Corona City Council
November 6, 2024

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UNIVERSAL DATA PROCESSING EXHIBIT
Workday Universal Data Processing Exhibit Customer
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This Universal Data Processing Exhibit is an exhibit to the Agreement between Workday and Customer and sets forth the obligations of the parties regarding the Processing of Personal Data pursuant to such Agreement.

1. Definitions
Unless otherwise defined below, all capitalized terms have the meaning given within the applicable Agreement and/or exhibits thereto.
means the MSA, the Professional Services Agreement, and Order Forms, including any exhibits or attachments applicable to the Covered Service.
means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations. means (i) Customer Data, (ii) Professional Services Data, and (iii) any other electronic data or information submitted by or on behalf of Customer to a Covered Service. means (i) any Service provided under an Order Form that specifically refers to this DPE, and/or, (ii) any Professional Services.

Audit means optional, fee-based customer audit program as described in the Customer Audit Program Order Form for Covered Services.
or means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
means this Universal Data Processing Exhibit including any appendices, annexures or documents incorporated by reference.
or means the entity which Processes Personal Data on behalf of the Data Controller, A.
means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations, including without limitation the GDPR, and implementations of the GDPR into national law, and CCPA, in each case as may be amended or superseded from time to time.
means the person to whom the Personal Data relates.

Europe or European means the European Economic Area EEA the United Kingdom UK and Switzerland. means either or both the (i) General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), and (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR") as the context may require.
means any Covered Data that relates to an identified or identifiable natural person. means (i) any
Security Breach affecting Personal Data.
or means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying.
means the professional or consulting services provided to Customer under a Professional Services Agreement.
means any agreement between the parties for the provision of consulting or professional services, including but not limited to the following agreements or terms: the Professional Services Agreement, the Delivery Assurance terms, the Professional Services Addendum, and/or the Consulting and Training Addendum and Amendment.

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Professional Services Data
Services Agreement for the purpose of being input into a Service, or Covered Data accessed within or extracted from the means: (i) where the EU GDPR applies, a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a country outside the UK which is not based on adequacy regulations pursuant to Section 17A of the UK Data Protection Act 2018 as amended or replaced applies, a country outside Switzerland which has not been recognized to provide an adequate level of protection by the Federal Data Protection and Information Commissioner. "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of Personal Data from the EEA to a Restricted Country; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to a Restricted Country; and (iii) where the Swiss FADP applies, a transfer of Personal Data from Switzerland to a Restricted Country. means (i) where the EU GDPR applies, the standard contractual clauses annexed to the European Implementing Decision 2021/914 of 4 June 2021 for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, the Commissioner under s.119A(1) of the UK DPA ("UK Addendum"). means a Workday Affiliate or third-party entity engaged by Workday or a Workday Affiliate as a Data Processor under this DPE.
means the subprocessor list identifying the Subprocessors that are authorized to Process Personal https://www.workday.com/enus/legal/subprocessors.html). or
thr https://www.workday.com/en-us/why-workday/security-trust.html).

2. Processing Personal Data

2.1 Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by Workday to provide the Covered Service. For the purposes of this DPE, Customer is the Data Controller and Workday is the Data Processor, except when Customer acts as a Data Processor of Personal Data, in which case Workday is a subprocessor.

2.2 Instructions for Processing. Workday shall Process Personal Data in accordance with instructions. Customer instructs Workday to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE) and as further specified via use of the Covered Service. Customer may provide additional instructions to Workday to Process Personal Data, however Workday shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE. To the extent the CCPA applies to Personal Data, Workday will not (i) Sell Personal Data, nor (ii) retain, use or disclose Personal Data for any meaning set forth in the CCPA.

2.3 Compliance with Laws. Workday shall comply with all Data Protection Laws applicable to Workday in its role as a Data Processor Processing Personal Data. Customer shall comply with all Data Protection Laws applicable to Customer as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable Workday to carry out lawfully the Processing contemplated by this DPE. Customer shall ensure that any instruction it issues to Workday complies with applicable Data Protection Laws. Workday shall inform Customer without undue delay if, in its reasonable opinion, an instruction issued by Customer violates applicable European Data Protection Laws.

3. Subprocessors

3.1 Use of Subprocessors. Customer hereby agrees and provides a general authorization that Workday and Workday Affiliates may engage Subprocessors. Workday or the relevant Workday Affiliate engaging a Subprocessor shall ensure

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that such Subprocessor has entered into a written agreement that is no less protective than this DPE. Workday shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by Workday.

3.2 Notification of New Subprocessors. Workday shall make available to Customer a Subprocessor List and provide Customer with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, Workday shall provide notice to Customer by updating the Subprocessor List.

3.3 Subprocessor Objection Right. This Section 3.3 shall apply only where and to the extent that Customer is established within Europe or where otherwise required by Data Protection Laws applicable to Customer. In such event, if Customer objects on reasonable grounds relating to data protection to use of a new Subprocessor then Customer shall promptly, and within fourteen (14) days following notification pursuant to Section 3.2 above, provide written notice of such objection to Workday. Should Workday choose to retain the objected-to Subprocessor, Workday will notify Customer at least fourteen (14) days before authorizing the Subprocessor to Process Personal Data and Customer may terminate the relevant portion(s) of the Covered Service within thirty (30) days. Upon any termination by Customer pursuant to this Section, Workday shall refund Customer any prepaid fees for the terminated portion(s) of the Covered Service that were to be provided after the effective date of termination.

4. Data Subject Rights

4.1 Assistance with Data Subject Requests. Workday will, in a manner consistent with the functionality of the Covered Service and role as a Data Processor, provide reasonable support to Customer to enable Customer to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws Data Subject Requests

4.2 Handling of Data Subject Requests. For the avoidance of doubt, Customer is responsible for responding to Data Subject Requests. If Workday receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, Workday will promptly forward such request or complaint to Customer, provided the Data Subject has given sufficient information for Workday to identify Customer.

5. Workday Personnel
Workday shall require screening of its personnel who may have access to Personal Data and shall require such personnel (i) to Process Personal Data in accordance with forth in this DPE, (ii) to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data; and (iii) to be subject to confidentiality obligations which survive their termination of employment.

6. Personal Data Breach
If Workday becomes aware of a Personal Data Breach, it shall without undue delay notify Customer in accordance with the Security Breach provisions of the MSA. Workday shall take appropriate measures to address and mitigate the adverse effects of the Personal Data Breach. To the extent Customer requires additional information from Workday to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, Workday shall provide reasonable assistance to provide such information to Customer taking into account the nature of Processing and the information available to Workday.

7. Security of Processing
Workday shall implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as described in the Universal Security Exhibit.

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8. Audit
-current SOC 1 and SOC 2 audit reports (or comparable
industry- certifications will be used to satisfy any audit or inspection requests by or on behalf of Customer, and Workday shall make such reports available to Customer. If Customer requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Program.

9. Return and Deletion of Personal Data
Upon termination of the Covered Service, Workday shall return and delete Personal Data in accordance with the relevant provisions of the Agreement.

10. Transfers of European Personal Data

10.1 Transfer Safeguards. The transfer safeguards listed below shall apply to all Restricted Transfers.

10.2 BCRs. For the Covered Services identified in Addendum B, the Workday BCRs apply to the Processing of Personal Data of a Customer or Customer Affiliate established in the EEA. In this event, all provisions of the Workday BCRs are incorporated by this reference and shall be binding and enforceable for Customer according to Section 1.4 of the Workday BCRs as if they were set forth in this DPE in their entirety. If any conflict or inconsistency arises between this DPE and the Workday BCRs, the Workday BCRs shall prevail.

10.3 Processor-to-Processor SCCs. Where Workday is located within Europe, Workday has implemented and complies with the SCCs for any Restricted Transfers of Personal Data from Workday (as to Subprocessors

10.4 Controller-to-Processor SCCs. Where Workday is located in a Restricted Country, the SCCs will apply to any

10.4.1 EU Personal Data. In relation to Personal Data protected by the EU GDPR, the EU SCCs will apply completed as follows:
(i) Module 2 applies unless the Customer is a Processor in which case Module 3 applies; (ii) in Clause 7, the optional docking clause will not apply; (iii) in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes will be in accordance with the notification process set out in Section 3.2 of this DPE; (iv) in Clause 11, the optional redress language will not apply; (v) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by the law specified in the MSA, provided that law is an EEA Member State law recognizing third party beneficiary rights, otherwise, the laws of Ireland apply; (vi) in Clause 18(b), disputes shall be resolved before the courts specified in the MSA, provided these courts are located in an EAA Member State, otherwise those courts shall be the courts of Ireland; (vii) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex I to this DPE; and (viii) Annex II of the EU SCCs shall be deemed completed with the information set out in Annex II to this DPE.

10.4.2 UK Personal Data. In relation to Personal Data protected by the UK GDPR ( , the UK Addendum will apply as follows:
(i) the EU SCCs, completed as set out in Section 10.4.1 above, shall also apply to transfers of UK Personal Data;

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(ii) the UK Addendum shall be deemed executed (and incorporated by this reference) between the transferring Customer and Workday, and the EU SCCs shall be deemed amended as specified by Part 2 (Mandatory Clauses) of the UK Addendum in respect of the transfer of UK Personal Data;
(iii) Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from within this DPE and the EU SCCs, completed as set out in Section 10.4.1 above;
(iv) the start date of the UK Addendum (as set out in Table 1) shall be the effective date of this DPE; and (v) Table 4 of the UK Addendum shall be deemed completed

10.4.3 Swiss Personal Data. In relation to Personal Data protected by the Swiss FADP, the EU SCCs will apply amended and adapted as follows:
(i) the Swiss Federal Data Protection and Information Commissioner is the exclusive supervisory authority; (ii) the term "member state" must not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18; and (iii) references to the GDPR in the EU SCCs shall also include the reference to the equivalent provisions of the Swiss FADP.

10.4.4 Clarifications. The SCCs will be subject to the following clarifications:
(i) Workday will allow Customer to conduct audits as described in the SCCs in accordance with Section 8 of this DPE. (ii) Customer consents to Workday appointing Subprocessors in accordance with Section 3 of this DPE, and Customer may exercise its right to object to Subprocessors under the SCCs in the manner set out in Section 3. (iii) Workday shall return and delete data in accordance with Section 9 of this DPE. (iv) Customer agrees that any assistance that Workday provides to Customer under the SCCs shall be provided through the Customer Audit Program.
(v)
contradicts, directly or indirectly, the SCCs, the SCCs shall prevail.

