.

Modernize and upgrade systems.

Systems enabling data sharing and
offering automation are essential to
extracting the value strata, deriving
important insights, and empowering
the workforce to make decisions,
legacy systems may need complete
overhauls for stability and to fix manual
and shoed workflows and processes.

The built-in analytics in Workday eliminate the need for external reporting tools and systems to manage your people and finance. All users can access the information they are authorized to see when they need it, improving the overall operational intelligence throughout your organization. Every report is delivered in context to the task at hand and includes drill -downs, where you can take immediate action from the insights produced.

A broad range of reporting options provides unparalleled access to analytics from both Workday and non - Workday sources to support your business more effectively. Wherever you are in Workday, you'll find answers to your current question — and the next, and the one after that — to gain comprehensive insight, determine what might happen next, and support informed decisions.

The Workday user experience is designed to make work effortless leveraging the latest technologies, platform form factors and machine learning. As a result, Workday behaves a lot like the intuitive and intelligent apps we all use every day. Our user experience strategy focuses on making work effortless, simplicity and mobility, and we are committed to providing enterprise solutions that are collaborative and accessible anytime, anywhere, and from any device.

IMPROVED DATA MANAGEMENT AND ACCESS
With Workday, you can guide your organization with insight, consolidate and close with confidence, prepare for what's next, and support compliance across the enterprise. ©2.02.4 Workday. Inc. 4 October 3. 2024

workdoy.
iDly u:r;,, • `12
Workday gives City of Pomona instant access insight from to all corners of your organization with a single source for financial, worker, and operational data to empower decision makers with actionable, in -the - moment, and on -the -go insight. You can easily integrate with third -party systems to bring in high volume operational data and transform it into accounting when necessary, uniting all accounting in one system of record and setting a new standard.

Our object data model combines all transactions and accounting in a single system to deliver continuous accounting, where you can confidently close, report financial results, fulfill regulatory and grant requirements, and streamline period -end close processes, all from the system of record. As results post, they are made available to FP&A to accelerate the plan -to -action cycle. Always -on audit drastically reduces the time you spend gathering audit evidence and verifying processes, so you can proactively ensure that the right controls are in place for new and strategic initiatives.

Proven Track Record in Delivering Value in Financial Management Workday provides a comprehensive c OL.d cInrmd n1 PL,u)emew suite to help you streamline operations and control indirect spend across the source to pay process. With embedded Al and ML providing touchless automation for repetitive, predictable spend processes and tasks that are labor intensive improves accuracy and delivers measurable business impact. Through collaborative and easy -to -use solutions, actionable insights, and increased efficiencies, Workday is uniquely positioned to help procurement and finance teams digitally transform to achieve savings, meet budgetary constraints, and manage rising inflation with ease.

Strategically source and engage with suppliers. Workday makes it easy to collaboratively run sourcing events, streamline supplier selection and contracts, as well as analyze supplier risk and performance to drive better outcomes.

Manage purchasing with ease. Bring efficiency to your indirect procurement process and easily process purchase requisitions, purchase orders, goods receiving, supplier invoices and payment - all in one system.

Optimize your inventory. With end -to -end inventory management, Workday provides the insight and control needed to store inventory, track usage, and replenish items the way you like.

workdoy.

Process expenses faster. Workday provides a user-friendly, enterprise -grade product that empowers users to submit and approve expenses efficiently, while utilizing machine learning to streamline and reduce risk within the expense submission process.

Proven Track Record in Delivering Value in Spend Management

STREAMLINED OPERATIONS
HR leaders are looking to drive and improve productivity and efficiency, as well as ways to reshape, reskill, and engage their workforce to align for organizational success in mission achievement. They must be able to quickly update HR policies, effectively guide talent development, and support and engage an increasingly remote and distributed workforce. Curating the right mix of workers while engaging them with the right tools to maximize productivity and ensure a great experience are all central to success.

Workday provides a streamlined, personalized and engaging experience for every employee with a focus on collaboration and productivity. Starting with where the work gets done, Workday extends into natural workspaces, such as Microsoft Teams and Slack, giving employees instant access to Workday in their natural flow of work. Once inside Workday, they are presented with suggested tasks, assistance, information and insights from both inside and outside of Workday. Intuitively designed for moments that matter, such as career and life changes, and moments in between, such as checking a payslip or entering an expense report, Workday provides a concierge -style experience so people feel guided and supported throughout the process.

And with native knowledge and case management, organizations can get personalized information and support to their people at the moment they need it.

With its streamlined onboarding, robust self-service functionality, and comprehensive talent management capabilities, Workday helps cultivate a culture of career development and opportunity, minimizing turnover and its associated costs. With Workday, organizations have reported up to 90 percent faster onboarding times, and adoption of self-service practices is typically improved 50-90 percent.

Additionally, with skills as the new currency to support new ways of working and to optimize talent at scale the Workday skills intelligence foundation helps organizations enable skills -based talent management to attract, align, grow, upskill/reskill, and reallocate a dynamic and dedicated workforce.

workdoy.

Proven Track Record in Delivering Value in Human Capital Management

EASY ADOPTION
C:iy r.i ,,l, t::-1,z • =Iz
Change is constant. Whether you're experiencing workforce, industry or organizational change, your administrative systems must be agile to keep pace with that change.

The ability to quickly respond by implementing new policies, processes and service delivery models can greatly impact workforce sentiment and your corporate culture.

Workday helps meet your workforce where they are to maintain communication, collaboration and connectivity across your organization by providing a personalized and engaging experience.

With visibility and insight, your organization is empowered with operational and scenario planning to identify and redeploy skills and resources to support new and changing strategies and initiatives. inddr
Plan for significant change
management and training to move
employees to a new system.

About 43% of state and local governments
report that staff resistance to change makes
introducing automation and new work
processes more difficult. Ensure that
staff is supported as improvements are
introduced_ workflows and software
might be known and comfortable,
but that doesn't mean they're
the right choice for the future.

With Workday, your organization will benefit from an agile system of capabilities, single system for data and insights and a personalized and engaging experience to help you embrace growth and change.

You can give security permissions to employees based on their role and document every change made in the system with Workday's always -on audit functionality, improving visibility and minimizing operational and financial risk.

workdoy.

COST SAVINGS
City of Pomona j ERP System Selection R€=1P No. 2024 -
Our customers consistently achieve both strategic and economic value through the optimal use of Workday.

Many organizations have experienced lower total cost of ownership by decommissioning existing systems, increasing IT productivity and eliminating costs associated with hardware, hosting, upgrades, report writing tools and multiple mobile applications.

Administrative departments have shifted from purely transactional to a more strategic focus and are leveraging processes and technology to save money and scale more effectively. Executives and managers are using the rich insight in Workday to drive decision -making.

Workday introduces a new level of value by providing:
• Shorter deployment times: Workday deployments are faster than typical enterprise resource planning (ERP) implementations. On average, our customers have been able to go from core team training to production in months rather than years. This allows our customers to realize the value of a new solution more rapidly than with traditional ERP solutions. • Reduced it maintenance: Workday manages all the necessary underlying infrastructure (hardware, databases, network connectivity, security and middleware) required to deliver a world -class system, so you don't have to. Every aspect is managed within a responsive cloud environment that is uniform across our customer base, delivering tremendous cost savings and operational innovation in the short and long term. This also frees your IT team to focus on more strategic initiatives for the organization. • Enhanced security and compliance: Workday secures data, not fields, so you only have to set up security once to control access to data and business processes across the enterprise. Our unified security model includes user authorization and access, system integration, reporting, mobile device access and IT access. Everyone must log in and be authorized through the Workday security model, and all access and changes are automatically tracked and audited. This unique security model lowers the time and costs associated with governance and compliance and reduces overall security risk. • Greater extensibility: Workday has opened up our platform to customers and a broader ecosystem of partner developers to enable them to build custom extensions and applications leveraging Workday components that enhance the customer value of Workday. Workday Extend, part of the Workday Cloud Platform Portfolio, increases the power and value of your Workday applications by enabling you to extend your Workday applications by building custom apps, adding new capabilities to your business.
▪ Lower integration efforts and costs: Integrations are often an incredibly costly aspect of the enterprise infrastructure and an impediment to change. Because Workday is a single system on a shared platform with a shared data model, intra-application integrations are non-existent. Rather than having to manage discrete data sets from different systems, you'll have applications that work seamlessly together right out of the box. We also provide a proven Integration -as -a -service capability that is provided as a core part of our Workday applications; Workday Integration Cloud. Workday Integration Cloud works with our public web -services APIs and provides a built-in enterprise -class integration cloud platform, integration developer and management tools and pre -built packaged integrations to common third -party applications. And configurations or integrations are durable — meaning they are never broken during release updates.
• Continuous innovation: As your organization grows and changes, Workday keeps innovating and improving to provide you with the most modern tools and experience available. You're never buying or using yesterday's technology to try to meet today's requirements. Weekly updates are delivered to all customers at no additional cost and with minimal downtime. The user community actively suggests and prioritizes enhancements, so business innovation and new processes are quickly spread through the entire Workday customer base.
• Unprecedented collaboration: Having every customer on the same version of Workday applications unlocks an incredibly powerful resource around collaboration. Customers share reports, business process configurations, integrations and more through the Workday Community. Customers often find just what they need and learn new approaches in Community instead of investing time and resources to develop concepts and configurations on their own.
©20 2.4 Workday. Inn. 8 October 3. 2524.

workdoy.

City of Pomona j ERP System Selection PPP No. 2024 -
True partnership: Our experienced Value Management team can work with you to discover, validate, and articulate the strategic and economic value, risk, and change implications of deploying Workday. This includes building a business case for change to seek investment approval, baseline benchmarking during deployment, measuring the actual value realized (typically a year after going live) and helping assess future opportunities across the entire Workday platform.

WORKDAY'S COMMITMENT TO THE CITY'S SUCCESS
Workday is excited to have the opportunity to partner with the City of Pomona and to contribute to your future success. Some of the software industry's most amazing minds are working right here at Workday to ensure we continue to deliver high -value, innovative, and cost-effective solutions.

We believe our success is a direct reflection of our customers' success. Because Workday is delivered as a cloud model, we must earn customer trust (and renewal) every single day. Cloud delivery places the focus on proving ongoing value and keeps Workday delivering the latest functionality to all devices in seamless, painless, twice yearly updates and weekly enhancements.

Workday has a culture that is passionate about people, integrity, and innovation and we are especially passionate about our customers' success. We stand ready to help you achieve your organizational objectives in the shortest amount of time with the greatest possible benefit.
,u<U k Workday. Inn. 9 October 3. 2024

workdoy.

City of Pomona I ERP System Selection R€=1P No. 2024 -
Comp ray Overview
Please provide an overview of your company.

In 2005 software visionaries Dave Duffield and Aneel Bhusri decided to form a startup —one that would sell cloud -based applications for finance and HR. They resolved to build a company that would revolutionize the enterprise software market. The result is Workday.

Today, Workday is a leading provider of enterprise cloud applications for financial management, human capital management, and analytics applications designed for the government agencies, educational institutions, and the world's largest companies. We offer innovative and adaptable technology focused on the consumer Internet experience and cloud delivery model. Our applications are designed for government organizations to manage complex and dynamic operating environments. We provide our customers highly adaptable, accessible, and reliable applications to manage critical business functions that enable them to optimize their financial and human capital resources. Workday began offering our HCM application in 2006 and our Financial Management application in 2007. Since then we have continued to invest in innovation and have consistently introduced new services to our customers. Our cycle of frequent updates has facilitated rapid innovation and the introduction of new applications throughout our history.

Workday continues to earn a leadership position in the market through our innovative and adaptable technology, focus on the consumer Internet experience and cloud delivery model. Further, we believe we are the only company to provide this complete set of unified cloud -based applications to enterprises.

Workday has achieved significant growth and global scale in a relatively short period of time, with a current employee count of more than 19,000 employees. Workday serves more than 7,700 customers globally; including government organizations within California such as the cities of Los Angeles, Rancho Cucamonga, Ontario, Irvine, Santa Maria, San Leandro, Ventura, as well as Sutter County, Butte County, Placer County, San Mateo County, Contra Costa County and more. Our largest deployment to date is to an organization with a global workforce of over 2 million people, and our applications are available in more than 30 languages. a. Include any subcontractors that are part of your proposal Workday does not intend to utilize any subcontractors as part of our proposal. ©2 02.4 Workday. Inc.
10 October ii. 2024

workdoy.

City of Pomona I ERP System Selection PPP No. 2024-

4. Apphiication Software
a. Hosting model
No. Workday delivers our service using a pure multi -tenant SaaS model. Hosting is a legacy model and characteristic of legacy technology vendors moving their on -premise architectures into a subscription model and calling it SaaS.
b. Browser interface
Workday's architecture is designed to reduce dependencies on client maintenance. As such, Workday supports modern browsers such as Mozilla Firefox, Google Chrome, Microsoft Edge, and Opera on any available operating system, and Safari browser on macOS. This allows Workday to deliver a highly innovative consistent HTML5-responsive browser UI across a wide range of desktop environments.

As part of the standard service, Workday provides a single, native mobile application on the following platforms:
• Workday for iOS for iPhone and iPad devices running iOS 16 or later. • Workday for Android app for devices with Android 11.0 or later.

The front-end of the UI is catered towards the consumer internet experience making Workday a simplistic experience for all users with minimal or no product training. c. Key functionality - Include scope that you are able to meet from the scope list

FINANCIALS
• Accounts Payable
• Accounts Receivable
Core
Core
• Bank Reconciliation
Core
• Budgeting
• Cash Management
• Fixed Assets
Core
Core
Core
• General Ledger
Core
• Grant Management
Core
• Project Accounting
• Purchasing

PAYROLL
Core
Core
• Time Entry
• Payroll
Core
Core

HUMAN RESOURCES
• Employee Benefits
Core
4424 k ,Mcnniday. Inc.

October 3.:024

werkdoy.

City of Pomona j ERP System Selection PPP No. 2024-
• Employee Self Service
Core
• Personnel Actions
Core
• Position Control
Core

HUMAN RESOURCES
• Performance Management
Optional
• Learning Management
Optional
• Risk Management
Optional
• Project Management
Core
• Software Installation / Set-up / Environment
Provisioning
Core
• Business Design / Software Configuration
Core
• Data Conversion and Migration
Core
• Business Analytics, Report and Form
Development
Core
• Integration and Interface Development
Core
• Software Modifications (if necessary to
meet requirements)
Workday will not modify its source code to meet
requirements. All requirements will be met by out -of - the -box functionality or through configuration.
• Testing
Core
• Training Services
Core
• Change Management
Core
• Knowledge Transfer to Staff
Core
• Go -Live support (including support to verify
system stability and processes are
functioning properly after go -live)
Core
• System Documentation Development
Core
• Ongoing Support and Maintenance
Services
Core
• Ongoing Cloud Hosting Services
Core
SCOPE OF SERVICES: The following definitions should be considered relative to the scope list below:
- Core (required) - Components of the solution that are required to be fulfilled and proposed by responding Proposers.
- Expanded (optional) - Components of the solution that may be optionally proposed by responding Proposers but are not mandatory to include in the Proposer's response. :u20 k ,'rurkday. Inc.

October 3. 2024
Commented [SS1]: OMBUD - This is a description under
the question.

werkdoy.

FINANCIALS
• Accounts Payable
• Accounts Receivable
• Bank Reconciliation
• Budgeting
• Cash Management
• Fixed Assets
• General Ledger
• Grant Management
• Project Accounting
• Purchasing

PAYROLL
• Payroll

HUMAN RESOURCES
City of Pomona j ERP System Selection PPP No. 2024-
• Time Entry
• Employee Benefits
• Employee Self Service
• Personnel Actions
• Position Control
,u20 k 'rurkday. Inc.

October 3. 2024
Commented [SS2j: OMBUD the answer area for this 1
question should be these tables. Use your best practices if there is a way to use radio buttons for yesino, etc. Thanks!!

workdoy.
• Performance Management
• Learning Manage en
• Risk Management
City of Pomona j ERP System Selection R€=1P No. 2024 -
Required Servicgs
• Project Management
Yes Ncr
• Software Installation / Set-up /
Environment Provisioning
• Business Design / Software
Configuration
• Data Conversion and Migration
• Business Analytics, Report and Form
Development
• Integration and Interface Development
• Software Modifications (if necessary to
meet requirements)
• Testing
• Training Services
• Change Management
• Knowledge Transfer to Staff
• Go -Live support (including support to
verify system stability and processes are
functioning properly after go -live)
• System Documentation Development
• Ongoing Support and Maintenance
Services
• Ongoing Cloud Hosting Services
©2024 Workday. Inc.
14 October ii. 2024

workdoy.
d. Updates and new releases
City of Pomona I ERP System Selection R€=1P No. 2024 -
Workday provides email updates for each cycle and customers can view upcoming maintenance windows, feature updates, and release schedules in Community. At Workday, our goal is to deliver functionality at a rapid pace to provide you with the functionality and enhancements your organization needs.

