Exhibit 1
RESOLUTION NO. 2026-164
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO. 2 TO THE AGREEMENT WITH AVAAP U.S.A. LLC FOR
WORKDAY IMPLEMENTATION SERVICES IN AN AMOUNT NOT TO EXCEED $907,500 OVER THE EXTENDED TERM OF THE AGREEMENT, FOR A NEW NOT TO EXCEED AGREEMENT TOTAL OF $5,198,931
WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management, finance, cashiering, and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support human capital management, financial, cashiering, and utility billing systems; and
WHEREAS, staff selected Avaap U.S.A. LLC as the vendor for Workday implementation services following formal bidding procedures; and
WHEREAS, on April 29, 2025, the City Council approved an agreement with Avaap U.S.A. LLC for implementation services for the Workday Human Capital Management and Financials System for an amount not to exceed $4,111,800 over a three-year period (“Agreement”) (Resolution 2025-093); and
WHEREAS, Amendment No. 1 to the Agreement was executed by the City Manager on June 23, 2026, in the amount of $179,631 for additional support services; and WHEREAS, Amendment No. 2 to the Agreement in the amount of $907,500 for a term extension and additional implementation support requires City Council approval; and WHEREAS, the Carlsbad Municipal Code 3.28. 060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $250,000 per agreement year; and
WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for Amendment No. 2 costs; and Sept. 1, 2026
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Docusign Envelope ID: C2AB38A3-AE6D-8F95-824F-48C9AC767E57 Docusign Envelope ID: 6F567E29-F49C-8681-80E0-44C23C1EB793 WHEREAS, the City Manage r will have the authority to execute Amendment No. 2 to the Agreement wi
th Avaap U.S.A. LLC to extend the project schedule and add implementation support in an amount not to exceed $907,500 for a new Agreement total not to exceed $5,198,931.
NOW, T
HEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows:
1. That t
he above recitations are true and correct.
2. The proposed action is not a “project” as defined by California Environmental Quality Act, or CEQA, Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of an amendment to an agreement for implementation services of an information technology application. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.
3. That Amendment No. 2 is hereby authorized for a term extension and additional implementation support with Avaap U.S.A. LLC in the amount of $907,500 with a new Agreement total not to exceed $5,198,931 (Attachment A).
4. That the City Manager is authorized to execute all required documents on behalf of the City.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 1st day of September, 2026, by the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Burkholder, Shin.
NAYS:
ABSTAIN:
ABSENT:
None.
Acosta.
None.
_____________
_________________________
KEITH BLACKBURN, Mayor
____________________ __________________
SHERRY FREISINGER, City Clerk
(SEAL)
Sept. 1, 2026
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City Attorney Approved 5/30/2025
1 AMENDMENT NO. 2 TO MASTER SERVICES AGREEMENT
FOR WORKDAY DEPLOYMENT SERVICES
AVAAP U.S.A., LLC
This Amendment No. 2 is entered into and effective as of the ______ day of _________
_____________________, 2026, amending the master services agreement dated April 29, 2025 (“Agreement”) by and between the City of Carlsbad, California, a municipal corporation, ("City"), and AVAAP U.S.A. LLC, a Dela ware limited liability company (“Contractor") (collectively, the “Parties”) for Workday Deployment Services.
RECITALS
A. On June 23, 2026, the Parties executed Amendment No. 1 to the Agreement to inc
orporate additional integrations, complete a security role review, provide additional data validation, and provide additional training/knowledge transfer documentation; and B. The Parties desire to amend the Agreement’s scope of work to extend the project i
mplementation schedule; and
C. The Parties have negotiated and agreed to a project change order, which is attached to and incorporated by this reference as Exhibit "A", Project Change Order.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained her
ein, City and Contractor agree as follows:
1. In addition to those Services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A".
2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed nine hundred seven thousand five hundred dollars ($907,500.00) invoiced according to the amended milestone schedule outlined in Exhibit “A”.
3. With this Amendment, the total Agreement amount shall not exceed five million one hundred ninety-eight thou sand nine hundred th irty-one dollars ($5,198,931.00).
4. Contractor will complete all work described in Exhibit “A” by June 30, 2027.
5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect.
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Attachment A
Sept. 1, 2026
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September
City Attorney Approved 5/30/2025
2 6. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment.
7. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California AVAAP U.S.A. LLC, a Delaware limited liability company
B
y: By:
(sign here) City Manager
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By
Morgen Fry, Assistant City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by Contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
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Sept. 1, 2026
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Exhibit “A”
Project Change
This Project Change Order amends the Statement of Work (SOW) referenced below and incorporates the terms of the Agreement (defined below). In the event of a conflict in terms between this Change Order and the Agreement, the terms of this Change Order shall prevail.
Client: City of Carlsbad (CoC)
Project Change Order Date: 8/5/26
SOW #, Project Name: 001, City of Carlsbad – ERP System Project Project Change Order #, Name: CO2 - City of Carlsbad Contract Amendment 2 Prepared By: Melissa Axelson
Internal Business Drivers and Reason for Change:
Extend go live date to December 21, 2026 with c ontinued support through February 12, 2026.