11. Additional European Terms

11.1 Description of Processing. The agreed subject-matter, the nature, purpose and duration of data processing, the types of Personal Data and categories of Data Subjects are set forth in Addendum A to this DPE.

11.2 Data Protection Impact Assessments and Prior Consultations. Customer agrees that, to the extent -current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or ISO certifications will be used to carry out DPIAs and prior consultations, and Workday shall make such reports available to Customer. To the extent Customer requires additional assistance to meet its obligations under GDPR Article 35 and 36 to carry out a DPIA and prior consultation with the competent supervisory authority related and the information
available to Workday, provide such assistance to Customer through the Customer Audit Program.

12. General Provisions

12.1 Customer Affiliates. Customer is responsible for coordinating all communication with Workday on behalf of its Affiliates with regard to this DPE. Customer represents that it is authorized to enter into this DPE and any SCCs entered into under this DPE, issue instructions, and make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.

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12.2 Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the termination of the Agreement or, (ii) when all Personal Data is

12.3 Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, if inconsistencies between the provisions of this DPE and the Agreement arise, the provisions of this DPE shall

12.4 Customer Affiliate Enforcement.

Workday, subject to the following provisions:
i. Customer will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an Affiliate Claim directly against Workday on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and
ii. for the purpose of any Affiliate Claim brought directly against Workday by Customer on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Customer.

12.5 Remedies.

Affiliates and Subprocessors of the applicable terms of this DPE, and the overall aggregate liability of Workday and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement.

12.6 Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE.

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ADDENDUM A
Description of Processing

ANNEX I
A. LIST OF PARTIES
Data exporter
Data exporter: Customer
Contact details: The individuals designated as named contacts by Customer in account Relevant activities: Use of enterprise cloud applications.

Signature and Date: By entering into the Agreement, data exporter is deemed to have signed these SCCs incorporated herein as of the effective date of the Agreement.

Data exporter role: The data role is set forth in the DPE.

Data importer
Data importer: Workday
Contact details: Workday Privacy Team, [email protected] Relevant activities: Provide and support enterprise cloud applications, including human resource and financial management.

Signature and Date: By entering into the Agreement, data importer is deemed to have signed these SCCs incorporated herein as of the effective date of the Agreement.

Data importer role: Processor

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B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred

1. job applicants, candidates, current and former employees and other workers, as well as related persons.

2. Employees or contact persons of prospects, customers, business partners and suppliers.

Categories of personal data transferred
Customer determines the categories of personal data processed within Covered Services subscribed to. Typically, the transferred personal data will include the categories of data identified below:

1. Applicants, employees and other workers: Name; contact information (including home and work address; home and work telephone numbers; mobile telephone numbers; web address; instant messenger; home and work email address); marital status; citizenship information; visa information; national and governmental identification license information; passport information; banking details; military service information; date of birth and birth place; gender; employee identification information; education, language(s) and special competencies; certification information; probation period and employment duration information; job or position title; business title; job type or code; business site; company, supervisory, cost center and region affiliation; work schedule and status (full-time or part-time, regular or temporary); compensation and related information (including pay type and information regarding raises and salary adjustments); payroll information; allowance, bonus, commission and stock plan information; leave of absence information; employment history; work experience information; information on internal project appointments; accomplishment information; training and development information; award information; membership information.

2. Related persons: Name and contact information of dependents or beneficiaries (including home address; home and work telephone numbers; mobile telephone numbers); date of birth; gender; emergency contacts; beneficiary information; dependent information.

3. Prospects, customers, business partners and suppliers: Name and contact information (including work address; work telephone numbers; mobile telephone numbers; web address; instant messenger; work email address); business title; company.

4. Learners: Name and contact information (including work address; work telephone numbers; mobile telephone numbers; instant messenger; work email address); business title; company; enrollment information, including completion of courses, exam results and feedback provided.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Unless otherwise agreed, the transferred Personal Data may comprise special categories of personal data, such as ethnicity, religious beliefs, trade union membership information and health data (employee sick leave, disability information).

Taking into consideration the nature of the data and the risk of varying likelihood and severity for the rights and freedoms of natural persons, Workday has implemented the technical and organizational measures as described in Annex II, including specialized training of staff and system access logs, to ensure an appropriate level of protection for such sensitive data.

Frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) Transfers will be made on a continuous basis.

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Nature of the processing
applications or provides to Workday in connection with a Professional Services engagement.

1. Processing Personal Data to set up, operate, maintain and support the enterprise cloud applications

2. Storage of Personal Data in secure data centers

3. Provision of Professional Services
Purpose(s) of the data transfer and further processing
Provide and support enterprise cloud applications, including human resource and financial management.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Personal data will be retained for the duration of the Agreement in accordance with DPE Section 12.2t.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing The subject matter and duration of the processing is outlined above within this Annex. The nature of the specific subprocessing services are further particularized within the Subprocessor List (currently located at:
https://www.workday.com/en-us/legal/subprocessors.html).

C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13 The competent supervisory authority determined in accordance with Clause 13 of the EU SCCs unless required otherwise by DPE Sections 10.4.2 (UK Personal Data) and 10.4.3 (Swiss Personal Data).

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ANNEX II
Technical and Organizational Measures
The technical and organizational measures set forth in the Security Exhibit have been implemented by the data importer to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

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ADDENDUM B
BCR Covered Services
Covered Service Applicable SKU Names
HCM/FIN/ANALYTICS Human Capital Management, Cloud Connect for Benefits, Workday Payroll, Cloud Connect for Third Party Payroll, Time Tracking, Recruiting, Learning (excluding Media Cloud), Learning for Extended Enterprise, Core Financials, Expenses, Procurement, Inventory, Grants Management, Projects, Projects Billing, Workday Prism Analytics and Student
Workday Adaptive Planning Workday Adaptive Planning SKUs, such as Planning & Analytics, Workforce Planning, Financial Planning, Sales Planning, Operational Planning, however defined in the applicable order form.

Workday Extend Workday Cloud Platform

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JAMIER\10000.00005\10301199.4 ©2019 Workday 19.5 Page 1 of 2 This Workday Universal Security Exhibit applies to the Covered Service and Covered Data. Capitalized terms used herein have the meanings given in the Agreement, including attached exhibits, that refers to this Workday Universal Security Exhibit.

Workday maintains a comprehensive, written information security program that contains administrative, technical, and physical safeguards that, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing of Covered Data as well as the associated risks, are appropriate to (a) the type of information that Workday will store as Covered Data; and (b) the need
designed to:

Protect the confidentiality, integrity, and availability of Covered Data in possession or control or to which Workday has access;
Protect against any anticipated threats or hazards to the confidentiality, integrity, and availability of Covered Data; Protect against unauthorized or unlawful access, use, disclosure, alteration, or destruction of Covered Data; Protect against accidental loss or destruction of, or damage to, Covered Data; and Safeguard information as set forth in any local, state or federal regulations by which Workday may be regulated.

1. Security Awareness and Training. Mandatory employee security awareness and training programs, which include:
a) Training on how to implement and comply with its information security program; and b) Promoting a culture of security awareness.

2. Access Controls. Policies, procedures, and logical controls:
a) To limit access to its information systems and the facility or facilities in which they are housed to properly authorized persons;
b) To prevent those workforce members and others who should not have access from obtaining access; and c) To remove access in a timely basis in the event of a change in job responsibilities or job status.

3. Physical and Environmental Security. Controls that provide reasonable assurance that access to physical servers at the data centers housing Covered Data is limited to properly authorized individuals and that environmental controls are established to detect, prevent and control destruction due to environmental extremes.

4. Security Incident Procedures. A security incident response plan that includes procedures to be followed in the event of any security breach of any application or system directly associated with the accessing, processing, storage or transmission of Covered Data.

5. Contingency Planning. Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, pandemic flu, and natural disaster) that could damage Covered Data or production systems that contain Covered Data.

6. Audit Controls. Technical or procedural mechanisms put in place to promote efficient and effective operations, as well as compliance with policies.

7. Data Integrity. Policies and procedures to ensure the confidentiality, integrity, and availability of Covered Data and to protect it from disclosure, improper alteration, or destruction.

8. Storage and Transmission Security. Security measures to guard against unauthorized access to Covered Data that is being transmitted over a public electronic communications network or stored electronically.

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9. Secure Disposal. Policies and procedures regarding the secure disposal of tangible property containing Covered Data, taking into account available technology so that such data cannot be practicably read or reconstructed.

10. Assigned Security Responsibility. Assigning responsibility for the development, implementation, and maintenance of its information security program, including:
a) Designating a security official with overall responsibility; and b) Defining security roles and responsibilities for individuals with security responsibilities.

11. Testing. Regularly testing the key controls, systems and procedures of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified.

12. Monitoring. Network and systems monitoring, including error logs on servers, disks and security events for any potential problems. Such monitoring includes:
a) Reviewing changes affecting systems handling authentication, authorization, and auditing; b) Reviewing privileged access to Workday production systems processing Covered Data; and c) Engaging third parties to perform network vulnerability assessments and penetration testing on a regular basis.

13. Change and Configuration Management. Maintaining policies and procedures for managing changes Workday makes to production systems, applications, and databases processing Covered Data. Such policies and procedures include:
a) A process for documenting, testing and approving the patching and maintenance of the Covered Service; b) A security patching process that requires patching systems in a timely manner based on a risk analysis; and c) A process for Workday to utilize a third party to conduct web application level security assessments. These assessments generally include testing, where applicable, for:
i) Cross-site request forgery
ii) Services scanning
iii) Improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing) iv) XML and SOAP attacks
v) Weak session management
vi) Data validation flaws and data model constraint inconsistencies vii) Insufficient authentication
viii) Insufficient authorization

14. Program Adjustments. Workday monitors, evaluates, and adjusts, as appropriate, the security program in light of:
a) Any relevant changes in technology and any internal or external threats to Workday or the Covered Data; b) Security and data privacy regulations applicable to Workday; and c) own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.