We deliver product features and services in two ways:
• Weekly Service Updates - which occur within the weekend maintenance window and deliver timely fixes and enhancements that are non-impactful to customers. • Feature Releases - delivered on a 6 -month schedule, which contain a significant number of new features and functionality; these features are delivered "turned off', so you can review them before putting them into production.

Below we provide further insight into what is appropriate for delivery in a Weekly Service Update and in contrast what we will target for a Feature Release.

Weekly Service Update
• Net new features or enhancements to existing functionality • Minor UI modifications (e.g., field spacing, font sizing, etc.) • Architecture and Data Center improvements
• New capabilities
• New Reporting components
• New or updates to existing web services
• Payroll Compliance Updates
• Bug fixes
• All updates are documented in the Weekly Service Update Notes Feature Release
• Net new features
• Enhancements to existing functionality, including UI improvements • New or updates to existing web services
• Bug Fixes
• New Products
• A 5 -week preview window leading up to the Feature Release date is provided to test, plan and build communications for the upcoming release
Within an update cycle, we provide customers early access to the update before it is applied to their production environment, including the customer's data, in a separate environment called a sandbox preview tenant. Besides your Production and Sandbox environments, the Sandbox preview tenants contain a copy of your current production system with the new updates applied so that they can see and test the full -featured release and "turn on" the features applicable to your organizations needs and requirements. Customers may access new update features in their sandbox preview tenant up to five weeks prior an update being delivered into production.

Workday also has standard maintenance windows in which we apply critical patches. These patches are part of our Service Level Agreement (SLA) and scheduled maintenance and patch dates are published on Workday Community. As a cloud service provider, Workday patches and upgrades are included as part of our service.
e. Integration capabilities
Workday was founded with integration as a core design principle because connectivity to your all systems should be simpler than it is today.
©2 02.4 Workday. Inc.

Is October :1.2524

workdoy.

City of Pomona j ERP System Selection R€=1P No. 2024 -
Workday leverages the Workday Integration Cloud, an integration platform with a core Enterprise Service Bus. It is provided with the Workday service as a component of the architecture at no additional cost. This comprehensive integration platform enables customers and partners to build and deploy integrations to the Workday Cloud without the need for on -premise middleware.

Customers can use the Workday Integration Cloud for building, deploying, and managing integrations to and from Workday. Workday's cloud -based approach to integration includes the following capabilities:
• The Enterprise Interface Builder (EIB) is a simple, yet powerful, tool that enables building simple to moderately complex integrations that consist of inbound and/or outbound synchronous or asynchronous data transfers. The EIB tool is used to dynamically create bi-directional business integration with Workday without the need to install and maintain any on -premise hardware or software. The EIB supports internal and external data sources (Report as a Service, REST URLs, SOAP -based Web Services, File based exchange), with delivered configurable transformations (XML- to-CSV, XML-to-Excel, etc.) as well as custom XSLT-based transformations. • Packaged Connectors: A catalog of pre -built interfaces that are designed, implemented, and supported by Workday and Workday partners is provided as part of the Workday Connector catalog. • Configurable Connectors: A pre -defined collection of Connectors that deliver many of the common integrations scenarios to Workday, thereby leaving the customer to only have to focus on the last mile.
• Custom integration support: Workday delivers standard APIs using industry -standard web service technology including SOAP, REST and Report as a Service (RaaS). With RaaS you can export sets of data via a report and enable that report as a web service the click of a check box. This creates a custom API allowing you to natively access your specified set of data. These SOAP and REST -based services can be used to integrate data into and out of Workday. f. Date analysis capabilities
With Workday, all users across the organization can find, analyze, and take action directly on real-time data in the Workday service, based on their security access. Business intelligence is built directly into the Workday platform, without the need for bolt -on business intelligence solutions. Workday provides thousands of delivered reports with the service that are available in the browser, as well as on mobile devices that support iOS and Android platforms. Given the appropriate security rights, any user has the ability to create custom reports, analytics, scorecards, and dashboards using a simple web -based report framework. Workday also offers the ability to build data visualization reports by drag -and -drop to analyze the data in real time. This visualization experience is truly ad -hoc, with reports building at the speed of thought. Live report data may also be leveraged in Workday Worksheets, an Excel -like tool built directly into Workday. This allows for further analysis and modeling of existing data, and adds the benefit of being connected to live data from any Workday report.

Users can perform multi -dimensional drill -down on data with charting and filtering capabilities, then take action directly from the report on any object. For example, if you see the name of a person on a report, you can click on that name and take action on the person. Similarly, if you see a number on a report, you can click on that number and see the underlying detail that made up that number as well as slice and dice that data by multiple dimensions.

Capabilities
Traditional applications were designed to gather transaction data and produce reports that satisfied after -the - fact regulatory reporting requirements or internal reporting requirements. Workday's philosophy is that business intelligence should be built into the entire service. With Workday, you can get accurate counts, allocate costs, calculate results, and analyze data from an unlimited number of business dimensions.

Executives, managers, and knowledge workers alike can take action on decisions directly in the Workday service.

Workday reporting and analytics are embedded throughout the Workday service. Configuration and deployment require minimal training. Workday Reporting and Analytics includes:
©2525 ,Workday. Inc.
16 October 3. 2524.

workdoy.

City of Pomona j ERP System Selection R€=1P No. 2024-
• Thousands of packaged reports. Workday provides thousands of packaged reports that are delivered with the Workday service. These reports are accessible as related tasks in context or from menus.
• Custom drag -and -drop visualization creation. Workday customers can create their own reports or analytics using Workday's report framework without the need for a third -party tool. Custom reports can be private or shared with users or specific roles.
• Take action via links and related tasks. All reports and analytics include the ability to click on a hyperlink to inspect details about a piece of data on the report or to click on the related task to take action on a piece of data on the report.
• Embedded graphics. By choosing to graph numeric data in grids, customers can visually analyze data in reports. All grids containing numbers can be converted to graphs at the push of a button.

Dashboards can be set to display grid data graphically by default. • Drill down on numbers. Select reports allow drill down on aggregate numbers (sums, counts, averages). Users click on the number to see details or click on an icon near the number to see dimensions in which they can drill down.
• Seamlessly link to personal productivity tools. All reports can be securely exported to PDF or Excel with a single click.
• Secure access to data. Reports are generated using the role -based security and business built directly into the Workday's service. There is no direct ("SQL") access to data. g. Third party products
Workday has partnered with Can/Am Teller to provide Cash Receipting functionality to meet those requirements
©202.4 Workday. Inn. I t October ii. 2024

workdoy.

Impleme taton
City of Pomona I ERP System Selection R€=1P No. 2024-
a. Overview of approach including phases or stages and anticipated duration for the City.

During deployment and after go -live, we offer services that ensure your team's successfully engage with, adopt and use Workday with confidence to realize your business goals.

Most organizations face the same challenge, how to re -platform to take advantage of the innovations from Workday in a predictable, low -risk, and more cost-efficient manner. Workday Launch was developed for this purpose. Workday Launch is a prescriptive deployment approach that leverages the knowledge gained from all past Workday implementations. This approach provides:
• Your data in a pre -configured tenant and have the flexibility to make tweaks based on the uniqueness of your own organizations.
• Advancements and best practices including a pre -configured tenant, packaged scope, fixed fees, and a predictable timeline.
• Delivered tools and accelerators such as role -based security, analytics, dashboards, reporting, and native mobile capabilities.

Workday Launch gets you up and running more quickly, on -time, on -budget, with lower risk.

Workday Launch is:
• Streamlined: With a focus on getting your organization live" on Workday, we have reduced the work effort and in turn the cost for deployment. The consulting team will guide you through key decisions in more efficient ways.
• Set scope / Pre -configuration: Common artifacts from past deployments built into a standard, pre - configuration as the starting point to a low risk deployment. • Relevant data: The pre -configuration includes your data and uniqueness. You will see your people and your departments (you will see you in the initial build). • Predictable Approach: To address the concern of scope modifications, change orders, and unnecessary cost scope creep that impact project costs.

During deployment and after go -live, we offer:
• Access to Workday Engagement Manager and Customer Success Manager to work closely with and support the customer's project administrator
• Access to the Workday Foundation Tenant Services team to apply common artifacts from past deployments and built them into a standard, pre -configured package for your tenant • Access to supported/packaged integrations and custom integration templates to assist the customer's integration team
• Access to post -production support/updates of your production environment • Access to training, adoption, and enablement resources • Access to Workday's Advisory Services, should they be required for Change Management or Test Lead services (optional services available for additional fees) b. Proposed implementation timeline, assuming a start date in early 2025 and a go -live date before the end of 2026.

A customer's deployment time depends upon the scope of deployment, complexity of business processes, the number of integrations, the number of systems the customer is converting from and the experience and availability of the project team. We will move the deployment project as fast as the customer likes in order to achieve production dates. We will work with your organization to determine the deployment strategy and project dates.
©202.4 Workday. Inc.
1& October 3.2024

workdoy.

City of Pomona I ERP System Selection PPP No. 2024 -
The Workday Methodology for new customer deployments is comprised of four stages: Plan, Architect & Configure, Test, and Deploy. Workday accelerates our deployments with the use of our data conversion tools, optimized business processes, comprehensive education services and leveraging the Workday Community.

There is no one correct way to deploy the Workday Service. Some customers take a 'big bang' approach while others deploy in phases; therefore, timelines vary.

To understand the timeline for a 'typical' deployment project, Workday assesses our average deployment times (time to value) on a quarterly basis and these statistics can be discussed with your Workday Services Executive as they relate to your scope and deployment objectives. Recent data (i.e., averages over the previous four quarters) across all segments of our customer base —including large enterprise, medium enterprise, education and government, etc. —shows that Workday customers typically deploy within 5.5 to 12 months. (For Workday Planning implementations, it's typically 16-24 weeks).

Finally, a deployment can always be faster, but depends on customer resources available and the decision - making process. If a customer can go faster, Workday or our partners can always scale to make this happen. c. Project management approach
Potential Project Risks and Workday's Recommended Mitigation Strategies As your organization replaces its legacy Financial systems with an enterprise multi -tenant cloud Finance solution, it has a unique opportunity to define, standardize and streamline its organizational practices and processes to support future needs.

A Big Bang or Phased Deployment approach for large, complex organizations introduce inherent and associated risks that need to be identified and managed proactively. Given Workday's wealth of experience managing large-scale enterprise deployment projects, and our vast knowledge of multi -tenant cloud HCM/Finance solutions, we are uniquely positioned to anticipate and mitigate the typical risk factors that the customer can expect when navigating a project of this magnitude. Workday offers recommended strategies for avoiding, eliminating, or mitigating potential project risk in each of the following areas:
• Lack of Readiness for Overall Big Bang or Phased Approach • Exposure from new data sources
• Ineffective approval, sign -off and decision making
• Lack of common business process across all agencies
• Lack of a clear and effective Program Governance Structure • Insufficient time from dedicated customer Project Team members • No proper base of support and buy -in for the project • Undefined post go -live support team and governance model d. Vendor and City staffing, including division of responsibilities

PARTNER TO RESPOND
i. Include resumes of key project personnel (project manager, consultants, functional leads, technical leads, etc.) — please note that resumes are not included in the page count.

PARTNER TO RESPOND
e. Configuration and process design approach

PARTNER TO RESPOND
5O20 4 ,'ru0rkda,y. Inc.

It October it. 2024

workdoy.
f. Data conversion
City of Pomona I ERP System Selection R€=1P No. 2024 -
Our approach is highly collaborative and flexible. Workday Conversion consultants engage with customer technical and functional teams early in the deployment cycle via Conversion Workshops. The focus is on coaching, creating the first tenant and selecting/designing a conversion approach that fits the project scope, size and customer capability for the remaining tenant builds. Workday conversion tools and processes are flexible, accepting Excel spreadsheet, .csv and .xml file formats.

Some factors to consider as you make data conversion decisions:
• What, specifically, do we need to achieve with our Workday implementation? • What data do we have? From what source or location?
• What conversion (ETL) software or legacy system extract and transform capability do we plan to use on the project?
• Do we have resources to dedicate to the project conversion work? • For what reasons and what frequency do we access historical data? • Which data needs to be reportable, and which can be archived? • Should we retain access to our legacy HRMS read only or database structure? • Will the old data structures be changing because of any upcoming data transformation? • What is the impact on the effort and timeline of our project implementation? Your organization's specific objectives will help you determine which options are the best fit. Customers are typically responsible for legacy data extract, mapping, and transformation to a loadable format. Workday provides conversion tools that interface with the web service APIs. These tools support Excel, csv or xml file format.

Workday Conversion and Functional Consultants work with the customer project team to identify the data content to be migrated into Workday and they will provide high-level guidance with the initial design, mapping and development of conversion data extracts and data uploads with a goal to create a repeatable and programmatic conversion process.

During the project, the Workday deployment team will build multiple prototype tenants. For each prototype build, we will migrate the configuration and load a set of data extracts provided by the customer. Upon completion of the tenant build, the customer SME(s), Workday Functional and Data Leads will review the tenant build process. The meeting will cover what went right and what needs to be improved (build tasks timing, data elements and configuration). The iterative build process allows us to incorporate these updates into the planning for the next tenant build.
g. Testing approach

PARTNER TO RESPOND
h. Training approach
Workday understands the importance of training for your project team. We believe this is the foundation for a successful project. Our education offerings focus on detailed product orientation and hands-on system training. We continually enhance our education delivery capabilities through the use of innovative technology to provide our customers and business partners additional classroom experiences, online training opportunities, and other knowledge transfer sessions to help build self-sufficiency and ensure successful customer adoption of the Workday service.

Workday delivers instructor led training remotely in multiple time zones globally. In addition, Workday currently offers training at our Corporate Headquarters in Pleasanton, CA and at regional locations in Chicago, IL, Atlanta, GA and New York, NY, as well as international locations in Amsterdam, Reading, Singapore and Hong Kong. Workday can also arrange for on -site training classes, where appropriate, based on customer project team size or customer location.

Workday Education Courses and Delivery Methods:

Workday Education offers a variety of options to meet your training needs, including the following:
©202.4 Workday. Inc.
20 October 3. 2024

workdoy.

City of Pomona j ERP System Selection R€=1P No. 2024-
• Learn In -Person provides comprehensive instructor -led training to prepare students to meet their job role requirements. Our courses combine cohesive lectures and product demonstrations with hands- on activities to reinforce student learning.
• Learn Virtual provides the advantages of live instructor -led training without the expense and time associated with travel. These courses are a combination of lecture, demonstration, and hands-on activities to reinforce learning. Attendees participate remotely through Zoom and connect to our training environment via the Internet to complete the hands-on activities. These offerings are topic - specific and designed to focus on key Workday principles and functionality. • Learn Independent enables our customer to be more self-sufficient. This learning experience combines videos, interactive exercises, quizzes, and tests into a comprehensive online learning curriculum that students can complete at their own pace. • Learn On -Demand is a cost-effective alternative to traditional education delivery, providing access to training 24/7 from any computer. Created in short, targeted segments, Learn On -Demand is perfectly suited for system administrators who need immediate access to specific training. These offerings are topic -specific and designed to focus on key Workday principles and functionality. • Adoption Kit is a collection of templates and resources designed to support and accelerate end -user training and your Workday rollout. It includes a combination of hosted or downloadable videos, job aids, facilitation guides, and marketing materials. All content can be downloaded and tailored to your needs or used as -is.
• Workday Pro is a customer -focused accreditation program targeted at customers who want to actively engage and work side by side with the Ecosystem on a path to develop a similar level of knowledge and expertise. It consists of several tracks, each with relevant courses plus a written test.

Identifying your Training Needs
Your Workday Services Executive will collaborate with your organization to establish a right -sized training package for your organization. Training packages typically include training credits and various subscriptions to our Learn On -Demand libraries. Project team members will use this training as inputs to their ownership journey, as well as an enabler to completing various project activities. i. Final cutover/transition to new system

PARTNER TO RESPOND
©252.4 Workday. Inn. 21 October 3. 2024

workdoy.