Business drivers and reasons for this change:
x Allow additional time to fully review configuration requirements x Provide an additional End-to-End test time
x Extend the effective duration for Go-Live Readiness activities CoC resources x Provide additional time for integration design, development, and testing x Provide additional time for custom report design, development, and testing x Extend the amount of time for the required two cycles of payroll parallel testing
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Sept. 1, 2026
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Docusign Envelope ID: C2AB38A3-AE6D-8F95-824F-48C9AC767E57 Docusign Envelope ID: 6F567E29-F49C-8681-80E0-44C23C1EB793 Scope of Change
x Eight weeks of additional End-to-End testing
x Two additional weeks of Parallel Testing
x Four additional weeks of Go-Live Readiness support
x Additional upload of time off requests required at time of go-live. x Remove the following integrations from scope:
o INT080 Questica Accounting Journals Outbound API
o INT081 Questica Budget Amendments Outbound API
o INT082 Questica Employees EIB Outbound
o INT083 Questica Position EIB Outbound
o INT084 Questica Position Allocations EIB Outbound
x Add an additional 30 Reports to Scope
Timeline for Change
See Appendix A for the revised timeline.
Assumptions
x All Assumptions from the original SOW remain in place. x All Reporting Repository requirements should be finalized by Carlsbad no later than September 15th, 2026 in order to deliver the additional reports by go-live. x The Project Change Order estimate is valid for 30 calendar days from submission to Client for approval, unless otherwise agreed to by both parties.
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Sept. 1, 2026
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Docusign Envelope ID: C2AB38A3-AE6D-8F95-824F-48C9AC767E57 Docusign Envelope ID: 6F567E29-F49C-8681-80E0-44C23C1EB793 Estimated Change Order Implementation Fees
Avaap recognizes the Fixed Fee basis of the SOW and associated Milestone Payment Schedule.
Avaap shall perform and complete all Services described in this change order for an aggregate fee, exclusive of applicable tax and out-of-pocket expenses, equal to USD $907,500 (the “Fees”).
The Payment Schedule is revised as follows:
Original Payment Schedules (Contract Amendment 1):
Invoice Invoice Amount Invoice Date [or Milestone] Milestone Completion Documentation
1 5/5/25 $ 390,000.00 Mobilization Fee
2 5/30/25 $ 350,000.00 Phase 0 Pre-Plan
3 9/1/25 $ 675,000.00 Phase 1 Plan
4 11/15/26 $ 775,000.00 Phase 2 – A&C Part1
5 3/3/26 $ 775,000.00 Phase 2 – A&C Part 2
6 7/28/26 $ 525,000.00 Phase 3 – Test
6a 7/28/26 $ 103,881.00
Contract Amendment No.
1 (Line items 1, 2, 4, & 5)
7 10/1/26 $ 250,000.00 Phase 4 – Deploy
7a 10/1/26 $ 75,750.00
Contract Amendment No. 1
(Line item 3)
8 11/25/26 $ 123,400.00 Phase 5 – Post-Prod
9 Monthly $ 98,400.00 Ongoing Support (Billed as Time and Material)
10 Monthly $ 150,000.00 Travel Expenses (Billed as Time and Material)
Original Total $ 4,111,800.00
Amendment Total $ 179,631.00
Amended Total $ 4,291,431.00
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Sept. 1, 2026
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Docusign Envelope ID: C2AB38A3-AE6D-8F95-824F-48C9AC767E57 Docusign Envelope ID: 6F567E29-F49C-8681-80E0-44C23C1EB793 Revised Payment Schedules:
Invoice Invoice Amount Invoice Date [or Milestone] Milestone Completion Documentation
1 5/5/25 $ 390,000.00 Mobilization Fee
2 5/30/25 $ 350,000.00 Phase 0 Pre-Plan
3 9/1/25 $ 675,000.00 Phase 1 Plan
4 11/15/26 $ 775,000.00 Phase 2 – A&C Part1
5 3/3/26 $ 775,000.00 Phase 2 – A&C Part 2
6 7/28/26 $ 525,000.00 Phase 3 – Test Part 1
6a 7/28/26
$ 103,881.00
Contract Amendment
No. 1 (Line items 1, 2, 4,
& 5)
6b 9/15/26
$ 420,000.00 Phase 3 – Test Part 2
Contract Amendment
No. 2
6c 11/1/26
$ 420,000.00 Phase 3 – Test Part 3
Contract Amendment
No. 2
7 1/1/26 $ 250,000.00 Phase 4 – Deploy
7a 1/1/27 $ 75,750.00
Contract Amendment No. 1
(Line item 3)
7b 1/1/27
$ 67,500.00
Reporting Development
& Testing -Contract
Amendment No 2
8 2/26/2027 $ 123,400.00 Phase 5 – Post-Prod
9 Monthly $ 98,400.00 Ongoing Support (Billed
as Time and Material)
10 Monthly $ 150,000.00 Travel Expenses (Billed
as Time and Material)
Previous Total $ 4,291,431.00
Amendment Total $ 907,500.00
Amended Total $ 5,198,931.00
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Sept. 1, 2026
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Docusign Envelope ID: C2AB38A3-AE6D-8F95-824F-48C9AC767E57 Docusign Envelope ID: 6F567E29-F49C-8681-80E0-44C23C1EB793 Appendix A – Revised Graphical Timeline
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Sept. 1, 2026
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Docusign Envelope ID: C2AB38A3-AE6D-8F95-824F-48C9AC767E57 Docusign Envelope ID: 6F567E29-F49C-8681-80E0-44C23C1EB793