00418293.0 Confidential
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Order Form to MSA with City of Corona
ORDER FORM 00418293.0
Customer Name City of Corona
Workday Entity
Workday, Inc.
6100 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The later of the dates of the
Order Term November 22, 2024 through November 21, 2034
WSP Order Term November 22, 2024 through November 21, 2027 Currency USD
Total Subscription Fee $6,356,744
Tenant (or Instance as
applicable) Base Name
Tenant Base Name is used to
generate Workday tenant
URLs.
coronaca
Payment Schedule Table
Payment # Payment Due Date Payment Amount
1 Due in accordance with the MSA, invoiced upon Order Effective Date
$541,813
2 Due on First anniversary of the Order Term start date $669,354 3 Due on Second anniversary of the Order Term start date $908,732 4 Due on Third anniversary of the Order Term start date $569,908 5 Due on Fourth anniversary of the Order Term start date $581,306 6 Due on Fifth anniversary of the Order Term start date $592,929 7 Due on Sixth anniversary of the Order Term start date $604,789 8 Due on Seventh anniversary of the Order Term start date $616,885 9 Due on Eighth anniversary of the Order Term start date $629,221 10 Due on Ninth anniversary of the Order Term start date $641,807 Total Payment Amount $6,356,744
For the avoidance of doubt, the Payment Schedule Table will be used for invoicing purposes.

Subscription Fees Table
Subscription
Period
Date Range Subscription Fee
1 November 22, 2024 through November 21, 2025 $541,813
2 November 22, 2025 through November 21, 2026 $669,354
3 November 22, 2026 through November 21, 2027 $908,732
4 November 22, 2027 through November 21, 2028 $569,908
5 November 22, 2028 through November 21, 2029 $581,306
6 November 22, 2029 through November 21, 2030 $592,929
7 November 22, 2030 through November 21, 2031 $604,789
8 November 22, 2031 through November 21, 2032 $616,885
9 November 22, 2032 through November 21, 2033 $629,221
10 November 22, 2033 through November 21, 2034 $641,807 Total Subscription Fee $6,356,744
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 changes to the Payment Schedule or Subscription Fees.

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Order Form to MSA with City of Corona
Subscription Rights Table
SKU Service Pricing
Metric
Annual Subscription Rights
CHCM Core Human Capital Management FSE* Full Enterprise (incl. Former Workers with Access)
TLO Talent Optimization FSE* Full Enterprise
CCB Cloud Connect for Benefits FSE* Full Enterprise
USP** Payroll for United States FSE* United States-based Employees only FIN Core Financials FSE* Full Enterprise
GM Grants Management FSE* Full Enterprise
PRA Prism Analytics Enterprise FSE* Full Enterprise with up to 20 million Published Data Rows at any time for
each Tenant (or Instance as
applicable)
PRJT Projects FSE* Full Enterprise
TT Time Tracking FSE* Full Enterprise
SC Scheduling FSE* Full Enterprise
EXP Expenses FSE* Full Enterprise
PRO Procurement FSE* Full Enterprise
SRCEXP Strategic Sourcing Expert Flat Fee Up to 20 Users WSP Workday Success Plan % of Fee WSP - Accelerate Plus *For Pricing Metric details see the Full-
**Customer agrees that the number of FSE Workers for all Workday Payroll Services will always be equal to the total number of FSE Workers for CHCM minus Former Workers with Access.

FullFSE Population Category Baseline FSE Count
Full Enterprise (incl. Former Workers with Access) 813
Full Enterprise 800
United States-based employees 800
Named Support Contacts Table
Number of Named Support Contacts* 6
*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.

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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 Kim Sitton
Finance Director
Chris McMasters
Chief Information Officer
Chris McMasters
Chief Information Officer
Street Address
City/Town,
State/Region/Cou
nty, Zip/Post
Code, Country
400 S Vicentia Ave
Corona
California
92882-2187
United States
400 S Vicentia Ave
Corona
California
92882-2187
United States
400 S Vicentia Ave
Corona
California
92882-2187
United States
Phone/Fax # 951-279-3532 951-279-3532 951-279-3532
Email (required) kim.sitton@coronaca.
gov
chris.mcmasters@coronaca
.gov
chris.mcmasters@coronaca
.gov
For customers based in the U.S., certain portions of the Service included in this Order Form can be used Downloadable Components
Downloadable Components will be separately presented on the invoice based on a valuation attributed to the Downloadable Components. As of the Order Effective Date, there is no value attributed to any of the Downloadable Components.

This Order Form is subject to and governed by the MSA. In the event of a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the following Additional Terms and Conditions Addendum(s): Innovation Services, Strategic Sourcing, located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html. All remittance advice and invoice inquiries shall be directed to [email protected]. THE VALIDITY OF THIS ORDER FORM IS CONDITIONED ON WORKDAY RECEIVING FROM CUSTOMER A SIGNED COPY OF THIS ORDER FORM BY NO LATER THAN 5 PM PST NOVEMBER discretion, accepts an Order Form received after the Deadline. Workday will notify the Customer in the event Workday does not accept the Order Form.

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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 734 100.0% 734
Part-Time Employees 260 25.0% 65
Associates 1 12.5% 0
Former Workers with Access 494 2.5% 14
Total FSE Count: 1,489 813
The Service may be used by Customer only for the Worker Categories listed above and as defined below. - week regardless of the method of payment or actual hours worked, whether or not such employee is - 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. -
regardless of the method of payment or actual hours worked, whether or not such employee is eligible to -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.
-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.

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 Static Records
has no further relationship and to whom Customer does not provide self-service access. Static Records Active
Records

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3. Additional Metric Definition(s). PRA Published D ata Rows SRCEXP User Additional Metric Definition Table PRA Published D ata Rows SRCEXP User Metric Definition
PRA Published Data Rows The total number of data rows capable of being reported upon measured separately for each Tenant (or Instance as
applicable).

SRCEXP Users User An individual authorized by Customer associated with a single, unique email address for purposes of accessing the Service.

PRACU Published Data Rows The total number of additional data rows capable of being other PRACU subscription(s). Published Data Rows are
measured separately for each Tenant (or Instance as
applicable).

4. Workday Success Plans Additional Terms.

Workday Success Plans is described in and subject to the Workday Success Plans Program Terms site (https://www.workday.com/content/dam/web/en-us/documents/legal/workday-success-plans-accelerateaccelerateplus-plans-program-terms.pdf) and subject to the terms of the Workday Customer Experience Program Addendum (https://www.workday.com/en-us/legal/contract-terms-andconditions/index/exhibits.html). In the event of a conflict between the terms of this Order Form and the terms of either of the Workday Success Plans Program Terms or the Workday Customer Experience Program Addendum, the terms of this Order Form shall control. The Pricing Metric in the Subscription Rights table above for Workday Success Plans is based on the annual Subscription Fees during the an additional fee equal to 30.0% of the new Subscription Fees will be added for the Workday Success Plan to the new Order Form. Customer will only have rights to Workday Success Plans during the WSP Order Term. The total Workday Success Plan fees assessed on this Order Form, in the amount of $1,050,000, represent fees associated with the SKU(s) purchased under this Order Form for the WSP Order Term.

5. Growth and Expansion.

A. Annual Reporting Obligation.

Customer will report to [email protected] no earlier than 90 days and no later than 60 days Annual Reporting Period
Count Date
start date. Customer agrees to pay fees for any Subscription Rights in excess of those set forth in the Subscription Rights table above 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 Reporting Cycle
be required to document any subscription 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.

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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
$536.65
USP $70.35
b. 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, Customer understands the reporting for Subscription Year 1 is based on the 9 months preceding the Annual Reporting Period.
i. Additional Metric Expansion Table
SKU Additional Metric Increase Annual Expansion Rate for Additional Metric Increase
SRCUSR Strategic Sourcing User (Additional) $5,000
PRACU Each increment of 10M Additional Published
Data Rows
$20,000
B. Growth Event Reporting Obligation.

In addition to the Annual Reporting Obligation, if Customer exceeds any Subscription Rights by 5% or -time addition of Workers (e.g., M&A), Customer must report the excess Subscription Rights to [email protected] within 30 days of the Growth Event.

Customer agrees to pay the applicable annual fees from the start date of the Growth Event through the subsequent anniversary date which will be documented under a separate order form.

C. Workday Success Plans Reporting.

In conjunction with any fees due as a result of the Annual Reporting Obligation or Growth Event Reporting Obligation, an additional fee of 30.0% will be added for Workday Success Plan for any excess Subscription Rights.

6. 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 Renewal Term
this Order Term.

Renewal Table
Renewal Term Years Annual Renewal Subscription Fees
1st year of Renewal Term Base Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI)) 2nd year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI))
3rd year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI))
4th year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI))
5th year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI))

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Base Subscription Fee
Subscription Fees Table, minus any fees for Workday Success Plans, if applicable, in the final Subscription Period. If the final Period is a partial year, Base Subscription Fee is the annualized value of the final Annual Period Subscription Fee. The Renewal fees for the Workday Success Plan will be based on the greater of either the minimum fee or 30.0% of the annual Renewal fees, as described in the Renewal Table above. 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. 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.

7. Additional Definitions (as applicable).

CPI
Urban Consumers, US City Average, All Items (change in annual average). preceding the Renewal Term, if a positive number.

Innovation Index means the fixed annual rate of increase in Subscription Fees based on improved Service
development and infrastructure.

8. 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 PRA but only to the extent Customer has independently environment so it may not be used for PCI data. Customer may monitor its own usage in PRA and manage Published Data Rows by unpublishing, filtering and republishing, or deleting data, in order to keep its usage of PRA below the Published Data Rows limits set forth above, or Customer may purchase 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 the Data Limit then Customer may experience reduced performance of the Tenant (or Instance as applicable).

Data Limit
Subscription Rights Table above for a particular Tenant (or Instance as applicable) and any additional current Published Data Row entitlements purchased by Customer.

9. Customer Identification
Workday may use Customer's name in lists of customers, in marketing and presentations, on its earnings Workday customers or industry analysts; (2) work with Workday to produce a case study (in written or 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.

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10. Option to Acquire Additional Service SKUs.

At any time within twenty-four (24 Option Expiration Date Customer may acquire a subscription for the specific SKU(s) as set forth below. Any standard applicable terms for the SKU(s) acquired will apply. If Customer elects to exercise its option under this section, Customer must provide Workday with written notice by the Option Expiration Date. Workday will provide a separate Order Form, with an order term start date on or before the Option Expiration Date, which will be coterminous with this Order Form and will be used to formally document the subscription.