6. ©n going Support
a. Support provided as pad of subscription fees
City of Pomona I ERP System Selection R€=1P No. 2024 -
All Workday customers benefit from a solid foundation for customer success. With robust online resources including customer collaboration forums, knowledge articles, recommendations, and product learning series; plus global support and access to Workday Community, customers have what they need to get started with Workday.

Workday Support — The Global Customer Support team empowers customer success with on -demand assistance, and provides resources that enable customers to learn, innovate, and collaborate.

We believe in proactive problem solving. That's why our team is constantly on the lookout for signs our customers may need our help. We monitor all production, sandbox, and implementation tenants, performing

1.2 million checks on system performance across all of our data centers every 7 minutes, around the clock.

Our teams are immediately aware whenever something doesn't seem to be performing at its best, and we quickly gather the right subject matter experts to take a look. Our subject matter experts diagnose the issue and begin looking for ways to resolve it. If we determine the issue could affect our customers, we begin outreach right away. After we've found a fix, we quickly implement it and follow up with impacted customers to let them know when the issue has been resolved. We view every issue we uncover and resolve as an opportunity to strengthen Workday products. We carefully analyze what went wrong and we engage the right teammates to implement solutions that will keep it from happening again.

If we don't find and solve the problem first, our experts around the world are here to assist. Every Workday customer receives support guided by our service level agreements as well as access to best -in -class resources including Workday Community. Our customer portfolio has widely varying needs, and meeting each customers' individual needs is our key priority. Our approach provides additional flexibility for our customers to select the support level they require to meet their needs while continuing to achieve their business goals.

We measure success by customer satisfaction, not by how many cases we close. And when an issue is resolved for one customer, it's resolved for everyone. Because all customers are on the same version of software, issue resolution is faster and more complete.

Workday Success Plan — To help the City of Pomona take their Workday journey to the next level to maximize their investment and accelerate time -to -value, we have proposed our Workday Accelerate Success Plan which provides access to a range of expertise, support, and education into a single, holistic package where customers can consume what they need, when they need it. • The Accelerate Plan provides personalized, one-to-one guidance in -tenant from Workday experts who help adopt and optimize Workday to meet customers' business objectives. This plan also provides in-depth education with unlimited access to live webinars as well as on -demand, just -in -time learning, enabling customers to expand their Workday expertise like never before. Other relevant offerings included as part of the Accelerate Plan include a bank of weekly Ask -an -Expert requests, Testing and Change Management Guidance, Functional and Feature Adoption Reviews, and expanded support hours for tickets of all severity.

Workday Education and Training — Workday Education helps customers deploy and make the best use of Workday. Our goal is to help teams flourish by providing the training they need, in the way they want it, within their budget. We offer fundamental and advanced courses that teach Functional Leads, Workday Administrators, and Business Users how to create and manage their HCM configuration. Pricing for training is included in the pricing section.
,:.5.)20 2.4 Workday. Inn. October 3. 2024

workdoy.
b. Methods of contacting support
City of Pomona j ERP System Selection R€=1P No. 2024 -
Workday Support is organized into functional areas that centralize expertise on Workday products and the needs of our customers. The team is part of the Customer Experience (CX) organization at Workday. Every day, the CX team is on a mission to create experiences that enable lasting customer success. Collectively, we do this by empowering customers to reach their full potential with Workday by delivering experience with intention, empathy, and integrity.

Collaborative Incident Management begins with our customers' Named Support Contact Admin, or NSCAs.

They are designated contacts authorized to communicate with Support. Customers are expected to assign two Named Support Contact (NSCA) during their deployment and any additional NSCAs prior to their go live date.

Being an NSCA comes with responsibility as we consider our Customers' NSCAs to be an arm of our Support Team:
• When our customers experience an issue or have an inquiry for Support, their NSCA will need to open a case in the Workday Community. Only those with the NSCA role have the access to do this, as well as view and update existing cases.
• Customers have the ability to manage their Named Support Contact Admins, and can assign their Training Coordinator and Read -Only Named Support Contacts. • It is the responsibility of the Named Support Contact Admin to escalate brainstorms in the Community on behalf of their organization.
• We ask that our NSCAs maintain an understanding of key product areas so that they are able to partner with us to resolve issues.

We also depend on NSCAs to ensure that all of those new to the role understand these responsibilities.

Because NSCAs are an extension of Workday Support, we have certain expectations for this important role.

Some of the most critical are:
• When an issue is brought to the NSCA's attention, we depend on them to research and triage so they can provide as much information as possible when submitting the case. • This may mean facilitating discussions with non -Named Support Contacts.

During this time, and for all inquiries, Named Support Contact Admins are Workday Support's primary point of contact.
• When a case is urgent and submitted as a severity 1 or 2, we require that an NSCA is available by phone which may include off hours.
• NSCAs manage their organization's information in the Workday Community. For instance, removing any partner account team members who are no longer involved with a project by submitting a services case, or deactivating or replacing NSCAs who are no longer involved with managing the Workday system via contacts management.
• It is always important for the NSCA to review and be prepared for planned tenant downtime such as the weekly maintenance schedule.
• Finally, we ask that NSCAs review customer alerts whenever they receive the notification — these are always available in the Workday Community. They also have the option to sign up for text alerts. ,u<U k Workday. Inn. 2:t October 3. 2024

workdoy.

City of Pomona j ERP System Selection R€=1P No. 2024 -
Change M nagement Appro ch
Please provide your change management approach.

PARTNER TO RESPOND
©20 24 Workday. Inc.
24 October 3. 2024

workdoy.

Appendix
,u20 k 'orkday. Inc.

City of Pomona j ERP System Selection R€=1P No. 2024 -
October 3. 2024

workdoy.

City of Pomona j ERP System Selection R€=1P No. 2024 -
Appendix A .TT Terms am and Conditions
Workday's Contractual Approach
Workday's industry leading one -to -many model is different from its competition and it isn't always reflected accurately through the lens of a traditional RFP process. Workday provides all customers the same version of its true SaaS solution that is configurable but not customizable. It is not possible to customize the application for any particular customer. Our customers see the following benefits to the Workday business model:

One Security Approach. Workday provides protections that traditional software vendors can't. We build and continually update rigorous safeguards into every aspect of our service to maintain Workday's industry leading level of security.

One User Experience. A unified experience for all Workday customers that is easy and engaging to use.

Workday provides an intuitive, consumer -like experience.

One Community. Workday customers support each other in a vibrant community where they share knowledge, best practices, and even actual templates they've created. It's also where our customers collaborate on innovation ideas, which in turn helps influence the Workday product roadmap.

An innovative one -to -many model such as this necessitates a consistent contracting approach with accurate descriptions of what we are delivering and how we deliver it. Workday uses our own set of contractual documents that reflect Workday's one -to -many model; like Workday's applications, our contracts documents are designed with the customer needs in mind. Specifically, because all customers receive the same release of the solution, which can be configured but not customized, customer -created contracts simply do not fit the Service. Thousands of customers and millions of users have successfully contracted with Workday, and currently enjoy the benefits of the Workday Service, with an industry leading customer satisfaction rating.

All materials provided to your organization as part of Workday's response to this solicitation (collectively, the "Proposal"), may be used solely in connection with your review of this Proposal, provided, however, that:

You keep all Proposal information in confidence pursuant to the underlying Non -Disclosure Agreement ("NDA") between the parties if applicable, and/or your jurisdiction's Open Records or Freedom of Information Act type laws;
No confidential information of Workday contained in this Proposal is used for any purpose other than evaluating Workday's suitability for the project;
You agree this Proposal is the copyrighted intellectual property of Workday, and cannot be reproduced or redistributed in any way without the express prior written consent of Workday; and The Proposal is shared only with your organization's employees and/or agents on a need to know basis.

Please return the Proposal unread if you are unable to comply with the above requirements.

Regardless of any inconsistent terms in the RFx or content of this Proposal, the Proposal is intended as a general description of the products and services that may be provided and the general business relationship Workday is currently contemplating with your organization. The Proposal does not represent or create any contractual obligation or commitment by Workday. While a reasonable good faith attempt has been made to ensure the information contained in the Proposal is correct, Workday does not warrant to the contents of the Proposal. For further information, please see the Exceptions, Assumptions and Conditions section of the Proposal.
©252.4 Workday. Inn. 26 October 3. 2024

workdoy.

Forward -Looking Statements
City of Pomona I ERP System Selection RFP No. 2024 -
This document may contain forward -looking statements for which there are risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, Workdays business results and directions could differ materially from results implied by the forward -looking statements. Forward -looking statements include any statements regarding strategies or plans for future operations; any statements concerning new features, enhancements or upgrades to our existing applications or plans for future applications; and any statements of belief. Further information on risks that could affect Workday's results is included in Workday, Inc's filings with the Securities and Exchange Commission which are available on the Workday investor relations webpage: https /Lnvestor.workday,com Forward -looking statements are subject to and carry a risk of change. Accordingly, Workday assumes no obligation for, shall not be bound by, and does not intend to update any forward -looking statements that may be included in our response.

Trademark Notices: All rights reserved. Workday and the Workday logo are registered trademarks of Workday, Inc. All other brand and product names are trademarks or registered trademarks of their respective holders.
©2024 Workday, Inc.

A note about copyright: Workday has included copyright notices on its proposal materials. Workday is not seeking to assert any copyright to those portions of its proposal pages which are copied from the Request for Proposal. The copyright in materials copied from the Request for Proposal remains in their original author.

Exceptions, Assumptions, and Conditions
The submission of this Proposal is predicated upon the following exceptions, assumptions, and conditions, notwithstanding anything contained in the RFx to the contrary:

Workday uses its standard contractual documents to form the basis of our customer relationships; as such, various traditional RFx concepts such as warranting to requirements, attachment of RFxs or proposals to contracts, etc. are not compatible with Workday's one -to -many model. Accordingly, any terms and conditions in the RFx are rejected by Workday. Workday's proposals are predicated on use of Workday's standard contractual documents, and are subject to high level exceptions such as those included below. Please note there may be additional specific exceptions, assumptions, and conditions provided, dependent upon the nature of the proposal response:

1. Workday's response to solicitations contains Workday intellectual property and may contain confidential and/or trade secret information. Any and all confidential and/or trade secret information provided by Workday is subject to and governed by the terms and conditions of any applicable non -disclosure agreement ("NDA") between the parties, any other agreement between them that contains confidentiality obligations, as well as statutory laws related to the protection of trade secrets and confidential information. By continuing to read Workday's response, recipient agrees to hold any confidential information stated therein in accordance with the terms of the NDA and other confidentiality obligations. To the extent open records type laws may be applicable to the proposal response, recipient agrees to maintain confidentiality in the materials to the best of recipient's ability under such laws, and to provide Workday with reasonable notice should an open records request be filed for these materials such that Workday may defend its position..

2. Should this solicitation require submission of the response or any associated documents through a third party portal provider, you agree that the portal provider is acting as your representative and, as such, you shall at all times remain responsible for that portal provider's compliance with the confidentiality terms ©202.4 Workday. Inn. October 3. 1024

workdoy.

City of Pomona j ERP System Selection R€=1P No. 2024 -
above. Regardless of any click through terms required to use any third party portal, all parties reviewing the proposal response and associated documents agree to use these materials only to assist you in your selection under the solicitation.

3. One of the cornerstones of Workday's business model is a fair allocation of risks and benefits. To this end, Workday offers an industry leading Limitation of Liability in our Main Subscription Agreement (MSA).

Please read our Limitation of Liability in conjunction with the MSA as a whole, as there are significant protections built in for our customers. Except as specifically provided for in our MSA, Workday takes exception to unlimited liability, or any liabilities outside of Workday's MSA.

4. Workday's contractual approach provides customers with the opportunity to negotiate terms and conditions of the SaaS solutions separately from the deployment, providing an advantage from both a terms and conditions standpoint as well as a pricing standpoint. By dealing directly with the SaaS provider, a customer has an unfiltered voice, and need never be concerned with whether their message has reached the SaaS provider. Therefore, Workday requires separate contracts for our subscription SaaS solutions, and for professional services such as those for implementation of the solution. Additionally, any third -party solutions must be contracted for separately and are not resold by Workday.

5. Workday's proposal is an offer to negotiate on the basis of Workday's contractual documents.

Therefore, this proposal is not a firm offer but is instead an offer to negotiate in good faith. The pricing in this proposal is valid for 90 days unless otherwise stated in the document.

6. Because Workday's SaaS solutions are pre-existing, and running on the same code line, same version, with the same functionality, Workday's model does not contemplate the concept of inspection and/or acceptance requirements. While inspection and acceptance may be applicable to certain aspects of implementation of the solution, these concepts do not apply to the solution itself.

7. Workday's one -to -many model means all of our customers receive the same robust security controls.

Due to the shared, unified infrastructure of Workday's one -to -many business model, Workday cannot agree to utilize individual customer security policies. Our customers, all of whom understand and accept Workday's security program and controls, include Public Sector, Financial Sector, Healthcare, Pharma, Aerospace and Defense, and other highly regulated industries that require high levels of protection for their data. Please review our Universal Data Processing Exhibit, our Universal Security Exhibit, and our service availability and performance commitments found in the Workday Production Support and Service Level Availability Policy located at hops:// www.workday.com/en-us/legal/contract-terms-and-conditions/index.html and updated by Workday from time to time. Workday will provide our SOC 2 and other reports to customers under appropriate non -disclosure terms and/or will discuss security controls at your convenience.

8. As a non -customizable solution, Workday warrants our applications will perform materially in accordance with the Workday Documentation (our administrator guide). Workday doesn't attach or warrant to the proposal response. It is up to the individual customer to determine whether the solution fits their needs.

9. Workday provides customers with tools applicable to the Workday solution, to assist customers in maintaining compliance with laws applicable to them. However, customers do not outsource their compliance needs to Workday. Workday customers are responsible for compliance with laws applicable to them.

Customers should make certain the Workday solutions are configured for compliance requirements applicable to them.

10. Workday's MSA is carefully tailored in accordance with Workday's business model, and reflects Workday's customer service philosophy. For that reason, Workday takes exception to indemnifications outside of patent and copyright claims as per Workday's MSA.

11. Existing customers only: Workday and your organization have an existing MSA which shall serve as the framework for any add-on transaction(s).
©2.52.4 Workday. Inn. 26 October 3. 2024

workdoy.

City of Pomona j ERP System Selection R€=1P No. 2024-

12. Joint proposal responses: Workday may, for your convenience, include partner or third -party responses to bring your organization the most comprehensive solution possible. Workday does not resell these solutions or services and is not offering to act as a prime contractor nor as a joint venture, etc. Each company whose responses are included would contract directly and separately with your organization and be independently responsible for their own deliverables.
©2024 Workday, Inc.
©252.4 Workday. Inn. YJ October 3. 2024

00534844.0 - Confidential

SIGNATURE DOCUMENT
Documents
Agreement Number
Universal Main Subscription Agreement (v25.8)
MSA #: 00534844.0
Subscription Order Form
Order Form #:

Training Order Form
Order Form #:

Delivery Assurance
Order Form #:

Professional Services Agreement
PSA #:

Statement of Work
Statement of Work #:

By executing this document ("Signature Document"), the undersigned agree they are duly authorized signatories and all documents listed in the above table are entered into between the parties, effective as of the later of the dates beneath the parties' signatures below ("Effective Date"). References to Signature Document and Effective Date in the Main Subscription Agreement mean those terms as defined in the preceding sentence.

City Of BeII Gardens, CA
7100 Garfield Ave
BeII Gardens, California 90201
Workday, Inc.

Address: http:/fvv+ww workday.co con tractin entity
addresses
Signature
Signature
Name
Name
Title
Title
Date Signed
Date Signed
Note: Before reviewing the MSA terms, please review our FAQ at this link: https://www.workday.com/en- us/legal/universal-contract-terrns-and-conditions/index.html ©2025 Workday v25.8 US and Canada
UMSA- City Of BeII Gardens, CA

00534844.0 — Confidential

UNIVERSAL MAIN SUBSCRIPTION AGREEMENT
This Universal Main Subscription Agreement ("MSA") is between the Workday entity identified on the Signature Document or Order Form ("Workday") and the legal entity signing the Signature Document or Order Form referencing the Agreement ("Customer"). The parties agree as follows:

1. Provision of Service. Workday shall make the Service available to Customer for use by Customer, its Affiliates and Authorized Parties for whom Customer enables access solely for the internal business purposes of Customer and its Affiliates, subject to this Agreement.

1.1 Invoices & Payment. All fees will be electronically invoiced to the Customer identified on the Order Form.

All fees will be due and payable within 30 days of the invoice date, except fees subject to a reasonable and good faith dispute. Workday shall email invoices to Customer within 2 business days of the date of the invoice.

Customer shall provide Workday with complete and accurate billing contact information including a valid email address. Upon Workday's request, Customer shall make payments via electronic bank transfer. Except for a termination or refund in accordance with Section 7 (Indemnification) or Section 9.1 (Termination), all Order Forms are non -cancellable and all payments are non-refundable. Customer may not withhold, reduce, or set-off fees owed under this Agreement.

1.2 Suspension for Non -Payment. Except for fees subject to a reasonable and good faith dispute, if a payment is more than 90 days past due and Workday has provided at least 30 days' written notice to Customer, Workday may suspend the Service, without liability to Customer, until such amounts are paid in full.

1.3 Taxes. Fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes (collectively "Taxes"). Customer shall pay all Taxes imposed on the Service or any other services provided under this Agreement. If Workday has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount will be computed based on Customer's address listed in the Signature Document or Order Form for this Agreement which will be used as the ship -to address on the Order Form, and invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority to [email protected].
,workday.com.

2. Customer Obligations. Customer shall have sole responsibility for (a) the accuracy, quality, and legality of all Customer Content, (b) any Non -Workday Content it installs, uses, or enables; (c) obtaining and verifying it has all authorizations, consents, and rights necessary to use the Service; (d) taking commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify Workday promptly of any unauthorized access or use; and (e) ensuring compliance with the Agreement and the AUP by its Affiliates and Authorized Parties, and any breach by its Affiliates or Authorized Parties will be deemed a breach by Customer.

Customer shall not: (1) use the Service in violation of Laws or the Documentation; (2) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (3) knowingly send or store Malicious Code in connection with the Service; (4) knowingly interfere with or disrupt performance of the Service or the data contained therein; or (5) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. During the applicable subscription Term, Workday reserves the right to suspend Customer's access to an applicable Service in the event Workday reasonably determines such action is necessary to preserve the integrity and/or security of such Service or if Workday in good faith reasonably determines that Customer has violated the AUP; however, Workday will use commercially reasonable efforts under the circumstances to provide Customer with an opportunity to remedy such violation or threat prior to such suspension. Workday will use commercially reasonable efforts to minimize the length and scope of suspension in light of the circumstances.

3. Proprietary Rights.
(a) Customer Ownership. As between Workday and Customer, Customer owns all right, title and interest to its Customer Content. Workday shall have the right to only use Customer Content to provide the Service (including Improvements), subject to this Agreement.
©2025 Workday v25.8 US and Canada Page 2 of 10
UMSA- City Of Bell Gardens, CA

00534844.0 — Confidential
(b) Workday Ownership. As between Customer, Workday, and Workday's licensors, Workday or its licensors own all right, title and interest to the Service (including any third -party content Workday makes available through the Service) and Documentation, including all related Intellectual Property Rights. (c) Customer Input. Customer hereby grants Workday a royalty -free, worldwide, transferable, sub -licensable, irrevocable, perpetual license to use or incorporate into its services any Customer Input. Workday will have no obligation to make Customer Input an Improvement. Customer will have no obligation to provide Customer Input.

3.1 Restrictions. Customer shall not (a) modify, copy, or create derivative works based on the Service or Documentation; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party other than to Authorized Parties as permitted herein; (c) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation, except to the extent required by Law; (d) access the Service or Documentation in order to build any commercially available product or service; or (e) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation. Notwithstanding item (e), the Customer may make a reasonable number of copies of the Documentation for internal business purposes only.

4. Confidentiality. Each party (the "Recipient") shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) not to disclose or use any Confidential Information of the other party (the "Discloser") except as reasonably necessary to perform the Recipient's obligations or to exercise the Recipient's rights under this Agreement or with the Discloser's prior written permission. For purposes of clarification, this Section 4 also applies to Confidential Information either party or its Affiliates shares with the other party or its Affiliates related to potential future subscription services. Either party may disclose Confidential Information on a need to know basis to its Affiliates, advisors, contractors and service providers, including third party submission tools or online portal providers required by the Recipient for internal business purposes ("Representatives"), who are bound by confidentiality obligations at least as restrictive as those in this section. The Recipient shall be responsible for any acts or omission of its Representatives with respect to protection of the Discloser's Confidential Information. The parties agree that (a) the Recipient's or its Representatives' online portal terms conflicting with the terms of this Section 4 shall not be binding on the Discloser submitting its Confidential Information to the Recipient through the Recipient's or its Representative's online portal, (b) this Section 4 applies to all such Confidential Information disclosed to the Recipient through such online portals; and (c) the Recipient's or its Representatives' online portal terms conflicting with the terms of this Section 4 are superseded by this Agreement with respect to confidentiality obligations. To the extent required by Law, the Recipient's disclosure of the Discloser's Confidential Information will not be considered a breach of this Agreement if the Recipient promptly provides Discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure. The Discloser may seek injunctive relief to enjoin any breach or threatened breach of this section, it being acknowledged by the parties that other remedies may be inadequate.

5. Protection and Security of Customer Content and Privacy.

5.1 Security Program and Audit Reports. Workday maintains a security program that conforms to the Workday Security Exhibit and Audit Reports (as set forth in the applicable Product Terms). Through Workday's customer self-service systems or upon Customer's written request, Workday shall make available to Customer Workday's then -current Audit Reports for the applicable Service application to enable Customer to verify Workday's compliance with its obligations under this Agreement. Audit Reports constitute Workday's Confidential Information and are subject to the confidentiality terms in this Agreement or separate confidentiality agreement terms (as applicable).

5.2 Privacy. Personal Data will only be processed in accordance with the Data Processing Exhibit.

5.3 Unauthorized Disclosure. If either party becomes aware of a Security Breach, that party must promptly notify the other party, unless legally prohibited from doing so, within 48 hours or any shorter period required by Law except that Customer is not required to notify Workday unless Customer reasonably determines there is a threat to the Service. Additionally, each party shall reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any Security Breach, Workday shall conduct a root cause analysis and, upon request, shall share the results of its analysis and its remediation plan with Customer. Unless ©2025 Workday v25.8 US and Canada Page 3 of 10
UMSA- City Of Bell Gardens, CA

00534844.0 — Confidential
prohibited by Law, each party shall provide the other party with reasonable notice of and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication.

6. Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws. Workday warrants that during the applicable subscription Order Form term: (a) the overall Service (1) will not be materially decreased; and (2) will perform materially in accordance with the feature descriptions in the Documentation; and (b) to the best of Workday's knowledge, the Service does not contain, and Workday will not knowingly introduce, any Malicious Code (collectively, the "Service Warranty"). Customer shall use commercially reasonable efforts to notify Workday in writing no later than 30 days after identifying a deficiency, but Customer's failure to notify Workday within that period will not affect Customer's right to receive warranty remedies unless Workday is impaired in its ability to correct the deficiency due to Customer's failure to notify. Notice of breaches of the warranty under item (2) must be made through Workday's then -current error reporting system; notices of breaches of any other warranty must be made in writing to Workday in accordance with the notice provisions of this MSA. The Customer's exclusive remedy and Workday's sole liability for breach of the Service Warranty are those described in Section 9.1 for the affected Service.

6.1 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM

EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND,

WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL

IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO THE CUSTOMER.

7. Indemnification.

7.1 Workday Indemnity. Workday shall defend Customer, at Workday's expense, against any third -party Claim brought against Customer alleging that the use of the Service as contemplated hereunder infringes that third party's Intellectual Property Rights and shall indemnify and hold Customer harmless against any Losses arising from such third -party Claim. Workday will have no liability for Claims or Losses to the extent they arise from: (a) modification of the Service by anyone other than Workday; (b) use of the Service in a manner inconsistent with the Documentation or in violation of this Agreement; or (c) use of the Service in combination with any other product or service not provided by Workday. If Customer is enjoined from using the Service or if Workday reasonably believes it will be enjoined, Workday may, at its sole option, obtain for Customer the right to continue use of the Service or replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Workday, then either party may terminate the applicable Service and Workday's sole liability, in addition to the indemnification obligations in this section, will be to refund any prepaid Subscription Fees for the Service that was to be provided after the effective date of termination.

7.2 Customer Indemnity. Customer shall defend Workday, at Customer's expense, from any third -party Claim against Workday arising from: (a) Customer Content; (b) data submitted by Customer, its Affiliates or its Authorized Parties pursuant to its use of the Service as contemplated under this Agreement, infringes or misappropriates such third -party's Intellectual Property Rights; or (c) violations by Customer, its Affiliates or Authorized Parties of the AUP, and Customer shall indemnify and hold Workday harmless against any Losses relating to such third party Claim.

7.3 Conditions. The indemnitor's obligations in Sections 7.1 and 7.2 are conditioned on the indemnitee: (a) promptly giving written notice of the third party Claim to the indemnitor (although a delay of notice will not relieve the indemnitor of its obligations under this section except to the extent that the indemnitor is prejudiced by such delay); (b) giving the indemnitor sole control of the defense and settlement of the third party Claim (although indemnitor may not settle any third party Claim unless it unconditionally releases indemnitee of all liability); and (c) providing to the indemnitor, at the indemnitor's cost, all reasonable assistance. Sections 7.1 through 7.3 state each indemnitee's exclusive remedies and the indemnitor's sole obligations related to the subject matter of these sections.

8. Limitation of Liability.
©2025 Workday v25.8 US and Canada Page 4 of 10
UMSA- City Of Bell Gardens, CA

00534844.0 — Confidential

8.1. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) DAMAGES CAUSED BY GROSS

NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS

UNDER THIS AGREEMENT, (C) CUSTOMER'S PAYMENT OBLIGATIONS AND (D) WORKDAY'S REMEDIATION OBLIGATIONS IN SECTION 8.3, THE FOLLOWING LIMITATION OF LIABILITY CAPS SHALL APPLY: IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES' TOTAL AGGREGATE LIABILITY ARISING

OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING 12 - MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE ("GENERAL CAP"), EXCEPT THAT

FOR BREACH OF EITHER PARTY'S CONFIDENTIALITY, SECURITY, OR PRIVACY OBLIGATIONS, THE

BREACHING PARTY'S TOTAL AGGREGATE LIABILITY WILL BE INCREASED TO FEES PAID OR PAYABLE UNDER THE AGREEMENT DURING THE IMMEDIATELY PRECEDING 24 -MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE ("ENHANCED CAP").

8.2 EXCLUSION OF DAMAGES. EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT AND THE DIRECT DAMAGES IDENTIFIED IN SECTION 8.4, IN NO EVENT WILL

EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE

OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,

CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR

OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CUSTOMER'S PAYMENT OBLIGATIONS WILL NOT BE CONSIDERED WORKDAY'S LOST PROFITS.

8.3 Workday Remediation Obligations. If unauthorized disclosure of or access to Personal Data is caused by Workday's breach of its security, privacy, or data protection obligations under this Agreement, Workday shall pay the reasonable and documented costs incurred by Customer in connection with the following items: (a) costs of any required forensic investigation to determine the cause of the breach; (b) providing notification of the security breach to applicable government and relevant industry self -regulatory agencies, to the media (if required by applicable Law) and to individuals whose Personal Data have been disclosed or accessed ("Affected Individuals"); (c) providing a credit monitoring service to Affected Individuals who elect to receive it for a period of one year after the date on which such individuals were notified of the unauthorized disclosure or access, and (d) operating a call center to respond to questions from Affected Individuals for a period of one year after the date on which such individuals were notified of the unauthorized disclosure or access. Notwithstanding the foregoing, or anything in the Agreement to the contrary, Workday will have no responsibility to pay costs of remediation to the extent they are due to gross negligence, willful misconduct or fraud by Customer or its employees, agents or contractors or Authorized Parties.

8.4. Direct Damages. Subject to Section 8.1, and notwithstanding Section 8.2, if either party breaches its obligations under this Agreement, the following will be considered direct damages: (a) amounts paid to affected third parties as damages or settlements in response to Claims arising from the breach; (b) amounts paid for fines and penalties imposed by any governmental authority arising from the breach; and (c) reasonable legal fees to defend against third -party Claims arising from the breach.

9. Term. The term of the Agreement commences on and continues from the Effective Date (as defined in the Signature Document) until all Order Forms have expired or otherwise been terminated, unless extended pursuant to the written agreement of the parties ("Term"). Subscriptions to the Service commence on the date and are for the period set forth in the applicable Order Form.

9.1 Termination. Either party may terminate the Agreement: (a) upon 30 days' prior written notice to the other party for a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (b) to the extent permitted by Law, immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. For clarity, (1) Customer shall have the right to terminate the affected Service for a breach of Service Warranty pursuant to Section 9.1(a) above; and (2) a breach or termination of any PSA or SOW will not be considered a material breach or termination of this Agreement. If the Agreement is terminated, all Order Forms are simultaneously terminated and Customer shall, as of the date of any termination, immediately cease accessing and otherwise utilizing the Service (except as permitted under Sections 9.2 and 9.3) and Workday ©2025 Workday v25.8 US and Canada Page 5 of 10
UMSA- City Of Bell Gardens, CA

00534844.0 — Confidential
Confidential Information. Upon termination by Customer pursuant to this section, Workday shall refund Customer any prepaid Subscription Fees for the affected Service that was to be provided after the effective date of termination. Termination for any reason will not relieve Customer of the obligation to pay any Subscription Fees accrued or due and payable to Workday prior to the effective date of termination and termination for any reason other than for uncured material breach by Workday or as otherwise stated in this Agreement will not relieve Customer of the obligation to pay all future amounts due under all Order Forms.

9.2 Retrieval of Customer Content. Upon Customer's written request made on or prior to expiration or termination of the Agreement (including any Transition Period), Workday shall give Customer limited access to the Service for a period of up to 60 days, at no additional cost, solely for purposes of retrieving Customer Content ("Retrieval Period"). After such Retrieval Period (or if no Retrieval Period, after termination or expiration of the Agreement or Order Form) and subject to Workday's legal obligations, Workday has no obligation to maintain or provide any Customer Content and shall, unless legally prohibited, delete Customer Content by deleting the Customer's applicable Instance; provided, however, that Workday will not be required to remove copies of the Customer Content from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Workday shall continue to protect the Customer Content in accordance with the Agreement. Customer Content will be made available for retrieval through extraction in a machine readable format as described in the Documentation.

9.3 Transition Period Before Final Termination. If this Agreement is terminated and Customer submits a written request to Workday prior to any such termination for a one-time transition period, Workday shall continue to provide the Service for up to 3 months after the effective date of such termination (the "Transition Period").

Monthly fees for the Transition Period will be 1/12 of the immediately preceding twelve-month period plus an additional 5%. If Customer requests transition assistance during the Transition Period, Workday shall provide consulting cooperation and assistance regarding the Service as set forth in a statement of work, governed by a professional services agreement, at Workday's then -current rates for consulting services unless a different rate is mutually agreed upon by the parties. Notwithstanding the foregoing, if Workday is enjoined from performing, or termination of the Agreement was due to Customer's breach, Workday has no obligation to perform under this section unless it receives (a) payment of all fees not subject to reasonable and good faith dispute, (b) prepayment of fees for further services, and (c) certification of ongoing compliance with the terms of this Agreement during the Transition Period.

9.4 Surviving Provisions. Sections 1.1, 3, 4, 5 (for so long as Workday retains Customer Content), 6.1, 7, 8,

9.2, 9.3, 9.4, 10 (except 10.2 and 10.10), and 11 will survive any termination or expiration of this Agreement.

10. General Provisions.

10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third -party beneficiaries to the Agreement.

10.2 Insurance. Workday shall maintain, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A -VII at the time of policy inception. Upon Customer's written request, Workday shall provide a certificate of insurance evidencing the following coverages: (a) Workers' Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Customer, except for those monopolistic states that do not allow it; (b) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall include Customer under a blanket additional insured endorsement with respect to the provision of services provided under this Agreement; and (c) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate. Limits for Employers Liability and Commercial General Liability may be achieved through a combination of primary and excess liability/umbrella policies to reach the level of coverage shown above. Should any of the above described policies be canceled before the expiration date thereof, notice will be delivered to Workday in accordance with policy provisions. ©2025 Workday v25.8 US and Canada Page 6 of 10
UMSA- City Of Bell Gardens, CA

00534844.0 — Confidential

10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement must be in writing and will be deemed to have been given upon: (a) personal delivery; and (b) the third business day after first class mailing.