SKU Service Pricing
Metric Subscription Rights Annual Fee per FSE Worker
LRN Learning FSE* Full Enterprise 28.67
REC Recruiting FSE* Full Enterprise 38.23
PLNF Financial Planning FSE* Full Enterprise 61.17
*Customer understands that the Baseline FSE Worker Count stated for the Subscription Rights may are subject to increase in accordance with the Growth and Expansion section herein

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

Service Description
Core Human Capital
Management
Workday Core HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday Core HCM includes global human resources management (workforce lifecycle management, organization management, worker profile,
compensation, business asset tracking, absence, and employee benefits administration). Workday Core 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).

Talent Optimization* Talent Optimization includes talent and performance functionality (goals, development plans, employee performance reviews, talent and performance calibration, feedback, check-ins, succession, mentors and connections, competency management, talent pools, and talent matrix reports). Talent Optimization also includes features (if and when available) that enable organizations to optimize their workforce and workers to optimize their careers. It supports talent mobility by connecting an organization's workforce with internal opportunities matched to their skills, experience, and interests. It also guides workers and enables them to explore potential opportunities.

Cloud Connect for Benefits 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.

Payroll for United States 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 printing, and direct deposit.

Core Financials 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

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payments and customer payments via credit card.

Grants Management Workday Grants Management enables organizations to administer and report on awards from the federal government, foundations, or other funding institutions. Workday Grants Management includes functionality to track and manage sponsors, awards, grants, and grant hierarchies. It also includes capabilities to calculate facilities and administration costs, and to bill and report to sponsors.

Prism Analytics Enterprise 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 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, capital projects, initiatives, and work efforts.

Time Tracking Workday Time Tracking supports an organization in collecting, processing, and distributing time data for its global workforce.

Workday Time Tracking module includes the following capabilities:
basic time scheduling, time entry (hourly, time in/time out), approvals, configurable time calculation rules, and reporting.

Scheduling* Scheduling supports an organization in creating and managing workforce schedules. This includes the ability to build schedules, account for worker preferences and availability, and assign, notify, and engage with workers regarding schedules.

Expenses Workday Expenses supports employee expense processing.

Workday Expenses includes self-service and administrative functions to support employee expense reporting and reimbursement, including expense reports, global expense rules, approvals, reimbursement, credit card integration and spend analytics. Workday Expenses includes connectors that facilitate integration to partners that provide capabilities, including corporate card transactions and travel partners.

Procurement Workday Procurement includes procure to pay functionality to address spend for goods and services. Manage suppliers, supplier contracts, requisitions, purchase and change orders, receipts, and goods and services sourcing. Maintain purchase items, catalogs, and a supplier portal. Create receipt accruals for approved, but not yet invoiced receipts. Workday Procurement includes connectors that facilitate integration to partners that provide capabilities, including:
corporate card transactions, and support for 'punchout' to suppliers.

Strategic Sourcing Expert Workday Strategic Sourcing supports organizations in sourcing goods and services from Suppliers. Workday Sourcing Expert Package includes Sourcing Pipeline Platform, Sourcing Intake,

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Sourcing Supplier Management, Sourcing RFx Engine, Sourcing eAuctions Platform, Sourcing Dynamic Negotiations & Analytics (DNA), and Sourcing Contracts. Supports unlimited Stakeholders and Suppliers.
*This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service(s) if and when available.

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WORKDAY INNOVATION SERVICES ADDENDUM
This Workday Innovation Services Addendum (these “IS Terms”) is subject to and governed by the MSA and, except as otherwise set forth herein, apply to all Innovation Services (each, an “Innovation Service” and, collectively, “Innovation Services”) offered by Workday. Unless otherwise defined herein, capitalized terms used in these IS Terms have the same meaning as set forth in the MSA. The parties agree that these IS Terms apply exclusively to the use of Innovation Services and IS Data (each as defined below) and do not amend the terms of the MSA. Notwithstanding anything to the contrary in the MSA and solely with respect to the Innovation Services provided hereunder, in the event of a conflict, the provisions of these IS Terms shall take precedence over provisions of the body of the MSA and over any other exhibit or attachment.

1. For Purposes of these IS Terms: “Customer Results” means any and all analytics, trends, analyses, processes, aggregations, reports and results generated from IS Data; provided that Workday Results shall never be classified as Customer Results; “Workday Results” means any and all analytics, trends, analyses, processes, aggregations, reports and results generated from IS Data that has undergone processing by Workday such that it can no longer be used to identify, directly or indirectly Customer or any natural person using means reasonably likely to be used by Workday, Customer or any other person; and “Results” means, collectively, Customer Results and Workday Results.

2. Innovation Services. Subject to these IS Terms and the applicable service description posted on Workday’s Community site (each, a “Service Description”), Customer may access and use Innovation Services to enhance and optimize Customer’s experience with the Service (or such equivalent term in the MSA). Customer determines which Innovation Service(s) to participate in by actively enabling such Innovation Service(s) inside its Tenant (“IS Enablement”). Unless otherwise indicated in a Service Description or agreed in an Order Form, all Innovation Services are part of the Service, will be delivered with no additional fees to the Customer, and will be provided in English only. For clarity, these IS Terms apply to all Innovation Services, including but not limited to (a) those purchased under an order form and (b) those delivered with no additional fees and enabled in Customer’s Tenant.

3. Innovation Services Data. In these IS Terms, the data that Customer provides to Innovation Services is referred to as “IS Data”. An explanation of what IS Data must be contributed in order to utilize a specific Innovation Service is included in the applicable Service Description. IS Data is not considered Customer Data (or such equivalent term in the MSA) but will be protected as Confidential Information under the MSA and protected as described in these IS Terms, the Workday Universal Security Exhibit, and the Workday Universal DPE. IS Data will be used by Workday only in accordance with the applicable Service Description, these IS Terms, and the MSA. Customer has no obligation to contribute IS Data but Customer’s right to participate in any specific Innovation Service(s) and receive Results (as defined above) is conditioned on Customer contributing IS Data.

Customer can stop contributing IS Data at any time through the IS Enablement process (by disabling a specific Innovation Service).

4. Workday Obligations. Workday shall not use IS Data except to (i) provide and improve Innovation Services, (ii) generate Results, (iii) prevent or address service or technical problems, and (iv) verify Service Improvements, each in accordance with these IS Terms and the Documentation (as defined in the MSA), or in accordance with Customer’s instructions.

5. Customer Obligations. Customer is responsible for obtaining and verifying it has all authorizations, consents, and rights necessary to utilize Innovation Services and contribute IS Data in accordance with these IS Terms, each Service Description and applicable Law. Customer shall

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not contribute IS Data that contains Protected Health Information as defined in 45 C.F.R. §160.103 (“PHI”) if such contribution is prohibited under the applicable Service Description.

6. Proprietary Rights and Licenses.

6.1. Subject to these IS Terms, Workday grants Customer a non-exclusive, non-transferable license to access and use the Innovation Services, including, if applicable, any third-party content Workday makes available to Customer through any Innovation Service (“IS Content”) and Results, solely for the internal business purposes of Customer and its Affiliates, to the extent included in Customer’s current subscription to Service applications.

6.2. Subject to these IS Terms, Customer grants Workday a worldwide, royalty-free, fully-paid up license with the right of sublicense to any Subprocessor (as defined in the Workday Universal DPE) to use, reproduce, display, translate, adapt (including to modify and make derivative works), distribute, import, and format IS Data for the purposes set forth in the Workday Obligations Section above. As between the parties, Customer owns all IS Data and Customer Results and Workday and its licensors own the Innovation Services, IS Content, and all Workday Results.

7. Security. For each Innovation Service, Workday has implemented and will maintain appropriate technical and organizational measures designed to protect IS Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to, as set forth in the Workday Universal Security Exhibit at https://www.workday.com/en-us/legal/contract-terms-andconditions/index.html (the “Workday Universal Security Exhibit”) which is incorporated into these IS Terms by this reference. Unless otherwise set forth in a Service Description, Innovation Services are not in scope for Workday’s third-party audit reports (i.e., SOC1, SOC2, ISO Certification).

8. Data Processing Terms. All Personal Data (as defined in the Workday Universal DPE) will be processed in accordance with the Workday Universal Data Processing Exhibit at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html (the “Workday Universal DPE”) which is incorporated into these IS Terms by this reference.

9. Deletion of IS Data. At its discretion, Customer may elect to stop contributing IS Data at any time by disabling specific Innovation Service(s) through the IS Enablement process or through Data Selection (as set forth in any applicable Service Description). In the event Customer disables Innovation Service(s) through the IS Enablement process, Workday will delete any such IS Data within thirty (30) days subject to any return or retrieval rights set forth in a Service Description.

10. Term, Termination, Suspension. Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendum is attached, unless earlier terminated as provided herein, these IS Terms shall commence on the Order Effective Date and continue through the end of the term of the MSA, during which Customer will have an active subscription to Innovation Services.

Unless otherwise set forth in a Service Description and excluding Innovation Services that are required for a SKU which Customer has purchased, Workday may terminate any Innovation Service for convenience by providing at least thirty (30) days’ prior notice which may be provided by a general announcement via Community. Customer may terminate its use of any Innovation Service for convenience at any time by disabling such Innovation Service through IS Enablement or Customer may terminate these IS Terms by providing Workday with formal written notice pursuant to the MSA with a copy by email to [email protected], and such notice will be effective thirty (30) days after Workday’s receipt of the notice. Customer understands and agrees that in the event Customer has purchased a SKU which requires Innovation Services capabilities, termination of these IS Terms will not result in a refund of fees paid or nonpayment of fees payable for the applicable SKU. Upon any termination of an Innovation Service, as of the effective date of such termination, Customer may no longer have access to such Innovation Service, and related IS Data and Results. Workday may suspend Customer’s access to any Innovation Service at any time in

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the event Workday reasonably determines such action is necessary to preserve the integrity and/or security of such Innovation Service.

11. Miscellaneous. No uncured breach of these IS Terms by either party will give rise to a termination right under the MSA. Workday is not required to escrow third party source code that is used in the Innovation Services. Workday may modify Service Descriptions from time to time provided that Workday does not materially diminish the applicable security and privacy commitments as set forth in these IS Terms. Workday will provide notice of any change to a Service Description through Community and any change will not go into effect until thirty (30) days after such notice. v23.5

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Agreement for Rising Passes - City of Corona
ORDER FORM 00476026.0
Customer Name City of Corona
Workday Entity
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The later of the dates of the
Currency USD
Total Subscription Fee 0
Item Description Price Per Rising
Pass
Quantity of
Passes
Total Fees (List) Total Fees
(Discounted)
Rising Passes 2,195 5 10,975 $0
Term: 2025
This Order Form is only valid and binding on the parties when executed by both parties. Prior to attendance, Customer shall complete the Workday Rising registration process at https://rising.workday.com/, as may be updated by Workday in future years. The fees under this Order Form for Rising Passes are non-cancellable and non-refundable and may not be applied to any other Workday offering.

Customer Contact Information
Billing, In Care of
Contact Name Kim Sitton
Finance Director
Street Address
City/Town, State/Region/County, Zip/Post
Code, Country
400 S Vicentia Ave
Corona
California
92882-2187
United States
Phone/Fax # Phone: 951-279-3532
Email (required) [email protected]

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Agreement for Rising Passes - City of Corona

TERMS OF SERVICE FOR WORKDAY RISING
Terms
AND PARTICIPATION IN WORKDAY RISING 2025 Workday Rising Event Workday Rising and accepting these Terms, you agree to comply with these Terms in relation to your Event registration and Event participation.

REGISTRATION
Workday Rising is an event for current Workday customers, invited prospective customers, sponsoring partners and Workday employees. Attendees must register for the Event through the Event registration website. You will receive a registration confirmation email at the email address you provide during registration. Workday reserves the right to reject, cancel or terminate any registration or discount offer at any time. Workday will refund fees paid for cancelled or terminated registrations.

PAYMENT
for Fee is due in full no later than the Event start date. The Workday Rising Fee paid may only be used for the Workday Rising registration and may not be applied toward the purchase of any other products, services, and or events. If paying by credit card, you hereby authorize card holder, acting on behalf of Workday for the Event, to charge the credit card indicated in the registration form, for the you certify that you are an authorized user of this credit card. This payment is for the Event registration only.

You understand that cancellations and any refunds are subject to the Terms below. You also agree if you encounter any issues associated with the credit card charge that you will contact Workday Rising Registration team to resolve the issue.

BADGES
-
issued picture ID at the Event check-in area during the Event dates. Each attendee must show a government-issued picture ID to be given his/her Event Badge. No attendee will be admitted into the venue without an Event Badge. Event Badges may contain RFID tags, which will be used to record your sessions, and to provide you with feedback surveys
following the sessions. If you demonstrate an interest in a sponsoring partner and have the sponsoring partner scan your badge during the Event, you acknowledge and agree that Workday will share your

SECURITY
Workday is committed to providing a safe and secure environment. Here are some of the security procedures for the Event:

They may not be shared or exchanged with any person or persons. and all other Event venues.
such rules and/or who behave in an unsafe or careless manner while attending the Event may be asked to leave immediately and will be held responsible for their actions.

Workday reserves the right, without prior notice, to take any security measures it deems appropriate to provide for the safety of attendees. Workday reserves the right to change these procedures, without prior notice, and has sole discretion to deny entry to anyone.

SUBSTITUTIONS

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Agreement for Rising Passes - City of Corona
If you are unable to attend Workday Rising, you may transfer your registration to another person by sending an
Please note: session and event selections may not be transferred.

HOTEL CANCELLATION POLICY
If you make your hotel reservations during this registration process, you acknowledge and accept that hotel night room and tax.

PHOTOGRAPHY RELEASE
By registering, attending, and participating in the Event, you grant Workday the right to record, film, photograph, or capture your image and voice at the Event in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media.

ASSUMPTION OF RISK
Your attendance at and participation in the Event is completely voluntary. You accept and assume all risks of any and all personal injury or damage to your personal property that you may face while attending the Event and waive any claims against Workday relating to such risks. Workday does not guarantee admittance to any specific event, session or keynote and reserves the right to refuse admittance to any event, session, or keynote to any attendee, at its sole discretion. Unless specified otherwise, attendees at all events, sessions, and keynotes are seated on a first-come first-served basis.

PERSONAL INFORMATION
Workday will handle and protect the information gathered from you during registration, attendance and participation
http://www.workday.com/company/privacy.php. By registering, attending, and participating in this Event, you acknowledge and agree that Workday will share your registration and registration details, attendance, Event schedule, and participation information with Event-related
products and services and enable and coordinate professional networking opportunities. For example, Workday may communicate your name, title, role, email address, company, and Event schedule with session speakers and content stakeholders as well as to Event vendors so that sessions may be adapted to be more relevant to the registered audience. In addition, by registering for the Event, you acknowledge and agree to share your company name and title with selected Sponsoring Partners in order to improve the Event.

You agree that Workday may use your email address to send Event updates and survey evaluations.

Workday may also use your email address to send marketing-related messages, such as invitations to future Workday events, if you opt-in to such communications during registration.

Workday will share your registration information (first and last name, title, company, physical address, phone numbers, and email address) with sponsoring partners whom you have authorized via Badge Scan during the Event.

If you attend multiple Workday conferences or events, you authorize Workday to aggregate registration, attendance,
services, and to provide more relevant information to you in line with your opt-in choices.

THIRD PARTY LINKS
The Event Mobile App or other Event materials may contain links to third party sites; such linked sites are not under the control of Workday and Workday is not responsible for the content of any linked site or any link contained in a linked site. Your use of third party sites and the links on those sites are governed by the terms and conditions of use and privacy policy posted on those sites.

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THIRD PARTY APPS
Following registration, you may download an optional mobile app or access a special web application to access information about the Event as well as access your registration information. You consent to sharing your registration information, which includes any personal information you provided during registration as well as your Event schedule. This mobile app and/or web application is offered to improve your Event experience and to facilitate networking between you and other Event attendees. Your use of this mobile app and/or web application is at your own risk and Workday does not warrant that any mobile app and/or web application will function correctly. Workday disclaims any and all liability associated with your use of third party mobile apps and/or web services.

PRESENTATION MATERIALS
At the Event, you may receive access to Workday and third party licensed content ("Presentation Materials").

Workday is not liable for the information in the Presentation Materials. You may use them solely for your own internal, non-commercial purposes. Unauthorized distribution (via sales, copying, and posting on intranet/internet) is expressly forbidden.

FORCE MAJEURE
You acknowledge and understand that the venue, times, or dates of the Event may change or need to be rescheduled
flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar event
as far in advance as reasonably possible. Workday will not be held liable for any costs or expenses incurred by you as a result of such Force Majeure event(s).

WORKDAY CHANGES, CANCELLATION OF EVENT (other than due to Force Majeure) Notwithstanding the above, Workday reserves the right to reschedule the dates and or venue for the Event for any reason. Workday will notify you via your registration email of any such changes as far in advance as reasonably possible. If you are no longer able to attend the Event, you must email your cancellation notice to the Workday Rising team to request a refund of the Event Fee. Workday will not be held liable for any other costs or expenses incurred by you as a result of changes.

Workday may cancel the Event for any reason. Workday will notify you via your registration email of cancellation as far in advance as reasonably possible. Workday will refund any paid registration fee via the method originally paid by you. Workday will not be held liable for any other costs or expenses incurred by you as a result of cancellation.

GOVERNING LAW AND JURISDICTION These Terms and any disputes arising out of or related hereto, shall be governed exclusively by the laws of the State of California and controlling United States federal law, without regard to their conflicts of law rules or the United Nations Convention on the International Sale of Goods.

ARBITRATION NOTICE AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL

RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT In the event of a dispute between you and Workday arising under or relating to this Event, either may choose to resolve the dispute by binding arbitration, as described below, instead of in court. Any claim (except for a claim challenging the validity or enforceability of this arbitration agreement, including the Class Action Waiver) may be resolved by binding arbitration if either side requests it. THIS MEANS IF EITHER

YOU OR WORKDAY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. ALSO, DISCOVERY AND APPEAL RIGHTS ARE LIMITED IN ARBITRATION.

Class Action Waiver

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ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WORKDAY

MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER INDIVIDUALS, OR

LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Only a court, and not an arbitrator, shall determine the validity and effect of the Class Action Waiver. Even if all parties have opted to litigate a claim in court, you or Workday may elect arbitration with respect to any claim made by a new party or any new claims later asserted in that lawsuit.

Your Right to Go To Small Claims Court
Workday will not choose to arbitrate any claim you bring in small claims court. However, if such a claim is transferred, removed or appealed to a different court, Workday may then choose to arbitrate.

Governing Law and Rules
This arbitration agreement is governed by the Federal Arbitration Act (FAA). Arbitration must proceed only with the American Arbitration Association (AAA) or JAMS. The rules for the arbitration will be those in this arbitration agreement and the procedures of the chosen arbitration organization, but the rules in this arbitration agreement will be followed if there is disagreement between the agreement and the organization's procedures. If the organization's procedures change after the claim is filed, the procedures in effect when the claim was filed will apply.

Fees and Costs
If you wish to begin an arbitration against Workday but you cannot afford to pay the organization's or arbitrator's costs, Workday will advance those costs if you ask in writing. Any request like this should be sent to: to Workday, Attention: Legal, 6230 Stoneridge Mall Road, Pleasanton, CA 94588. If you lose the arbitration, the arbitrator will decide whether you must reimburse Workday for money we advanced for you for the arbitration. If you win the arbitration, Workday will not ask for reimbursement of money we advanced.

Additionally, if you win the arbitration, the arbitrator may decide that you are entitled to be reimbursed your reasonable attorneys' fees and costs (if actually paid by you).

Hearings and Decisions
Arbitration hearings will take place in the federal judicial district where you live.

A single arbitrator will be appointed. The arbitrator's decision will be final and binding except for any review allowed by the FAA. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction.

DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY
Workday gives no warranties in respect of any aspect of the Event or any materials related thereto or offered at the Event and, as legally permissible, disclaim all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. The Event is provided on an "as-is" basis. Workday does not accept any responsibility or liability for reliance by you or any person on any aspect of the Event or any information provided at the Event. Except as required by law, Workday shall not be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the Event. The maximum aggregate liability of Workday for any claim in any way connected with, or arising from, the Event, whether in contract, tort, or otherwise (including any negligent act or omission), shall be limited to the amount paid by you to Workday.

ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties in relation to the Event registration, attendance, and participation and supersede all prior and contemporaneous terms, agreements, proposals or representations, written or oral, concerning this subject matter.

Without limiting the foregoing, no part of this Agreement shall be superseded or governed by any Master Subscription Agreement or any other agreement between Workday or an affiliate thereof and you or your company. To the extent that these Terms are translated, such translation is provided solely for convenience, and the English version of these Terms shall govern any disputes arising here from.

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ORDER FORM #473391
Customer Name City of Corona
Workday Entity Name Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date on the Signature
Document
Training Credit Order Term 24 months from the Order Effective Date Currency USD
Total Training Fees 66,660
Payment # Payment Due Date Payment Amount
1 Due in accordance with the MSA, invoiced upon Order
Effective Date
66,660
x Total Payment Amount 66,660
SKU Training Offering Price Per Unit Quantity Total Training Fees
TC Training Credits
(prepaid) 660 101 66,660
Total (TC) Training
Fees 66,660
Customer Contact Information Billing, In Care of
Contact Name Kim Sitton
Finance Director
Street Address
City/Town, State/Province/Region Zip/Postal Code
Country
400 S Vicentia Ave
Corona
California
92882-2187
United States
Phone/Fax # Phone: 951-279-3532
Email (Required) [email protected]
governed by the MSA and Addendum A attached hereto. This Order Form will control over the terms of the MSA to the extent they conflict with or are not covered by the MSA. All remittance advice and invoice inquiries can be directed to [email protected].

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ADDENDUM A - WORKDAY TRAINING TERMS
Last updated: December 1, 2023
These Training Terms apply to Workday Training. Capitalized terms used in these Training Terms that are not defined in this document have the meanings in the MSA (with respect to Customers) or in the Partner Agreement (with respect to Partners). Descriptions of Workday Training Courses and processes are provided in Workday Community. Workday Training may be purchased on an Order Form or in Workday Community. Purchaser is Workday Learning Center.

1. Permitted Use & Restrictions
a. Permitted Use
internal use of the Service consistent with the MSA; and (ii) Partner Learners only for purposes consistent with the applicable Partner program, and unless otherwise agreed by Workday and Partner in writing, to enable such Partner to perform Workday-related services only for Customers. Workday Training and b. Restrictions
Purchaser nor Learner will (i) allow any individual other than the enrolled Learner to attend Workday Training or use any Training Content, provided that Purchasers or Learners may request accommodations as provided in Workday Community; (ii) copy, modify, make derivative works of, or distribute any Training Content; or (iii) incorporate any Training Content (including screenshots) in any material. Failure to comply with these Training Terms may expose Purchaser and Learner to legal or disciplinary action by Workday, including restriction or removal from Workday Training, cancellation of accreditation/certification, and copyright infringement proceedings.

2. Product Specific Terms
a. Dedicated Training (Customers only). Customers may request Workday Training be provided only to Dedicated Training approval. Fees for
Dedicated Training are determined by the number of Learners and the Training Fees or Training Credits required for the Course, plus additional Fees for Workday Training not provided at a Workday training center. The Fee for Dedicated Training cancellation requests not received within the Cancellation Notice Period are 50% of the Training Fees or Training Credits plus all additional Fees for onsite training. Additional health-related terms applicable to in-person training may be set forth in Workday Community. b. Training Subscriptions. Workday Training Subscriptions (Learn On-Demand, Adoption Kit, Adaptive Planning Administrator Training Kit, and VNDLY Administrator Training Kit) may be used only by the Named Users
Users are Learners registered in the Workday Learning Center. The Order Form for a Training subscription will specify the number of permitted Named Users.
c. eBooks. For certain Workday Training, Workday will make available one eBook to each Learner in Training and may print one copy for such use.
d. Workday Pro Accreditations & Partner Services Certification. Workday Pro Accreditations are available to Customers and certain Partners. Partner Services Certification is available only to certain Partners as set forth in the Partner Agreements. Learners must complete all requirements and pass applicable testing to

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receive accreditation or certification, and to maintain Workday accreditation or certification, the Learner must timely attend and successfully pass all required updates to the Workday Training. Accreditation and certifications: (i) are granted to individual Learners and are not owned or controlled by Purchasers; (ii) are not transferable to any Purchaser or another individual; (iii) automatically expire if the Learner fails to maintain updated accreditation or certification requirements, and when the Learner leaves employment or Purchaser; and (iv) m
e. Downloadable Content (Customers). Customer may download the Downloadable Content during the Order Term covering the Downloadable Content and internally use, copy, modify, and create derivative works of the Downloadable Content solely to help Customer successfully roll out the Service across its organization in accordance with the MSA and these Training Terms. Customer is solely responsible for any derivative works and other modifications to Downloadable Content made by or for Customer. Customer owns all derivative works and other materials that Customer is permitted to develop, make, or conceive under this Customer Improvements
in the Downloadable Content, the Service, and all Training Content. Customer may use the Workday property incorporated into the Customer Improvements only as provided in this section. Workday may create, modify, use, transfer, and distribute material that is substantially similar to Customer Improvements.

Customer will reproduce all Workday proprietary rights notices on copies and revised versions of Downloadable Content. Workday may add, change, or remove Adoption Kits and portions of other Downloadable Content at any time, subject to the applicable Order Form terms.

3. Fees and Training Credits
a. Fees and Payment. Purchaser will pay Workday for all Workday Training enrolled in or taken under credits will be given for failure to meet Workday Training or Course requirements or for late cancellation.

Workday is not responsible for costs incurred by Purchaser or Learners to participate in Workday Training.

Training Fees are set forth in the Training Catalog. Purchaser will pay all Training Fees and fees for Training Credits in accordance with applicable Order Form, or, if none, the terms of the MSA or Partner Agreement, as applicable.
b. Training Credit Bulk Purchase Option. Fees for bulk purchases of Training Credits will be set forth in an Order Form. For Customers, such fees will apply to the cumulative number of prepaid Training Credits purchased at any time during any rolling 12-month period during the Order Term. Bulk TC Rates will not be applied retroactively for previously purchased Training Credits or for a la carte Workday Training purchases (e.g., Course purchases from the Workday Learning Center). c. Training Credit Use. Purchaser may use Training Credits to pay for any TC-Eligible Course that starts on or after the Order Effective Date and ends on or before 24 months after the Order Effective Date. For Learn Independent Courses purchased with Training Credits, Learners must enroll in the Course before the Training Credit expiration date but can begin the Course after such date. Training Credits are decremented -Eligible
Course without an adequate Training Credit balance, Workday will invoice Purchaser for the Training Fees for the Course.

4. Cancellation & Termination
a. Course Change or Cancellation by Purchaser. Purchaser or Learner may change or substitute a Learner, reschedule time or date of Course attendance, or cancel a Course enrollment without charge only if such change is entered into the Workday Learning Center within the applicable Cancellation Notice Period. For

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timely changed or canceled Courses, Workday will restore the Training Credit(s) decremented or will not charge Customer for the Training Fees. The following events are deemed to be Course cancellations ineligible for credit or refund: (i) failure to timely meet Workday Training or Course requirements or attend Course; (ii) Course changes and cancellations not within applicable Cancellation Notice Period; (iii) Training Coordinator has approved the course or exam; and (iv) Learner does not take or pass any required Course exam.
b. Course Change or Cancellation by Workday. If Workday discontinues a Learn Independent or Refresher Training Course, or an exam, the Learner must attend/take the Course or exam prior to the final offering date announced by Workday. Workday will not refund Training Fees or restore Training Credits if Learner does not do so. If Workday cancels any other Course, Workday will restore Training Credits decremented from Purchaser, or will not charge Purchaser for Training Fees, for such Course. Workday is not responsible for any costs or expenses incurred by Purchaser or Learner in connection with any Workday-canceled Workday Training.

5. Miscellaneous
a. Updates. Workday reserves the right to add, change, or discontinue Workday Training offerings from time to time without notice to Purchasers or Learners. Please consult the Training Catalog for the most current Workday Training offerings. Workday may modify these Training Terms from time to time in its sole discretion; provided the overall features and substance of the Workday Training program will not be materially decreased during the applicable Order Term.
b. Privacy. Workday may provide Purchaser and Learners with notices, including notices regarding changes to these Training Terms, by email, regular mail, or postings in Workday Community or the Workday website. ing history to the applicable Purchaser and to
at https://www.workday.com/en-us/privacy.html applies to Workday Training. Purchaser will obtain all necessary rights and permissions (including consent, where required) to provide Learner details to Workday so that it may invite them to participate in Workday Training. c. Order of Precedence. In the event of a conflict among these Training Terms, the applicable Order Form, the MSA or Partner Agreement, and any terms contained in Workday Community, as applicable, the order of priority is (1) the Order Form, (2) these Training Terms, (3) the MSA or Partner Agreements, as applicable, and (4) terms regarding Workday Training in Workday Community. d. Miscellaneous. Workday Training is not subject to any SLA and is not part of the Service. Workday Training is not covered under any Workday audit report or ISO Certification. Any audit activities and Customer information requests will be addressed in accordance with the optional Universal Customer Audit Program Order Form.

6. Definitions
means (a) at least 7 full calendar days before Course start date, (b) within 24 hours of enrollment for Courses enrolled within 7 full calendar days of Course start date, or (c) at least 14 full calendar days before Course start date for Dedicated Training.
means any Workday Training course listed in the Training Catalog or in the Workday Learning Center. means the portions of Adoption Kit, Adaptive Administrator Training Kit, and VNDLY Administrator Training Kit that Workday permits a Learner to download for use as described herein. means an individual employee, permitted independent contractor, or Authorized Party (for Customers domain.

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means the agreement under which the Purchaser is participating in any Workday Partner Program and such participation provides access to Workday Training. means a Customer or Partner that purchases Workday Training or is authorized to enroll Learners in Workday Training. - means the Workday Training eligible to be purchased with Training Credits as identified in means the applicable catalog of available Workday Training in Workday Community. means all Course materials (including, without limitation, eBooks; Downloadable Content; Course structure, look and feel, and descriptions) and all other material made available by Workday in connection with Workday Training, whether presented visually, audibly, electronically, or in printed form. means prepaid credits redeemable for Workday Training in lieu of paying Training Fees. means the fee (other than Training Credits) established by Workday from time to time for each Course.