Notices to Workday must be sent to the address shown in the Signature Document addressed to the attention of its Legal Department with a copy sent by email to iegaWworkday,com. Notices to Customer must be sent to the address shown in the Signature Document addressed to Customer's signatory of this Agreement. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.

10.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right or any other right. Other than as expressly stated, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.5 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement caused by unforeseeable events beyond that party's control and where the failure or delay is through no fault of the affected party and could not have been reasonably avoided ("Force Majeure"). Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused, provided that notice of the Force Majeure event is given in writing within 15 days after the Force Majeure event begins. Such notice shall identify the nature of the Force Majeure event, its expected duration and the probable impact on the performance of the affected party's obligations.

10.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent must not be unreasonably withheld or delayed). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) upon written notice without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee: (a) is an entity registered in a territory in which Workday is approved to provide the Service; and (b) agrees to be bound in writing by all of the terms of this Agreement and all past due Subscription Fees are paid in full. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section will be void.

Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.7 Governing Law; Waiver of Jury Trial. This Agreement, and all Claims relating to or arising from this Agreement, are governed exclusively by laws of the State of New York, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

10.8 Export. Each party shall comply with the applicable export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.

10.9 Anti -Corruption. Each party shall comply with all applicable anti -corruption Laws, in relation to this Agreement. Each party agrees that it will not offer to pay or give anything of value to anyone, including foreign governmental officials or related persons or entities on either party's behalf to corruptly: (a) influence any official act or decision; (b) secure any improper advantage; (c) obtain or retain business, or direct business to any person or entity; or (d) for the purpose of inducing or rewarding any favorable action in any matter related to the subject of this Agreement or the business of either party. Each party further agrees to keep accurate books and records in relation to this Agreement. Each party further agrees to cooperate with the other party in any anti -corruption due diligence process and/or investigation in relation to this Agreement.

10.10 Federal Government End Use Provisions (if applicable). Workday provides the pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the technical data and rights as provided herein. If a government agency has a "need for" rights not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to ©2025 Workday v25.8 US and Canada Page 7 of 10
UMSA- City Of Bell Gardens, CA

00534844.0 — Confidential
convey such rights beyond those set forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a federal prime or subcontract.

10.11 Local Law Requirements: Canada. With respect to Customers domiciled in Canada, the following provisions shall apply:
(a) Choice of Language. The parties accept that the terms of this Agreement be drafted in English. Les parties acceptent que les conditions des presentes soient redigees en anglais. (b) Gross Neglicence. "Gross Negligence" means any act or failure to act in breach of a duty of care that was intended to cause harm, which rises to the level of intentional wrongdoing, or was reckless in regard of or wanton indifference to the harmful and foreseeable consequences of such act or failure to act but does not include an act or failure to act that constituted merely a lack of due care (or a contractual breach alone).

10.12 Workday SLA Service Credits. If, in any rolling six-month period, Workday fails to meet the monthly commitments for Service Availability or Service Response (as applicable) described in the applicable Product Terms SLA (a "Failure"), Customer may request the following remedies no later than 30 days after the applicable Failure occurs: (a) a meeting to discuss possible corrective actions for the first Failure; (b) a 10% Service Credit for a second Failure; (c) a 20% Service Credit for a third Failure; and (d) a 30% Service Credit for a fourth Failure.

In this Agreement, "Service Credit" means a credit equal to the stated percentage of the applicable monthly Subscription Fee for the affected Service. Workday shall deduct the highest applicable Service Credit from the next invoice for Subscription Fees or, if there is no subsequent invoice, shall refund the Service Credit to the Customer. The remedies in this section are the Customer's exclusive remedies for any Failure.

10.13 Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form will take precedence over provisions of this MSA and over any other exhibit or attachment. Customer acknowledges that it has had the opportunity to review all exhibits and attachments hereto. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. Except as otherwise stated in the Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. Notwithstanding anything to the contrary in this Agreement, no terms or conditions in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.

Purchase orders are for administrative convenience only and Workday may issue an invoice and collect payment without a corresponding purchase order. Customer's failure or delay to issue a purchase order shall not extend the payment due date. If a purchase order is required, it must be sent by email to [email protected] 10 business days prior to the date the invoice is issued in order to be included on the related invoice. This Agreement may be executed in counterparts and/or by electronic signatures.

11. Definitions.

The following definitions shall apply to this Agreement. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Agreement" means this Main Subscription Agreement, including the SLA, Security Exhibit, Data Processing Exhibit, Business Associate Exhibit, and any other exhibits, addenda, or attachments hereto, and any fully executed Order Form.
"Audit Reports" means the (a) most recently completed security audit reports and (b) other security relevant assessment reports and certifications for the applicable Service (as identified in the Product Terms) that are prepared by Workday's independent third party audit or obtained by Workday from other independent third ©2025 Workday v25.8 US and Canada Page 8 of 10
UMSA- City Of Bell Gardens, CA

00534844.0 — Confidential
parties, which may be updated by Workday from time to time. No update will materially decrease the protections provided by the controls set forth in the applicable Audit Report during the Term. "AUP" means the acceptable use policy for the applicable Service located at https�// www.workday.com/env us/egal/universal-contract-terms-and-conditions/index.html. "Authorized Parties" means Customer's or an Affiliate's workers and third party providers who are authorized by Customer (a) in writing, (b) through the Service's security designation, or (c) by system integration or other data exchange process to access Customer's Instance or receive Customer Content. "Claim" means a claim, demand, lawsuit or other legal proceeding brought against a party to this Agreement. "Confidential Information" means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Content; (c) each party's business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know- how and other significant and valuable business information that would otherwise be considered to be trade secrets under Law, that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the negotiated terms, conditions and pricing of this Agreement (but not its existence or parties). Confidential Information does not include any information that, without the Recipient's breach of an obligation owed to the Discloser: (1) is or becomes generally known to the public; (2) was known to Recipient prior to disclosure by Discloser; (3) was independently developed by Recipient; or (4) is received by Recipient from a third party. Customer Content will not be subject to the exclusions set forth in this definition.
"Customer Content" means electronic data or information submitted to the Service by Customer or Authorized Parties.
"Customer Input" means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its users and/or Authorized Parties relating to the operation or functionality of the Service. "Data Processing Exhibit" or "DPE" means the Universal Data Processing Exhibit located at https://www.workday.com/en-us/legalluniversal-contract-terms-and-conditions/indexhtml , which may be updated by Workday from time to time to comply with applicable Data Protection Laws applicable to Workday as a Data Processor. No update will materially decrease Workday's Data Processor obligations under the DPE. "Documentation" means the then -current version of the Workday electronic Administrator Guide for the applicable Service application, which may be updated by Workday from time to time. "Enhanced Features" shall have the same meaning as set forth in the applicable Product Terms. "Improvements" means all improvements (including verification of such improvements), updates, enhancements (including Enhanced Features), error corrections, bug fixes, prevention of or addressing service or technical problems, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers. "Instance" means a unique instance of the Service, with a separate set of Customer Content held by Workday in a logically separated database (i.e., a database segregated through password -controlled access). "Intellectual Property Rights" means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
"Law" means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective party.
"Loss" means reasonable attorneys' fees and any damages or costs finally awarded or entered into in settlement of a Claim.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
©2025 Workday v25.8 US and Canada Page 9 of 10
UMSA- City Of Bell Gardens, CA

00534844.0 — Confidential
"Non -Workday Content" means a third -party product, web -based, offline, mobile, or other software application functionality or other content that is provided by Customer or a third party and interoperates with a Workday Service application.
"Order Form" means the fully executed ordering document (including Product Terms) under which Customer subscribes to Service application(s) or other services. Order Forms do not include the terms of any preprinted terms on a Customer purchase order or other terms on a purchase order that are additional or inconsistent with the terms of this Agreement.
"Personal Data" has the definition set forth in the DPE. "Product Terms" means the product terms for a specific Service application as identified via URL in or attached to the subscription Order Form, which may be updated by Workday from time to time; provided that no update will materially decrease the applicable security and privacy commitments and any such changes will not become effective until 30 days after publication of the updated Product Terms. "Production" means the Customer's use of or Workday's written verification of the availability of the Service (a) to administer its users (as identified in the applicable subscription Order Form); (b) to generate data for Customer's books/records; or (c) in any decision support capacity. Production does not include sandbox, preview, or implementation Instance.
"PSA" means the optional, separate, and independent professional services agreement between Customer and Workday related to Workday's provision of implementation and other consulting services to Customer, subject to a statement of work ("SOW").
"Security Breach" means (a) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Content; provided that an incidental disclosure of Customer Content to an Authorized Party or Workday, or incidental access to Customer Content by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a "Security Breach" for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law; (b) any Personal Data Breach as defined in the DPE; and (c) any security breach (or substantially similar term) as defined by Law affecting Customer Content.
"Security Exhibit" means the Universal Security Exhibit located at https://www.workday.com/en- usllegal/universal-contract-terms-and-conditions/indexhtml, which may be updated by Workday from time to time.

No update will materially decrease the protections provided by the controls set forth in the Security Exhibit during the Term.
"Service" means the applicable Workday software -as -a -service application and Improvements (as described in the Documentation and Product Terms) as subscribed to under an Order Form. For purposes of clarification, Service excludes professional services, support services, training services, and Non -Workday Content. "Signature Document" means the document signed by the parties which lists all the terms and conditions forming part of this Agreement to which the parties agree to be bound. "SLA" means the Production support and service level availability policy for the Service application(s) identified in the applicable Product Terms, which may be updated by Workday from time to time. No update will materially decrease Workday's responsibilities under the SLA.
"Subscription Fees" means all amounts invoiced and payable by Customer for the applicable Service under an Order Form.
©2025 Workday v25.8 US and Canada Page 10 of 10
UMSA- City Of Bell Gardens, CA

workday
ORDER FORM 00533853.0
00533853.0 — Confidential
Customer Name
City Of Bell Gardens
Workday Entity
Workday, Inc.

Address: http:li` www.workday.comlcorrtractin -entity addresses Universal Main
Subscription
Agreement (MSA)
This Order Form is subject to and governed by the attached MSA.

Product Terms
Service SKUs are subject to the applicable Product Terms available at https://www.workday.corn/en-us/legal/universal-contract-terms-and- condit'ions/index.html, which are incorporated herein by reference.

MSA and Order Form
Effective Date
The later of the dates of the parties' signatures on the Signature Document Order Term
January 16, 2026 throuch January 15, 2036
Currency
USD
Total Fees
1,153,210
Tenant (or Instance as
applicable) Base Name
Tenant Base Name is used to
generate Workday tenant
URLs.
bellgardens
Subscription Payment Schedule Table
Payment #
Payment Due Date
Payment Amount
1 Due in accordance with the MSA, invoiced upon Order Form Effective Date
66,602
2 Due on First anniversary of the Order Term start date 67,935
3 Due on Second anniversary of the Order Term start date 110,945
4 Due on Third anniversary of the Order Term start date 113,166
5 Due on Fourth anniversary of the Order Term start date 115,429
6 Due on Fifth anniversary of the Order Term start date 117,736
7 Due on Sixth anniversary of the Order Term start date 120,094
8 Due on Seventh anniversary of the Order Term start date 122,494
9 Due on Eighth anniversary of the Order Term start date 124,945
10 Due on Ninth anniversary of the Order Term start date 127,450
Total Payment Amount
1,086,796
Training Payment Schedule Table
Payment #
Payment Due Date
Payment Amount
1 Due in accordance with the MSA, invoiced upon Order Form Effective Date
51,312
2 Due on First anniversary of the Order Term start date 15,102
Total Payment Amount
66,414
©2025 Workday v25.10
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential
Subscription Fees Table
Subscription
Period
Date Range
Subscription Fee
1 January 16, 2026 through January 15, 2027
66,602
2 January 16, 2027 through January 15, 2028
67,935
3 January 16, 2028 through January 15, 2029
110,945
4 January 16, 2029 through January 15, 2030
113,166
5 January 16, 2030 through January 15, 2031
115,429
6 January 16, 2031 through January 15, 2032
117,736
7 January 16, 2032 through January 15, 2033
120,094
8 January 16, 2033 through January 15, 2034
122,494
9 January 16, 2034 through January 15, 2035
124,945
10 January 16, 2035 through January 15, 2036
127,450
Total Subscription Fee
1,086,796
For the avoidance of doubt, the Payment Schedule Table(s) will be used for invoicing purposes. The Subscription Fees Table provides the Subscription Fees for each applicable Subscription Period. The Subscription Fee for Subscription Period 2 onwards includes a capped Innovation Index of 2.0% (as defined in the Additional Definitions Section below). During the initial Order Term, any increases due to CPI (also defined below) are waived. Customer understands that the Subscription Fees above reflects Customer's planned phased deployment, and any adjustment to the deployment timeline will not result in changes to the Payment Schedule or Subscription Fees.

Subscription Rights Table
SKU
Service
Pricing
Metric
Annual Subscription Rights
LDPHCM
Core Human Capital Management -
LDP
FSE*
Full Enterprise
LDPCCB
Cloud Connect for Benefits - LDP
FSE*
Full Enterprise
LDPBEN
Benefits - LDP
FSE*
Full Enterprise
LDPUSP**
Payroll for United States - LDP
FSE*
United States -based Employees
LDPLRN
Learning - LDP
FSE*
Full Enterprise
LDPREC
Recruiting - LDP
FSE*
Full Enterprise
LDPFIN
Core Financials - LDP
FSE*
Full Enterprise
LDPPRA
Prism Analytics Essentials - LDP
Published
Data Rows
Up to 10 million Published Data
Rows at any time for each Tenant
(or Instance as applicable)

LDPPRJT
Pro'ects - LDP
FSE*
Full Enterprise
LDPTT
Time Tracking - LDP
FSE*
Full Enterprise
LDPAM
Absence Management - LDP
FSE*
Full Enterprise
LDPPRO
Procurement - LDP
FSE*
Full Enterprise
*For Pricing Metric details see the Full -Service Equivalent ("FSE") Count Table below. **Customer agrees that the number of FSE Workers for all Payrol Services and any Workday payroll connector will always be equal to the total number of FSE Workers for HCM.

Full -Service Equivalent ("FSE") Count Table
FSE Population Category
Baseline FSE Count
Full Enterprise
204
United States -based employees
204
©2025 Workday v25.10
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential
Named Support Contacts Table
Number of Named Support Contacts
*Named Support Contacts are the contacts that may request and receive support services from Workday and must be trained on the Workday product(s) for which they initiate support requests. 6 Customer Contact Information
Billing, In Care of
Responsible for payment
processing and will receive
invoicing and billing -related
communications.

Customer Support
Main point of contact for
Workday Support and will
receive initial login; credentials,
Subscriptions
Contact
Main point of contact for
responding to and fulfilling
the Growth and Expansion
Obligations.

Contact Name
Street Address
City/Town,
State/Region/County,
Zip/Post Code,
Country
7100 Garfield Ave
Bell Gardens
California
90201
United States
7100 Garfield Ave
Bell Gardens
California
90201
United States
7100 Garfield Ave
Bell Gardens
California
90201
United States
Phone/Fax #
Email (required)
Internal Reference or PO (optional)
Tax Exempt? Yes / No
If yes, US Exemption Tax Certificate or FST/VAT
Number
For customers based in the U.S., certain portions of the Service included in this Order Form can be used with optional downloadable software components ("Downloadable Components"). Any applicable tax for Downloadable Components will be separately presented on the invoice based on a valuation attributed to the Downloadable Components. As of the Order Form Effective Date, there is no value attributed to any of the Downloadable Components.

This Order Form is the Signature Document and incorporates all documents linked and/or attached.

Customer may not withhold, reduce, or set-off fees owed under this Order Form. All purchase order forms, tax exemption certificates and FSTNAT/business registration, supplier setup requests, and invoice inquiries shall be submitted to Accounts.Receivable(euworkday.com. ©2025 Workday v25.10 Page 3 of 11
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential

ADDITIONAL ORDER FORM TERMS ADDENDUM

1. General.

Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the MSA. The Total Subscription Fee is based on the maximum indicated in the Subscription Rights Table and any use in excess of such maximum(s) indicated will be subject to the Growth and Expansion section herein. Annual Subscription Rights limits may not be decreased during the Order Term.