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ADDENDUM B - BULK TRAINING CREDIT RATES
The following rates apply to the bulk purchases made within the 12-month period following the Order 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 Rate Per Training Credit 1-10 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

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MASTER SERVICES AGREEMENT
This Master Services Agreement (this “Agreement”), dated as of November 6, 2024, is made by and between City of Corona, California, a municipal corporation with its principal office located at 400 South Vincentia Avenue, Corona, California 92882, United States of America (“Client”), and Cognizant Worldwide Limited, a United Kingdom limited liability company with its principal office located at 280 Bishopsgate, Liverpool Street, London EC2M 4AG, United Kingdom (“CWW” or “Cognizant”). In addition, Cognizant Technology Solutions U.S. Corporation (“CTS US”) shall execute this Agreement together with Cognizant solely for the purpose of acknowledging that CTS US is authorized to perform for Cognizant any Services to be provided to Client in the United States of America pursuant to a relevant Statement of Work (as defined below), which CTS US or another U.S. Affiliate may also execute for such purpose as provided in Section 1.1.

For the purposes of this Agreement, Client and Cognizant may each be referred to as “Party” or, collectively, as the “Parties.” The Parties, intending to be legally bound, hereby agree as follows:

1. SERVICES.

1.1 Services. Cognizant and Client will develop and enter into one or more statements of work incorporating a description of the specific services to be provided, each in a form mutually agreed by the Parties (a “Statement of Work” or “SOW”). Each Statement of Work will set forth, among other things, project scope, various project activities and tasks to be performed by the Parties, and roles and responsibilities of the Parties. Cognizant may provide to Client the following types of services as, and to the extent, described in each Statement of Work: (i) the management of certain business and IT operational services, which may be performed either onsite or from remote locations (“Managed Services”); (ii) certain consulting, development, integration and or other support services provided in addition to the Managed Services (“Professional Services”); and (iii) any other services described as Cognizant’s obligation in a Statement of Work, (collectively the “Services”). In addition, Cognizant will provide to Client certain results or proceeds of the Services that are defined as deliverables in each Statement of Work (collectively, the “Deliverables”). Each Statement of Work shall specifically identify this Agreement and indicate that it is subject to the terms hereof and be executed by Client and Cognizant. Unless otherwise set forth herein or expressly identified in the SOW as a modification to a specified provision of this Agreement, to the extent there are any conflicts or inconsistencies between this Agreement and any Statement of Work, the provisions of this Agreement shall govern and control. Cognizant may engage any Affiliate (as hereinafter defined) of Cognizant to provide Services and Deliverables to Client and any Affiliates of Client for Cognizant under this Agreement, upon advance written notice and authorization as provided by Client, not to be unreasonably withheld.

For clarity, Collaborative Solutions, LLC shall be the Affiliate performing Services under the initial SOW. For SOWs executed in connection with work to be performed for Client in the United States of America, and solely to the extent that employees of a U.S.-domiciled Cognizant Affiliate who are foreign skilled workers are required for the provision of Services by Cognizant in connection with such SOW, such Cognizant Affiliate may also execute such SOW solely for the purpose of providing Services to Client for Cognizant. Any Affiliate of Cognizant may itself provide Services directly to Client and any Affiliates of Client under this Agreement by executing SOWs in its own name, exclusive of Cognizant, and only for the purposes of any such SOW(s), shall be considered “Cognizant” or a ”Party” as that term is used in this Agreement. Any Affiliate of Client may enter into SOW(s) with Cognizant or any Affiliate of Cognizant and, only for the purposes of any such SOW(s), shall be considered “Client” as that term is used in this Agreement. As used herein, the term “Affiliate” means any entity that controls or is controlled by or is under common control with Cognizant or Client, as applicable, where “control” means possessing, directly or indirectly, the Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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power to direct or cause the direction of the management, policies and operations of such entity, whether through ownership of voting securities, by contract or otherwise.

1.2 Deliverables and Acceptance. Deliverables, if any, under this Agreement will be as set forth under any SOW. Each SOW will describe, if applicable, the Deliverables that Cognizant is obligated to furnish to Client hereunder, the acceptance criteria for each of the Deliverables (the “Acceptance Criteria”) and the completion criteria, if any, to signify completion of each phase of a project. Client shall review, evaluate and/or test, as the case may be, each of the Deliverables within the applicable time period set forth in a SOW (with respect to each Deliverable, the “Acceptance Period”) to determine whether or not such Deliverable satisfies the applicable Acceptance Criteria in all material respects. If Client does not furnish a written notice to Cognizant specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects prior to the end of the Acceptance Period, then Cognizant shall submit to Client a written request for acceptance or identification of any deficiencies in the Deliverable, while outlining the timeframe for response. If Client does not furnish a written notice to Cognizant specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects prior to the end of the applicable Acceptance Period, then (a) Client will give the applicable Client SOW manager written notice of Client’s failure to provide notice of acceptance or non-acceptance, and (b) in the event that Cognizant has not received written notice of acceptance or non-acceptance of the applicable Deliverable within five (5) business days after Client’s receipt of such notice, Client will be deemed to have accepted the applicable Deliverable. If any Deliverable fails to satisfy its Acceptance Criteria in any material respect, then Client will notify Cognizant in writing specifying the respects in which such Deliverable does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Cognizant shall use its diligent commercially reasonable efforts to modify such Deliverable to so conform and the Deliverable will be resubmitted for acceptance by Client. If Client notifies Cognizant of rejection of a Deliverable within the Acceptance Period or prior to the deadline set forth in the subsequent request for acceptance provided by Cognizant, and, after two attempts, Cognizant is unable to remedy any non-conforming portion of any Deliverable, Client may terminate pursuant to Section

12.2 herein.

2. PROJECT SCHEDULE; CHANGES.

2.1 Project Schedule; Changes. Each Statement of Work will set forth the projected work effort and schedule applicable to the Services. All statements and agreements concerning time are based upon information available and circumstances existing at the time made, and each Statement of Work is subject to equitable adjustment upon any material change in such information or circumstances, the occurrence of an excusable delay (as provided for in Section

2.2 hereof) or upon modification of the scope, timing or level of work to be performed by Cognizant. Either Party will be entitled to propose changes. It is mutually acknowledged that any such change may affect the fees or charges (“Charges”) payable to Cognizant and/or the project schedule. Neither Party shall have any obligation respecting any change until an appropriate change order or amendment to the applicable Statement of Work is executed and delivered by both Parties.

2.2 Excusable Delays and Failures. Cognizant and Client will be excused from delays in performing, or from a failure to perform, hereunder to the extent that such delays or failures result from causes beyond Cognizant’s or Client’s reasonable control. Causes beyond Cognizant’s or Client’s reasonable control shall include acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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Party. Without limiting the generality of the foregoing, Client acknowledges that Client’s failure or delay in furnishing necessary information, equipment or access to facilities, delays or failure by Client in completing tasks required of Client or in otherwise performing Client’s obligations hereunder or under any Statement of Work and any assumption contained in a Statement of Work which is untrue or incorrect will be considered an excusable delay or excusable failure to perform hereunder and may impede or delay completion of the Services. Client further acknowledges that such delays or failures may result in additional charges for the Services. If Cognizant is solely responsible for material delays in performing hereunder or the completion of tasks, or providing such information or documentation required by Client to complete its tasks and obligations, the project schedule under the applicable Statement of Work shall be extended to a date that does not impact the agreed-upon timelines for Client to complete its tasks and obligations at no additional cost to Client. Client shall not be responsible for any costs associated with timeline extensions/delays caused by Cognizant, including unavailability of staff, delays in staffing assignment/reassignment, conflicts in scheduling due to other Cognizant client engagements, lack of responsiveness, inability to meet agreed-upon deadlines, and lack of product or municipal knowledge.

3. PAYMENT.

3.1 Project Charges and Reimbursable Items. Client shall pay to Cognizant the incurred and undisputed Charges set forth in each Statement of Work. Any Charges that are imposed on a time and materials basis shall be subject to adjustment by Cognizant annually unless otherwise expressly agreed in the applicable Statement of Work; provided that Cognizant shall provide notice to Client at least ninety (90) days prior to imposing such increased Charges. Client will also reimburse Cognizant for all reasonable out-of-pocket travel expenses paid or incurred by Cognizant in connection with the Services and any other reimbursable items set forth in each Statement of Work. Cognizant will have no obligation to perform any Services when any amount required to be paid by Client remains due and unpaid beyond the date such amount is due. Any suspension of Services by Cognizant as a result of Client’s failure to make payment as required will extend the due dates of Deliverables and other Services to the extent impacted by such suspension or delay.

3.2 Invoices; Payments. Cognizant will invoice Client for all Charges and reimbursable items payable to Cognizant on a monthly basis or otherwise in accordance with the schedule set forth in the relevant Statement of Work as such payments are due. Client will pay the invoiced amount in full within thirty (30) days of the date of receipt for each invoice, without deduction, setoff, defense or counterclaim for any reason; provided that the Client may withhold amounts disputed reasonably and in good faith pending resolution of such dispute. Client will pay interest, at a rate equal to the lesser of 1.5% per month (or part thereof) or the maximum legal rate permitted, on the amount shown on any invoice that is paid later than thirty (30) days after the date of the invoice, other than such amounts that are disputed in such good faith during the pendency of the relevant dispute. All amounts hereunder will be invoiced and paid in United States Dollars unless otherwise set forth in an applicable SOW.

3.2.1 If Client disputes all or a portion of any invoice, Client shall inform Cognizant in writing of the nature of the dispute as soon as practicable after invoice receipt.

Cognizant will resubmit an invoice with only undisputed amounts listed, and upon resolution of any items under dispute, Cognizant will resubmit those resolved items on a separate invoice and Client agrees to pay the undisputed amounts within 30 days of original invoice receipt date or as otherwise provided below. The Client’s written notice to Cognizant of a dispute must contain reasonable detail so that Cognizant can investigate the issue. Cognizant shall respond to Client’s notice Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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within ten (10) business days with either a justification of the disputed charges, an adjustment to the invoice, or a proposal addressing the issues presented in Client’s notice and Client shall pay such resolved invoice within ten (10) days from resolution. The Parties will make reasonable efforts to resolve all remaining issues, if any. Cognizant will not suspend delivery of Services as a result of invoice(s) that are under dispute in accord with the terms above.