2. FSE Metric Calculation and Worker Category Definitions.

The total FSE Count is calculated by categorizing each Worker to one of the Worker Categories below, multiplying the applicable number of Workers by the Applicable Percentage, and then adding the FSE Count for each Worker Category.

FSE Calculation Table:

Worker Category
Total Workers
Applicable
Percentage
FSE Count
Full Time Employees
160
100.0%
160
Part -Time Employees
160

25.0%
40 Associates
30 12.5%
4 Former Workers with Access
0 2.5%
0 Total FSE Count:
350
204
The Service may be used by Customer only for the Worker Categories listed above and as defined below. "Full -Time Employee" is an employee of Customer regularly scheduled for more than twenty hours per week regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Full - Time Employee will be considered non -temporary if they are hired to work for a period of more than 3 months in a given year.
"Part -Time Employee" is an employee of Customer regularly scheduled for twenty hours per week or less regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Part -Time Employee will be considered non -temporary if they are hired to work for a period of more than 3 months in a given year.
"Associate" is an individual not counted as a Full -Time or Part -Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non -employees including, but not limited to, volunteers and vendors whose Active Records are in the Service. "Former Worker with Access" is a former worker that continues to have access to the Service through the Employee Self -Service features. Former Workers with Access are only included in the Subscription Rights for the Human Capital Management Service.

Former Workers with Static Records shall be excluded from the FSE calculation but may continue to be maintained in the Service. "Static Records" are records in the Service for workers with whom Customer has no further relationship and to whom Customer does not provide self-service access. Static Records include former worker records used solely for historical reference. All other worker records are "Active Records".
©2025 Workday v25.10 Page 4 of 11
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential

3. Additional Metric Definition(s).

Additional Metric Definition Table.

Metric
Definition
LDPPRA
Published Data Rows
The total number of data rows capable of being reported upon in Customer's PRA data catalog. Published Data Rows are measured separately for each Tenant (or Instance as
applicable).

4. Growth and Expansion.

A. Annual Reporting Obligation.

Customer will report to subscriptionsRworkday.com no earlier than 90 days and no later than 60 days ("Annual Reporting Period") based on the number of Active FSE Worker Records and Additional Metrics provided below, as applicable, as of 90 days ("Count Date") prior to each anniversary of the Order Term start date. Customer agrees to pay fees for any excess Subscription Rights at the Expansion Rates described below to cover the period from the anniversary of the Order Term start date immediately following the Annual Reporting Period through the subsequent anniversary date (each a "Reporting Cycle"). Customer understands that an order form will be required to document any annual fees due pursuant to this section in its entirety. Such order form must be executed no later than 30 days prior to each anniversary of the Order Term start date until the Renewal (as defined below), at which time the Annual Reporting Obligation will be incorporated into the Renewal Term. a. FSE Metric Reporting.

Reporting for Active FSE Worker Records is based on the additional FSE Workers which are defined as any Active FSE Worker records exceeding the Baseline FSE Count.

FSE Expansion Table
SKU
Annual FSE Expansion Rate
All Service SKU(s) with the FSE Pricing Metric in
the Subscription Rights Table unless stated
otherwise within this table
430.00
LDPUSP

33.87 LDPBEN, LDPCCB

14.33 b. Additional Metric Reporting based on total cumulative number.

Reporting for the following SKU(s) is based on the total cumulative number set forth in the Subscription Rights Table for the 12 -month period preceding the Count Date. For avoidance of doubt, reporting at the end of Year 1 is based on Customer's full annual entitlement outlined in the Subscription Rights Table.
i.Additional Metric Expansion Table
Additional
ncrease
Annual Expansion Rate
for Additional Metric
Increase
c. Additional Metric Reporting based on highest daily number.

Reporting for the following SKU(s) is based on the highest daily number set forth in the Subscription Rights Table for the 12 -month period preceding the Count Date. For avoidance of doubt, reporting at the end of Year 1 is based on Customer's full annual entitlement outlined in the Subscription Rights Table.
©2025 Workday v25.10
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential
i. Additional Metric Expansion Table
SKU
Additional Metric Increase
Annual Expansion Rate
for Additional Metric
Increase
LDPPRA
Each increment of 10M Additional Published
Data Rows
29,890

5. Renewal.

Customer may renew its subscription for the Service by notifying Workday prior to the end of the Order Term and Workday will generate a new Order Form for a single three-year renewal term ("Renewal Term") at the below pricing. Such order form must be executed no later than 30 days prior to the end of this Order Term.

Renewal Table
Renewal Term Years
Annual Renewal Subscription Fees
1st year of Renewal Term
Base Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI)) 2nd year of Renewal Term
Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI))
3rd year of Renewal Term
Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI))
The "Base Subscription Fee means the Subscription Fee for the final Subscription Period listed in the Subscription Fees Table. If the final Subscription Period is a partial year, the Base Subscription Fee is the annualized value of the final Subscription Period. The Expansion Rates for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fees per year in the Renewal Table. Annual Renewal Subscription Fees are valid only if Customer's Base Subscription Fee is equal to or greater than the Base Subscription Fee defined herein. Fees for the Renewal Term are due by the first day of each corresponding year of the Renewal Term. Individual payments shall match the Annual Renewal Subscription Fee as defined in the Renewal Table above. If Customer wishes to procure any additional SKUs or Subscription Rights for a Renewal Term that are not included in the Base Subscription Fee, fees for those items will be in addition to the fees anticipated under this section.

6. Additional Definitions (as applicable).
"CPI" means the consumer price index established by the United States Department of Labor for All Urban Consumers, US City Average, All Items (change in annual average). "Renewal Term CPI" means CPI established for the calendar year prior to the most recent February 1 preceding the Renewal Term, if a positive number.
"Innovation Index" means the fixed annual rate of increase in Subscription Fees based on improved Service functionality and performance that is a result of Workday's efforts and investment in product development and infrastructure.

7. Additional Scope of Use Terms.

Prism Analytics. Customer may import and utilize third party data (including any data services that Workday may make available to Customer) with LDPPRA but only to the extent Customer has independently obtained all necessary rights and licenses to do so and Customer's use of such data is in compliance with such data provider's terms of use and applicable Laws. LDPPRA is not provided in a PCI compliant environment so it may not be used for PCI data. Customer may monitor its own usage in LDPPRA and manage Published Data Rows by unpublishing, filtering and republishing, or deleting data, in order to keep its usage of LDPPRA below the Published Data Rows limits set forth above, or Customer may purchase additional Published Data Rows entitlements (set forth in the "Growth and Expansion" section above). Workday reserves the right to monitor the number of Published Data Rows by Tenant (or Instance as applicable) used by Customer. Customer understands that if at any time Customer exceeds ©2025 Workday v25.10 Page 6 of 11
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential
the Data Limit then Customer may experience reduced performance of the Tenant (or Instance as applicable). "Data Limit" for each Tenant (or Instance as applicable) is the sum of the Published Data Row entitlement as set forth in the "Subscription Rights Table" above for a particular Tenant (or Instance as applicable) and any additional current Published Data Row entitlements purchased by Customer.

8. Customer Identification/Referenceability.

Workday may reference Customer (including use of its logo) as a customer of Workday (i) in all Workday interactions with third parties, including its prospects, customers and partners, (ii) at events and on social media and at earnings calls, and (iii) on its website, in press releases, and in presentations.

Further, at Workday's reasonable request and at Customer's reasonable discretion, Customer shall (1) make Customer's representative, as mutually agreed, available for reference calls with prospective Workday customers or industry analysts; (2) work with Workday to produce a case study (in written or video format), that describes Customer's use of the Workday Service or portion of the Service and includes supporting quotes from Customer; (3) participate in or speak at Workday -hosted prospect events; and (4) be featured in a Workday Blog, Whitepaper, or Webinar if asked to do so. ©2025 Workday v25.10 Page 7 of 11
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential

WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM
Customer may only use the Service SKUs subscribed to as indicated in the body of this Order Form.

Service
Product Line
Description
Core Human
Capital
Management -
LDP
Human Capital
Management
Core HCM includes management of the unified worker
system of record; organization management; staffing
management; basic compensation management; safety
incident tracking; business asset tracking; management of business plans. Core HCM supports the organization's
onboarding through new hire tasks; calls attention to the on -boarding process; guides workers through a checklist of actions; and enables communication of relevant
corporate and job -related information. Core HCM also
enables the creation of electronic Form l -9s for U.S.
employment verification and the ability to distribute
documents to new hires and track acknowledgements or
electronic signatures. Core HCM includes Workday
Foundation elements such as dashboards, reporting,
analytics, Business Process Framework and self-service.

Workday HCM includes connectors that facilitate
integration to select Workday partners that provide
capabilities including: recruiting, learning, time and
attendance, and user account provisioning (LDAP/Active
Directory).

Cloud Connect for
Benefits - LDP
Human Capital
Management
Cloud Connect for Benefits extends Workday HCM by
providing integration to a growing catalog of benefits
providers, including: health insurance, health and flexible spending accounts, retirement savings plans, life
insurance, AD&D insurance, and COBRA administrators.

Benefits - LDP
Human Capital
Management
Benefits enables the set-up of benefit plans, benefit
groups, eligibility rules and benefit rates; maintenance of enrollment event and cross plan rules for benefit plans; management of benefit and open enrollment events,
evidence of insurability, and individual rates for workers; and tracking of beneficiaries and dependents.

Payroll for United
States - LDP
Payroll
Workday Payroll for US supports the creation and
management of Payroll for U.S. employees. Configure
earnings, deductions, accumulations, and balances.

Identify tax authorities each company wishes to withhold for. Manage worker tax data, payment elections,
involuntary withholding orders, and payroll input.

Calculate, review/audit, and complete payrolls and
settlement runs. Configure and calculate payroll
commitments. Workday Payroll includes connectors that
facilitate integration to select Workday partners that
provide capabilities, including: time and attendance, tax filing, check orintinc, and direct deposit.

Learning - LDP
Talent Management
Workday Learning supports an organization in training and developing its workforce. This includes the ability to
manage, organize and deliver learning content using
Media Cloud, and to leverage Workday HCM data to
create targeted learning campaigns. A variety of learning content is supported - including but not limited to video, ©2025 Workday v25.10
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential
packaged third -party content, and user -generated content.

Workday Learning also offers the ability to manage
certifications and instructor -led course enrollments, and to gather feedback and analytics relating to the learning
experience.

Recruiting - LDP
Talent Management
Workday Recruiting supports an organization in its talent acquisition process. It is designed to help hiring managers and recruiters identify, hire and onboard the right talent for their business. Workday Recruiting supports the hiring
process, including pipeline management, requisition
management, job posting distribution, interview
management, offer management, as well as supports local data compliance and pre -employment activities. Workday Recruiting also offers hiring teams tools to proactively source, nurture and track internal and external prospective candidates throughout the recruiting process.

Core Financials -
LDP
Financial
Management
Core Financials provides traditional financial management and accounting functionality, including financial
management, accounting and reporting, financial
consolidation, supplier accounts, customer accounts,
business assets, cash management, budgets, contracts,
billing, and revenue recognition. Core Financials includes connectors that facilitate integration to select Workday partners that provide capabilities, including customer
relationship management, electronic payments, and
customer payments via credit card.

Prism Analytics
Essentials - LDP
Analytics and
Reporting
Workday Prism Analytics is an analytics application that provides Workday customers the ability to blend and
analyze Workday data and non -Workday data from
multiple sources. Workday Prism Analytics includes a data repository for storage and management of data, data
preparation tools for transformation and blending of data from various sources, and tools to explore and analyze the data.

Projects - LDP
Financial
Management
Projects enables organizations to create and manage
projects, initiatives, and other types of work. This includes the ability to build project plans and utilize project
breakdown structures that include phases, tasks, and
milestones as well as plan, staff, and track projects,
caoital projects, initiatives, and work efforts.

Time Tracking -
LDP
Workforce
Management
Workday Time Tracking enables the collection,
processing, and distribution of time data for a global
workforce. The Workday Time Tracking module is unified
with Workday HCM and Workday Payroll and includes
basic time scheduling, time entry (hourly, time in/time out), approvals, and configurable calculation rules.

Absence
Management -
LDP
Workforce
Management
Absence Management supports the management of leave
of absences and time off. It enables the set up and
administration of leave plans; the definition of the impact a leave has on employee compensation, as well as whether
employees can request leave types directly. It enables
viewing of leave results for a worker or organization; set up and administration of time off plans, and whether time off can be requested directly by the employee. Absence
Management enables the viewing of time off plan
©2025 Workday v25.10
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential
balances including pro'ections.

Procurement -
Spend Management
Workday Procurement includes procure to pay
LDP
functionality to address spend for goods and services,
maintain purchase items and catalogs, and create receipt accruals for approved but not yet invoiced receipts.

Workday Procurement also includes the functionality to
manage suppliers and related transactional activity on the following document types, such as supplier contracts,
recuisitions, Jurchase and change orders, and receipts. ©2025 Workday v25.10 Page 10 of 11
Order Form to MSA with City Of Bell Gardens

00533853.0 — Confidential

TRAINING ADDENDUM
Customer Name
City Of Bell Gardens
Training Terms
The Training Addendum is subject to the Training Terms located at https://www.workday,cam/en-us/legal universal-contract-terms-and- conditionsr'Index.html, which are incorporated herein by reference.

Training
Term
Subscription
January 16, 2026 through January 15, 2028
Training
Term
Credit Order
18 Months from the Order Form Effective Date
SKU
Training Offering
Quantity
TC
Training Credits
51 AK
Adoption Kit
1 LODHCM10
Learn On -Demand — HCM Library 10 Initial Users
1 LODPAY10
Learn On -Demand - Payroll/Absence/Time Tracking Library 10 Initial Users
LODFIN10
Learn On -Demand — Financials Library 10 Initial Users
1 LODTECH10
Learn On -Demand — Cross -Application Technology Library 10 Initial Users
Bulk Training Credit Rates.

The following rates apply to the bulk purchases made within the 12 -month period following the Order Form Effective Date, with the discount level based on the cumulative number of Prepaid Training Credits Acquired as determined under the Section 3.b. of the Training Terms:

Prepaid Training Credits Acquired
1-10
Rate Per Training Credit
USD $ 800
11-25
USD $ 760
26-50 USD $ 735
51-75.. USD $ 710
76-100 USD $ 685
101-249 USD $ 660
250+ USD $ 620
With respect to the Training Terms only, in the event of a conflict between the terms of the MSA, the main body of the Order Form, this Training Addendum, and the Training Terms, the order of precedence is this (i) Training Addendum, (ii) the main body of the Order Form, (iii) the Training Terms, and (iv) the MSA.
©2025 Workday v25.10 Page 11 of 11
Order Form to MSA with City Of Bell Gardens

REQUEST FOR PROPOSAL (RFP) FOR
Cloud Solutions for HR, Finance and Planning

SOLICITATION NUMBER
RFP 24-S918

PUBLICATION DATE
September 24, 2024

QUESTIONS SUBMITTED BY
October 14, 2024, 2:00 pm CT
SUBMITTAL DUE DATE AND TIME:

Thursday, November 7, 2024, 2:00pm CT
Competitive solicitation by Region 14 Education Service Center on behalf of itself and other government agencies
and made available through OMNIA Partners, Public Sector, Inc.

NOTICE TO SUPPLIER: When partnering with OMNIA Partners, Region 14 uses Bonfire ( https://omniapartners.bonfirehubcom) to advertise solicitations, manage supplier questions, receive submittals and manage submittal evaluations. Questions regarding this solicitation must be submitted through Bonfire using the Ask a Question button and should be submitted before the questions due date time stated herein. Answers to questions will be posted in Bonfire approximately one week prior to the submittal due date and time.

Public Opening: Submittals will remain sealed by Bonfire until the submittal due date and time specified herein. Submittals received outside of Bonfire will not be accepted. At the due date and time listed, or modified via addenda, submittals will be opened, read aloud publicly and suppliers' names recorded via the virtual meeting below.

Meeting URL:
https://omniapartners.zoom.us/I/83282650224?pwd=gQ07IRLeuXnNmVvFxb3d4Dflds8xkz .1&from=addon
CaII In #: (301) 715-8592
Meeting ID: 832 8265 0224
Version April 10, 2024

I. INTRODUCTION
It is the intention of Region 14 Education Service Center (herein "Region 14 ESC") to establish a contract for [insert category] for use by Region 14 ESC and other public agencies supported under this contract.

Region 14 ESC aims to achieve the following objectives through this RFP. • Provide a comprehensive competitively solicited contract offering products and services to public agencies;
• Achieve cost savings for public agencies and suppliers through a single competitive solicitation process that eliminates the need for multiple proposals; • Combine the purchasing power of public agencies to achieve cost effective pricing; • Reduce the administrative and overhead costs of public agencies and suppliers through best in class purchasing procedures.

Region 14 Education Service Center ("Region 14 ESC")
Region14 ESC schools are called Rural West Texas Schools that serve over 50,000 students in 42 school districts located in 13 counties which make up Region 14. Services are delivered to more than 3,900 professional educators and over 200 administrators who impact the lives of all of our children on 160 campus sites. There are seven institutions for higher learning including 3 universities, 3 colleges, and 1 technical college in Region 14.

National Contract
The Region 14 Education Service Center, as the Principal Procurement Agency, defined in APPENDIX B, has partnered with OMNIA Partners, Public Sector, Inc., a Delaware corporation ("OMNIA Partners") to make the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The Region 14 Education Service Center is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency") and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on APPENDIX B, or as otherwise agreed to. APPENDIX B contains additional information about OMNIA Partners and the cooperative purchasing program.

OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners' public sector subsidiaries and affiliates, our participants have access to competitively solicited and publicly awarded cooperative agreements. For all public sector contracts, the lead agency contracting process continues to be the foundation on which we were established. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non -profits.

Version April 10, 2024

OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Supplier, OMNIA Partners provides marketing and administrative support for the Supplier that directly promotes the Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Supplier benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Supplier's need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the OMNIA Partners documents APPENDIX B While no minimum volume is guaranteed to the Supplier, the estimated annual volume of Cloud Solutions for HR, Finance and Planning purchased under the Master Agreement through OMNIA Partners is approximately $100 million. This projection is based on the current annual volumes among the Region 14 Education Service Center, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and OMNIA Partners.

Version April 10, 2024

II. SCOPE
The purpose of this Solicitation is to invite qualified cloud solution providers, and As -A -Service solution vendors, to submit proposals for providing comprehensive and scalable cloud solutions for HR, Finance, and Planning. The proposed solutions should align with an organization's strategic goals to enhance operational efficiency, increase scalability, reduce IT infrastructure costs, and ensure robust data security and compliance.

Cloud Services - Types for SaaS, IaaS and PaaS
(Software -as -a -Service, Infrastructure -as -a -Service, Platform -as -a -Service) Cloud Solution Providers should identify and describe their service offerings by Cloud Service Model (i.e. SaaS, IaaS or PaaS), along with additional sub -categories and descriptors. The following sub -categories and descriptors do not make up the complete list. Cloud Service Providers must either identify the category of service from the list below or provide the sub -category and descriptors of their service offering within one of the three Cloud Service Models.

Scope of Services
• Analytics
o Data Analytics
o Business Intelligence
• Customer Relationship Management
• Citizen Relationship Management
• Data Management
• E -Discovery
• Electronic Records Management
• Enterprise Resource Planning (ERP)
o HR
• Payroll
■ Time, Attendance and Scheduling
■ Recruitment and Hiring
o Finance
■ Assume Accounts Payable / Receivable
• General Ledger
• Budget
• Procurement
• Planning
• Travel Management
• Workflow and Electronic Signature
• Other (identify additional sub -categories and/or descriptors) Version April 10, 2024

General Business Environment & Solicitation Overview:

Cloud computing is a model for enabling ubiquitous, convenient, on -demand network access to a share pool of configurable computing resources (e.g., networks, servers, storage, applications, and services) that can be rapidly provisioned and released with minimal management effort or service provider interaction.

Definitions:

Cloud based services terminology varies greatly within the information technology industry. In an effort to clarify the target audience and the intent of this solicitation effort, the following definitions are offered:

Cloud Based Services Providers
Definition - A cloud -based services provider is a person, an organization; it is the entity responsible for making a service available to interested parties. A cloud -based service provider acquires and manages the computing infrastructure required for providing the services, runs the cloud software that provides the services, and makes arrangement to deliver the cloud services to the cloud consumers through network access.

A cloud -based service provider may utilize subcontractors and/or third parties to fulfill parts of the cloud service delivery ("authorized partners").

Services & Models
All of the Cloud Service Based Models must follow the NIST definition of cloud computing found in NIST Special Publication 800-145. This cloud model is composed of five essential characteristics, three service models, and four deployment models.

A successful Offeror's cloud -based service model(s) must meet the five essential characteristics which include:

On -demand self-service. A consumer can unilaterally provision computing capabilities, such as server time and network storage, as needed automatically without requiring human interaction with each service provider.

Broad network access. Capabilities are available over the network and accessed through standard mechanisms that promote use by heterogeneous thin or thick client platforms (e.g., mobile phones, tablets, laptops, and workstations).

Resource pooling. The provider's computing resources are pooled to serve multiple consumers using a multi -tenant model, with different physical and virtual resources dynamically assigned and reassigned according to consumer demand. There is a sense of location independence in that the customer generally has no control or knowledge over the exact location of the provided resources but may be able to specify location at a higher level of abstraction (e.g., country, state, or datacenter). Examples of resources include storage, processing, memory, and network bandwidth.

Rapid elasticity. Capabilities can be elastically provisioned and released, in some cases automatically, to scale rapidly outward and inward commensurate with demand. To the consumer, the capabilities available for provisioning often appear to be unlimited and can be appropriated in any quantity at any time.

Version April 10, 2024

Measured service. Cloud systems automatically control and optimize resource use by leveraging a metering capability) at some level of abstraction appropriate to the type of service (e.g., storage, processing, bandwidth, and active user accounts). Resource usage can be monitored, controlled, and reported, providing transparency for both the provider and consumer of the utilized service.

A successful Offeror must provide at least one of the following cloud -based service models in order to be considered for award. These three cloud -based service models align with NIST requirements and standards. The cloud -based services models are defined as:

Software as a Service (SaaS) - as used in this Master Agreement is defined as the capability provided to the consumer to use the provider's applications running on a cloud infrastructure. The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web -based email), or a program interface. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited userspecific application configuration settings.

Infrastructure as a Service (IaaS) - as used in this Master Agreement is defined the capability provided to the consumer is to provision processing, storage, networks, and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications; and possibly limited control of select networking components (e.g., host firewalls).

Platform as a Service (PaaS) - as used in this Master Agreement is defined as the capability provided to the consumer to deploy onto the cloud infrastructure consumer -created or acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services, and tools from other sources. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, or storage, but has control over the deployed applications and possibly application hosting environment configurations.

A successful Offeror will have the ability to provide cloud -based services through the following deployment methods:

Private cloud. The cloud infrastructure is provisioned for exclusive use by a single organization comprising multiple consumers (e.g., business units). It may be owned, managed, and operated by the organization, a third party, or some combination of them, and it may exist on or off premises.

Community cloud. The cloud infrastructure is provisioned for exclusive use by a specific community of consumers from organizations that have shared concerns (e.g., mission, security requirements, policy, and compliance considerations). It may be owned, managed, and operated by one or more of the organizations in the community, a third party, or some combination of them, and it may exist on or off premises.

Public cloud. The cloud infrastructure is provisioned for open use by the general public. It may be owned, managed, and operated by a business, academic, or government organization, or some combination of them. It exists on the premises of the cloud provider.

Version April 10, 2024

Hybrid cloud. The cloud infrastructure is a composition of two or more distinct cloud infrastructures (private, community, or public) that remain unique entities, but are bound together by standardized or proprietary technology that enables data and application portability (e.g., cloud bursting for load balancing between clouds)
Note: In order to comply with NIST Standards and Requirements but encourage the development and use of new technologies and as new definitions or modifications of NIST Standards and Requirements are established, the scope of services for the Solicitation may be modified to align with those definitions, pursuant to Region 14 Education Service Center. The scope of services may be modified for each awarded contract if both parties agree to the modification. No contract may be extended beyond the terms of the contract included in this solicitation as a result of a modification.

Version April 10, 2024

III. INSTRUCTIONS TO SUPPLIERS

1. Submission of Response.
• Responses shall be received electronically no later than the submittal due date and time via Bonfire at https://omniapartners.bonfirehub.com/ . • Bonfire will not accept any responses after the specified due date and time. • Only responses received via Bonfire will be accepted. Faxed or mailed responses will not be accepted.
• Responses may be submitted on any or all items, unless stated otherwise. Region 14 ESC reserves the right to reject or accept any response.
• Proposals may be rejected for failure to comply with the requirements set forth in this solicitation.

2. Required Proposal Format. Responses shall be submitted electronically via Bonfire. Separate files should be used to separate the proposal into sections, as identified below. Suppliers failing to organize in the manner listed may be considered non -responsive and may not be evaluated.

It's recommended that all sections, with the exception of section 2 (Pricing), be submitted in Portable Document Format (PDF). Pricing may be submitted separately in an alternate format (e.g. xlsx, xls, csv).

Sections
Section 1 — Signature Form
Section 2 — Pricing
Section 3 — Ability to Perform, including response to the national program (Appendix B) Section 4 — References and Experience
Section 5 — Value Added Products and Services
Section 6 — Required Documents

3. Additional Agreements. If a supplier requires an additional agreement, a copy of the proposed agreement must be included with the proposal.

4. Deviations and Exceptions. Deviations or exceptions stipulated in a supplier's response may result in disqualification. It is the intent of Region 14 ESC to award a supplier's complete line of products and/or services, when possible. A response to the solicitation is an offer to contract with Region 14 ESC based upon the contract provisions contained in this solicitation, including but not limited to, the specifications, scope of work and any terms and conditions. Suppliers who wish to propose modifications to the contract provisions must clearly identify the proposed deviations and any proposed substitute language. The provisions of the solicitation cannot be modified without the express written approval of Region 14 ESC. If contract provisions are not expressly approved in writing by Region 14 ESC, the contract provisions contained in the solicitation shall prevail.

5. Disclosures.
• Supplier affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. • The supplier affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain Version April 10, 2024

any favoritism that would in any way limit competition or give an unfair advantage over other suppliers in the award of this contract.

6. Withdrawal of Response. After submittal due date and time, withdrawal of a response will not be allowed for a period of 120 days. Pricing will remain firm for 120 days from submittal.

7. Open Records Policy. Region 14 ESC is a governmental entity. Responses submitted are subject to release as public information after contracts are executed. If a supplier believes that its response, or parts of its response, may be exempted from disclosure, the supplier must specify page -by -page and line -by-line the parts of the response, which it believes, are exempt. In addition, the supplier must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the supplier are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any supplier. Supplier is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

8. Multiple Awards. Multiple contracts may be awarded as a result of the solicitation. Multiple awards will ensure that any resulting contracts fulfill current and future requirements of the diverse and large number of participating public agencies.

9. Protest. A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm Central Time.

Protests shall be filed with Region 14 ESC and shall include the following:
• Name, address and telephone number of protester;
• Original signature of protester or its representative; • Identification of the solicitation by RFP number;
• Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested.

Any protest review and action shall be considered final with no further formalities being considered.

Version April 10, 2024

IV. Region 14 - TERMS AND CONDITIONS
Assignment. Supplier may not assign its rights or obligations under this contract without the prior written permission of Region 14 ESC. Region 14 ESC will not unreasonably withhold approval for a requested assignment.

Audit Rights. Supplier shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 14 ESC and any entity that utilizes this contract. Region 14 ESC reserves the right to audit the accounting for a period of four (4) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 14 ESC shall have the authority to conduct random audits of supplier's pricing at Region 14 ESC's sole cost and expense.

Notwithstanding the foregoing, in the event that Region 14 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 14 ESC shall have the ability to conduct an extensive audit of supplier's pricing at supplier's sole cost and expense. Region 14 ESC may conduct the audit internally or may engage a third -party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 14 ESC.

Construction. Supplier shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.

Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lightning; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.

Franchise Tax. The supplier hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

Funding. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity's current revenue only. Each payment obligation created by this contract is conditioned upon the availability of city, county, state and federal funds that are appropriated Version April 10, 2024

or allocated for the payment of such an obligation. If funds are not allocated by an entity and available for the continued purchase of the services and/or materials provided under this contract, this contract may be terminated at the end of the period for which funds are available. The entity will endeavor to notify the supplier in the event that continued service will or may be affected by non -appropriation. No penalty shall accrue to the entity in the event this provision is exercised, and the entity shall not be obligated or liable for any future payments due or for any damages as a result of termination under this paragraph.

Indemnity. The awarded supplier shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the supplier, supplier employees or supplier subcontractors in the preparation of the solicitation and the later execution of the contract.

Insurance. Certificates of insurance shall be delivered to a public agency requesting them prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded supplier shall give the participating entity a minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The awarded supplier shall require all subcontractors performing any work to maintain coverage as specified.

Legal Obligations. It is the supplier's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

Non -Exclusive Contract. This contract is for the sole convenience of Region 14 ESC, which may obtain like goods or services from other sources.

Permits. Knowing and abiding by the permit laws in each state is the sole responsibility of the supplier.

Price Increases. Should it become necessary, price increase requests may be submitted quarterly the term of the contract and must be approved by Region 14 ESC in writing. Included with the request must be documentation and/or formal cost justification for these changes.

Requests will be formally reviewed, and if justified in the sole opinion of Region 14 ESC, the change will be approved.

Products. Supplier shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects.

Products and Services Additions. New products and/or services may be added to the contract quarterly during the term by Region 14 ESC's written approval, to the extent that those products and/or services are within the scope of this RFP.

Safety. Suppliers performing services shall comply with occupational safety and health rules and regulations. All suppliers and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property.

Version April 10, 2024

Tax Exempt Status. Knowing the tax laws in each state is the sole responsibility of the supplier.

Term and Renewal. The contract term is for three (3) years. The contract may be renewed for up to two (2) additional one-year terms or any combination of time not to exceed 2 years.

Maintenance/service/supplemental agreements may be issued for up to (5) years under this contract so long as the effective date of the maintenance/service/supplement agreement is prior to the expiration of the contract.

Termination. This contract may be terminated at any time by mutual written consent, or by Region 14 ESC, with or without cause, upon giving thirty (30) days written notice. Region 14, at its convenience, by written notice, may terminate this contract, in whole or in part. If this contract is terminated, Region 14 ESC shall be liable only for payment under the payment provisions of this contract for services rendered and accepted material received by Region 14 ESC before the effective date of termination. Region 14 ESC reserves the right to terminate the whole or any part of this Contract due to the failure of the supplier to carry out any term or condition of the contract.

Region 14 will issue a written ten (10) day notice of default to the supplier for acting or failing to act as specified in any of the following: in the opinion of Region 14 ESC, the supplier provides personnel that do not meet the requirements of the contract; In the opinion of Region 14 ESC, the supplier fails to perform adequately the stipulations, conditions or services/specifications required in this contract; in the opinion of Region 14 ESC, the supplier attempts to impose personnel, materials, products or workmanship of an unacceptable quality; the supplier fails to furnish the required service and/or product within the time stipulated in the contract; in the opinion of Region 14 ESC, the supplier fails to make progress in the performance of the requirements of the contract; the supplier gives Region 14 ESC a positive indication that the supplier will not or cannot perform to the requirements of the contract.

Waiver. Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract.

Version April 10, 2024

V. EVALUATION
Region 14 ESC will evaluate proposals in accordance with the criteria outlined in the solicitation subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. Award(s) will be made to the prospective supplier(s) whose response is determined to be the most advantageous.

Supplier's proposal should include the following for Region 14 ESC's evaluation:

A. Availability of Products and Pricing (40 points)

1. Provide pricing for products, services, warranties, etc. supplier proposes to offer. Price lists provided will be used to establish both the extent of a supplier's product lines, services, warranties, etc. available from the supplier and the pricing per item. Pricing should be based on a discount from a manufacturer's price list or catalog, or fixed price, or combination of both. Multiple percentage discounts are acceptable if, where different discounts apply, the different percentages are specified. Electronic Catalog and/or price lists should accompany the proposal. Additional pricing and/or discounts may be included.

Suppliers may elect to limit their proposals to any category or categories. a. Any discounts proposed shall remain the same throughout the term of the contract and at all renewal options. At a minimum, the Contractor must hold the proposed price list firm for the first 12 months after the contract award. b. Pricing is not to exceed. Unlike fixed pricing, the supplier can adjust submitted pricing lower if needed but cannot exceed the approved pricing. The contract must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable. c. Due to products and services potentially being used in response to an emergency or disaster recovery situation in which federal funding may be used, if suppliers are proposing cost plus a percentage of cost, suppliers should provide alternative pricing that does not include either cost plus a percentage of cost. If pricing is based on time and materials, a ceiling price that the supplier exceeds at its own risk will be needed as determined and set by the Participating Public Agency. If products and services are provided in a situation where an agency is eligible for federal funding, supplier is subject to and must comply with all federal requirements applicable to the funding including, but not limited to the FEMA and Additional Federal Funding Special Conditions section located in the Federal Funds Certifications Exhibit.

2. Propose the frequency of updates to the supplier's pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the contract.

3. Describe any shipping charges. All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing.

4. Describe any delivery or installation services provided by Offeror and how these services are priced. Include any fees such as setup/cleaning, design/layout, special orders, etc.

Supplier may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Supplier.

5. Describe any return and restocking fees.

6. Describe if distributors/dealers/resellers/subsidiaries/partners ("affiliates") will be used to fulfill the contract. Submit a list of those affiliates authorized to sell under the proposed Version April 10, 2024

contract. Where and how does Offeror propose to maintain an authorized affiliate list so it may be accessed by Participating Agencies? How often does the supplier propose to update the affiliate list? Confirm the Offeror reviews the financial health, debarment status and overall general capacity of authorized affiliates. Purchase orders and payment can only be made to the awarded supplier or an approved affiliate and pricing must be less than or equal to the pricing stated herein. Offerors who use authorized affiliates are responsible for ensuring authorized affiliates are performing in accordance with the contract.

7. Describe any special offers, promotions, additional discounts or rebates offered. Additional discount or rebates may be offered for large quantity purchases, single ship to location programs, growth, annual spend, guaranteed quantity, etc.

8. Describe any Leasing/Financing programs.

9. Describe how customers verify they are receiving the correct contract pricing.

10. Describe supplier's invoicing process. Include payment terms and acceptable methods of payments. Suppliers shall describe any associated fees pertaining to credit cards/p-cards.

11. Describe how future product introductions will be priced and align with contracting pricing proposed.

12. Provide any additional information relevant to this section.

B. Ability to Perform (30 points)

1. Include a detailed response to Appendix B, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how supplier will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners.

2. The successful supplier will be required to sign Appendix B, Exhibit B, OMNIA Partners Administration Agreement prior to contract award. Suppliers should have any reviews required to sign the document prior to submitting a response. Supplier's response should include any proposed exceptions to OMNIA Partners Administration Agreement.

3. Include completed Appendix B, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance.

4. Provide available ordering methods (online ordering, order tracking, search options, order history, etc.).

5. What is supplier's average on time delivery rate? Describe Supplier's history of meeting the shipping and delivery timelines.

6. Describe how supplier responds to emergency orders.

7. What is supplier's average Fill Rate?

8. Describe supplier's return and restocking policy.

9. Describe supplier's ability to meet service and warranty needs. Proposal should address life expectancy of equipment under normal use; applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period; availability of replacement parts; and detailed information as to proposed return policy on all equipment.

10. Describe any extended warranty programs or service maintenance programs.

11. The supplier shall provide timely and accurate technical advice and sales support. The supplier shall respond to such requests within one (1) working day after receipt of the request. Describe supplier's customer service/problem resolution process and ability to meet the one working day response time. Include hours of operation, number of services, etc.

12. Describe supplier's contract implementation/customer transition plan.

13. Describe the financial condition of supplier.

Version April 10, 2024

14. Provide a website link to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website's capabilities and functionality.

15. Describe the supplier's safety record.

16. Describe technology used to support the contract.

17. Provide any additional information relevant to this section.

C. References and Experience (20 points)

1. Provide a brief history of the supplier, including year it was established and corporate office location.

2. Describe supplier's reputation in the marketplace.

3. Describe supplier's reputation of products and services in the marketplace.

4. Describe the experience and qualification of key employees.

5. Describe supplier's experience working with the government sector.

6. Describe any social diversity initiatives.

7. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors.

8. Provide a minimum of 5 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume.

9. Region 14 ESC reserves the right to make such additional investigations as it deems necessary to establish the competence and financial stability of any submitting a proposal.

10. Provide any additional information relevant to this section.

D. Value Added Products/Services (10 points)

1. Provide any additional information related to products and services supplier proposes to enhance and add value to the contract.

2. Provide any additional equipment offerings: Used, Parts, Accessories, Service and Repair, Trade -Ins, may be included by providing a pricing structure for each of these items.

3. Describe any equipment reconditioning and recertification offerings.

E. Clarifications/Discussions. Region 14 ESC may request additional information or clarification from any of the suppliers after review of the proposals received for the sole purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give supplier an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those supplier's whose proposals are determined to be reasonably susceptible of being selected for award. Region 14 ESC will not assist supplier in bringing its proposal up to the level of other proposals through clarifications or discussions. Region 14 ESC will not indicate to supplier a cost or price that it must meet to obtain further consideration, nor will it provide any information about other suppliers' proposals or prices.

F. Competitive Range or Shortlist. It may be necessary for Region 14 ESC to establish a competitive range or shortlist. Responses not in the competitive range or shortlist do not receive further award consideration. Region 14 ESC may determine establishing a competitive range or shortlist is not necessary. Inclusion in the competitive range or shortlist does not constitute a contract award. Should a competitive range or shortlist be used, further evaluation and scoring to determine contract award will be used.

Version April 10, 2024

G. Oral Presentations/Interviews. Region 14 ESC reserves the right to conduct interviews with some or all of the suppliers at any point during the evaluation process. However, Region 14 ESC may determine that interviews are not necessary. In the event interviews are conducted, information provided during the interview process shall be taken into consideration when evaluating the stated criteria. Region 14 ESC shall not reimburse the supplier for costs associated with the interview process.

H. Contract Negotiations. Exclusive or concurrent negotiations may be conducted with responsible supplier(s) for the purpose of altering or otherwise changing the conditions, terms and price of the proposed contract unless prohibited. Suppliers shall be accorded fair and equal treatment in conducting negotiations and there shall be no disclosure of any information derived from proposals submitted by competing suppliers. Exclusive or concurrent negotiations shall not constitute a contract award nor shall it confer any property rights to the successful supplier. In the event Region 14 ESC deems that negotiations are not progressing; Region 14 ESC may formally terminate these negotiations and may enter into subsequent concurrent or exclusive negotiation with the next most qualified supplier(s).

I. Past Performance. Past performance is relevant information regarding a supplier's actions under previously awarded contracts; including the administrative aspects of performance; the supplier's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the supplier's businesslike concern for the interests of the customer. Past performance will be considered in the evaluation of the responses.

Version April 10, 2024

VI. SIGNATURE FORM
A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective supplier must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process.

A contract award letter issued by Region 14 ESC is the counter -signature document establishing acceptance of the contract.

The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless conspicuously noted by the supplier following the requirements of Deviations and Exceptions section in the Instructions to Suppliers. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this response in collusion with any other supplier and that the contents of this proposal as to prices, terms or conditions of this response have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal.

Prices are guaranteed for 120 days.

Company Name
Address
City
State Zip
Telephone Number Fax Number
Email Address
Printed Name Position
Authorized Signature
Version April 10, 2024

Appendix A — Required Documents

1. Antitrust Certification Statement (Tex. Government Code § 2155.005)

2. Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295)

3. Texas Government Code 2270 Verification Form

4. Any additional agreements supplier will require Participating Agencies to sign Version April 10, 2024

Appendix A, Doc #1

ANTITRUST CERTIFICATION STATEMENTS
(Tex. Government Code § 2155.005)
Attorney General Form
I affirm under penalty of perjury of the laws of the State of Texas that:

1. I am duly authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;

2. In connection with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;

3. In connection with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and

4. Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

Company Contact
Signature
Printed Name
Address Position with Company
Official
Authorizing
Proposal
Signature
Printed Name
Phone
Position with Company
Fax
Version April 10, 2024

Appendix A, DOC # 2
Implementation of House Bill 1295
Certificate of Interested Parties (Form 1295):

In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016.

The Texas Ethics Commission was required to adopt rules necessary to implement that law, prescribe the disclosure of interested parties form, and post a copy of the form on the commission's website. The commission adopted the Certificate of Interested Parties form (Form 1295) on October 5, 2015. The commission also adopted new rules (Chapter 46) on November 30, 2015, to implement the law. The commission does not have any additional authority to enforce or interpret House Bill 1295.

Filing Process:

Staring on January 1, 2016, the commission made available on its website a new filing application that must be used to file Form 1295. A business entity must use the application to enter the required information on Form 1295 and print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. An authorized agent of the business entity must sign the printed copy of the form. The completed Form 1295 with the certification of filing must be filed with the governmental body or state agency with which the business entity is entering into the contract.

The governmental entity or state agency must notify the commission, using the commission's filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. This process is known as acknowledging the certificate. The commission will post the acknowledged Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency. The posted acknowledged form does not contain the declaration of signature information provided by the business.

A certificate will stay in the pending state until it is acknowledged by the governmental agency.

Only acknowledged certificates are posted to the commission's website.

Electronic Filing Application:
https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm Frequently Asked Questions:
https://www.ethics.state.tx.us/resources/FAQs/FAQ Form1295.php Changes to Form 1295: https://www.ethics.state.tx.us/data/filinginfo/1295Changes.pdf Version April 10, 2024

Appendix A, DOC # 3
Texas Government Code 2270 Verification Form
House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract.

Furthermore, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller.
, as an authorized representative of
, a contractor engaged by
Insert Name of Company
Region 14 Education Service Center, 1850 Highway 351, Abilene, Texas 79601, verify by this writing that the above -named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above -named Texas governmental entity in the future.

Also, our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf .

I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above -named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above -named Texas governmental entity.

I swear and affirm that the above is true and correct.

Signature of Named Authorized Company Representative Date Version April 10, 2024

Appendix B - OMNIA Partners Exhibits
Appendix B — OMNIA Partners Exhibits
[Insert OMNIA Partners Exhibits]
Version April 10, 2024

APPENDIX B
OMNIA®

PARTNERS
Requirements for National Cooperative Contract To Be Administered by OMNIA Partners The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier's review and response.

Exhibit A — Response for National Cooperative Contract
Exhibit B — Administration Agreement, Example
Exhibit C Master Intergovernmental Cooperative Purchasing Agreement, Example Exhibit D — Principal Procurement Agency Certificate, Example Exhibit E — Contract Sales Reporting Template
Exhibit F — Federal Funds Certifications
Exhibit G — New Jersey Business Compliance
Exhibit H — Advertising Compliance Requirement
Version June 26, 2024

Exhibit A
Response for National Cooperative Contract

1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners.

1.1 Requirement
The Region 14 Education Service Center (hereinafter defined and referred to as "Principal Procurement Agency"), on behalf of itself and OMNIA Partners, Public Sector, Inc., a Delaware corporation ("OMNIA Partners"), is requesting proposals for Cloud Solutions for HR, Finance and Planning. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal ("Master Agreement") be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners' cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through. OMNIA Partners.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state.

This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners' requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners.

Version June 26, 2024

These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies.

1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.

OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support.

The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include:

A. Marketing collateral (print, electronic, email, presentations) B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include:

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams
Version June 26, 2024

The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
Suppliers are required to pay an Administrative Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier's option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners' technology platform.

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $100 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.

1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners' option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency.

Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency's purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., Version June 26, 2024

governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) ("Supplemental Agreement"). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not -to -exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).

All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies' purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.

1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners' cooperative program:

A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier's primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier's need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

2.1 Corporate Commitment
Version June 26, 2024

Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is Supplier's primary "go to market" strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.

2.2 Pricing Commitment
Supplier commits the not -to -exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

3.0 SUPPLIER RESPONSE
Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

3.1 Company
A. Brief history and description of Supplier to include experience providing similar products and services.

B. Total number and location of salespersons employed by Supplier.

C. Number and location of support centers (if applicable) and location of corporate office.

D. Annual sales for the three previous fiscal years.
a. Submit FEIN and Dunn & Bradstreet report.

Version June 26, 2024

E. Describe any green or environmental initiatives or policies.

F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement.

Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
❑ Yes ❑ No
If yes, list certifying agency:
b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE)
❑ Yes ❑ No
If yes, list certifying agency:
c. Historically Underutilized Business (HUB)
❑ Yes ❑ No
If yes, list certifying agency:
d. Historically Underutilized Business Zone Enterprise (HUBZone) ❑ Yes ❑ No
If yes, list certifying agency:
e. Other recognized diversity certificate holder
❑ Yes ❑ No
If yes, list certifying agency:

H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority -owned standards.

If any, list which certifications subcontractors hold and certifying agency.

I. Describe how supplier differentiates itself from its competitors.

J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or Version June 26, 2024

c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

L. Describe any debarment or suspension actions taken against supplier

3.2 Distribution, Logistics
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

B. Describe how supplier proposes to distribute the products/service nationwide.

Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

E. Provide the number, size and location of Supplier's distribution facilities, warehouses and retail network as applicable.

3.3 Marketing and Sales
A. Given the public nature of the solicitation and contract, OMNIA Partners makes solicitation and contract documentation, including pricing documents, available on its website so Participating Public Agencies may easily conduct their due diligence. Describe any portions of the response that should not be available on the website and why those portions should not be available.

B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier's primary go to market strategy for Public Agencies to supplier's teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go -to -market strategy within first 10 days ii. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days
C. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as Version June 26, 2024

well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co -branded press release to trade publications Announcement, Master Agreement details and contact information published on the Supplier's website within first 90 days iii. Design, publication and distribution of co -branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e.

Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier -specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners intemet web -based homepage on Supplier's website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners' website including the online registration page;
• A dedicated toll -free number and email address for OMNIA Partners
D. Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners.

Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications Version June 26, 2024

and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

F. Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier's sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
G. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts H. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts
I. Describe in detail how Supplier's national sales force is structured, including contact information for the highest -level executive in charge of the sales team.

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set- up, timely contract administration, etc.

Version June 26, 2024

K. State the amount of Supplier's Public Agency sales for the previous fiscal year.

Provide a list of Supplier's top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

L. Describe Supplier's information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

M. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales").
$ .00 in year one
$ .00 in year two
$ .00 in year three
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).
ii. If competitive conditions require pricing lower than the standard Master Agreement not -to -exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.

Detail Supplier's strategies under these options when responding to a solicitation.

Version June 26, 2024

Exhibit B
Administration Agreement, Example

ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this day of 20 , between OMNIA Partners, Public Sector, Inc., a Delaware corporation ("OMNIA Partners"), and ("Supplier").

RECITALS
WHEREAS, the (the "Principal Procurement Agency") has
entered into a Master Agreement effective , Agreement No , by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the "Master Agreement"), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of (the "Product");
WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, "Public Agencies"), that register (either via registration on the OMNIA Partners website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a "Participating Public Agency") may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies;
WHEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency;
WHEREAS, Principal Procurement Agency desires OMN1A Partners to proceed with administration of the Master Agreement; and
WHEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier.

NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners and Supplier hereby agree as follows:

DEFINITIONS

1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement.

Version June 26, 2024

TERMS AND CONDITIONS

2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof.

3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. Furthermore, OMNIA Partners shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement.

4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement.

5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer, re -marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement.

6. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, when applicable, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) United States federal and state information security and privacy statutes, regulations and/or best practices, including, without limitation, the Gramm -Leach -Bliley Act, the Massachusetts Data Security Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.R.S. § 603A), the California data security law (Cal. Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (collectively, "Data Regulations").

With regard to Personal Information that Supplier collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance of the Agreement, Supplier agrees that it will not: (i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such Personal Information to another Version June 26, 2024

business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Supplier certifies that it understands the specific restrictions contained in this Section 6 and will comply with them. For purposes hereof, "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of "personal infoi,tiation" as defined under Data Regulations, as defined herein. Supplier will reasonably assist OMNIA Partners in timely responding to any third party "request to know" or "request to delete" (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners' behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete.

7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA

PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS

AND WARRANTIES REGARDING OMNIA PARTNERS' PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA

PARTNERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL,

INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM OF AGREEMENT; TERMINATION

8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 — 7 and 10 — 21, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement.

NATIONAL PROMOTION

9. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement's products and services to Public Agencies and such agencies' employees.

Supplier shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website( www.omnia3artners.com/publicsector) or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency's first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases.

10. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners or posts on the OMNIA Partners website.

Supplier shall indemnify, defend and hold harmless OMNIA Partners for use of all such content and Version June 26, 2024