3.2.2 Except where otherwise agreed by the Parties, Cognizant shall book all travel arrangements at least fourteen (14) days in advance of the scheduled departure date. Travel bookings within a fourteen (14) calendar day period prior to the scheduled travel will require advance, written approval of the Client and authorization for the costs. Airfare shall be booked at a coach rate only. Cognizant personnel shall make best efforts to stay within the City of Corona, CA, limits, when booking lodging arrangements.

3.2.3 Cognizant acknowledges that Client is a governmental entity and, as such, that Client is funded by annual appropriations through governing bodies. Cognizant agrees that a non-appropriation of funds by Client or its Affiliates shall relieve Client of payment requirements under this section. Client will provide at least thirty (30) days prior notice and sufficient evidence of such non-appropriation of funds.

3.3 Taxes. All Charges are exclusive of taxes. Client shall pay amounts equal to any federal, state or local sales, use, excise, privilege, value added, goods and services or other taxes, duties, imposts, levies or similar assessment relating to the Services and Deliverables provided by Cognizant hereunder if applicable to Client, exclusive of taxes based on Cognizant’s net income or net worth. Client and Cognizant agree to cooperate on any tax matters arising from the provision of the Services and Deliverables under this Agreement. Both Parties agree to provide reasonable assistance to the other in order to mitigate any taxes applicable to the Services and Deliverables provided to Client or to payments made pursuant to this Agreement with respect to the Services and Deliverables.

4. OBLIGATIONS OF THE PARTIES.

4.1 Working Environment. For any Services to be provided by Cognizant at any of Client’s sites, Client shall, with advance notice, make reasonable efforts to provide Cognizant’s personnel with (i) a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) access to and use of Client’s facilities and relevant information, including, hardware and documentation; (iii) reasonable assistance to such personnel in a timely manner by promptly correcting any hardware or software problems within Client’s control that would affect the performance of Services; and (v) any other items set forth in each Statement of Work. Any Cognizant personnel accessing Client hardware, software, workspace, or equipment, shall comply with reasonable Client policies, as communicated to Cognizant in writing, including but not limited to any security or appropriate-use policies, workspace policies applicable to Client staff and contractors, or as otherwise reasonably requested by Client.

4.2 Client’s Personnel Commitment. Client will work to ensure that all Client personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice, (i) be available to assist Cognizant’s personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as outlined in the Statement of Work; (iii) participate in progress and other Service related meetings; (iv) contribute to software and system testing; and (v) be reasonably available to assist Cognizant with any other activities or tasks required to complete the Services in accordance with the Statement of Work.

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4.3 Export Control. Client agrees to notify Cognizant of any requirements for Deliverables or any other technology, technical data or information to which Cognizant will have access as a result of the Services that, in any case, will subject the Deliverables or the other technology, technical data or information to control under applicable export regulations under any classification other than EAR99 (or its non-U.S. equivalent) and, in such event, Client will (i) identify to Cognizant the applicable regulations (e.g. the United States Export Administration Regulations (“EAR”) or the International Traffic in Arms Regulations (“ITAR”)) and classifications (e.g. ECCN) and (ii) follow such guidelines as Cognizant may communicate to Client that reasonably are required to avoid violations. Each Party acknowledges and agrees that to the extent that any tangible or intangible technical data provided under this Agreement is subject to US export laws and regulations, such Party will not use, distribute, transfer, or transmit technical data provided by the other Party under this Agreement except in compliance with US export laws and regulations. Notwithstanding the foregoing, Client agrees that it will not provide Cognizant with any technology, technical data or information that is subject to control under the ITAR. In the event that Client wishes to provide Cognizant with ITAR-controlled technology, technical data or information, Client will notify Cognizant in writing of such intent, and the Parties agree to cooperate to determine the appropriate agreements and controls, if any, required before Client makes such disclosure.

4.4 FCPA. Neither Party shall take any action in connection with the performance of its obligations under this Agreement that violates the Foreign Corrupt Practices Act, as amended, and the rules and regulations thereunder in any manner that has a material adverse impact on the other Party. To the extent that any of the Services or Deliverables cannot be performed or provided without violation of any law, regulation, or other control, then Cognizant shall not be obligated to provide the same and the applicable Statement of Work shall be amended accordingly.

4.5 Work Authorization/HR Compliance/Relationship Matters. In the event that it is necessary for Cognizant to obtain visas or work permits for Cognizant personnel, Client will cooperate with Cognizant by taking all reasonably necessary actions to facilitate Cognizant’s efforts, including, but not limited to, providing, and hereby consents to Cognizant providing to immigration authorities, documentation indicating the nature and location of the work to be performed, the necessity of the work to be performed, and other documentation as may be reasonably required and related to this Agreement (including the existence and terms of this Agreement and the identity of the Parties hereto), and posting such notices as may be legally required (including any legally required notice posting at Client sites from which the parties contemplate services being provided by Cognizant personnel who are foreign skilled workers).

Notwithstanding anything herein to the contrary, Cognizant may, with Client’s prior written consent, use Client’s name to internally (within Cognizant) or externally reference to Client as a Cognizant customer and to describe the services provided to Client.

4.6 Cognizant’s Personnel Commitment and Obligations. Cognizant shall perform its obligations as set forth in the applicable Statement of Work. In addition, Cognizant shall:
i. designate and provide for each Statement of Work one, unless otherwise so stated as more than one, Cognizant point of contact who shall be Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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responsible for answering and resolving Client’s questions and issues relating to the Services described therein; and
ii. provide sufficient, qualified, knowledgeable personnel capable of performing Cognizant’s obligations as set forth in the applicable Statement of Work.

4.6.1 Cognizant shall assign and meet the required staffing and resource needs for the provision of the Services. If Client notifies Cognizant that it is dissatisfied with the services of any person supplied by Cognizant, Client shall provide Cognizant with a written description of such unsatisfactory services, and Cognizant shall try in good faith to promptly resolve any concerns. If Client continues to be dissatisfied with such person due to issues related to performance, workplace conduct, or behavior, Cognizant will remove that person from the project and will assign another qualified person to Client’s work as soon as possible. Cognizant agrees to use commercially reasonable efforts to maintain consistency of project personnel (subject to personnel employment status, promotion, leave of absence) and commits that replacement staffing resources will have sufficient project knowledge, qualifications, and experience, without additional cost to Client, in order to render Services in accordance with this Agreement. In such a case, Cognizant will provide a replacement within a commercially reasonable time while preserving overall project timelines.

Cognizant shall require each of its agents, officers, and employees to abide by any Client’s policies that are communicated or provided in writing to Cognizant, including those prohibiting sexual harassment, pandemic response, security, firearms, and smoking, as well as all other reasonable work rules, safety rules, or policies regulating the conduct of persons on Client property at all times while performing duties pursuant to the Agreement. Cognizant and its agents, officers, and employees performing services on Client premises and otherwise using Client software, hardware, or equipment, shall comply with all Client security and information technology policies and practices. Cognizant agrees and understands that a violation of any of these policies or rules will constitute a breach of this Agreement and will be sufficient grounds for termination of the Agreement by the Client.

5. OWNERSHIP.

5.1 Ownership of Developed IP. Unless otherwise agreed in an SOW, Cognizant agrees that, upon Client’s payment in full, the software or other works of authorship developed by Cognizant or its Affiliates specifically for Client as a Deliverable or a part of a Deliverable, as set forth in a Statement of Work (“Developed IP”) shall be the property of, and ownership shall vest in, Client. Developed IP does not include Cognizant Confidential Information, Cognizant Proprietary Intellectual Property (as defined below), any Third Party Items, or any derivative of the foregoing, that may be incorporated into a Deliverable. Cognizant agrees to take, at Client’s cost and expense, all actions requested by Client which are reasonably necessary to assure the conveyance to Client of the foregoing rights to the Developed IP.

5.2 Residual Rights. Notwithstanding anything to the contrary herein, Cognizant, Cognizant Affiliates, and their respective employees and agents shall be free to use and employ any Residual Information. “Residual Information” means the general knowledge, ideas, know-how, experience, and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party.

Nothing in this paragraph, however, shall be deemed to grant a license under Client’s registered intellectual property rights.

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5.3 Cognizant Proprietary Intellectual Property. Client acknowledges that Cognizant personnel may utilize proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship, creative works, ideas, know-how, research results, data or other materials which have been or are originated, developed, licensed, purchased, or acquired by Cognizant or its Affiliates or subcontractors (collectively, “Cognizant Proprietary Intellectual Property”); which constitutes Cognizant Confidential Information. Client agrees that Cognizant Proprietary Intellectual Property and Residual Information, any derivatives of Cognizant Proprietary Intellectual Property or Residual Information, is the sole property of Cognizant (or its licensors) and that Cognizant (or its licensors) will retain sole and exclusive title to and ownership thereof. If any Cognizant Proprietary Intellectual Property owned by Cognizant is embedded in a Deliverable, Cognizant grants to Client a worldwide, royalty free, non-exclusive, transferable, perpetual license to use, modify, execute and perform such Cognizant Proprietary Intellectual Property as a functional element of the applicable Deliverable, subject to any additional terms or limitations set forth in the applicable Statement of Work, and provided that no portion of the Cognizant Proprietary Intellectual Property is separated or unbundled from the applicable Deliverables or used as a stand-alone product or development tool. Except as expressly provided in the foregoing sentence, nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or under any Cognizant Proprietary Intellectual Property (whether by estoppel, implication or otherwise). Any license to Cognizant Proprietary Intellectual Property that is not embedded in Deliverables or that is commercially available will be pursuant to a separate license agreement between Client and Cognizant (or its licensor).

5.4 Client Provided IP and Third Party Items. Client grants Cognizant and its Subcontractors a non-exclusive, paid-up license to use, execute, reproduce, distribute, and prepare derivative works of Client software and third party software licensed to Client as reasonably required to perform Services. Cognizant shall obtain Client’s prior written consent before embedding in Deliverables or installing in Client’s environment any proprietary third party tools or applications. If any third party tools, applications, utilities and cloud infrastructure are distributed, resold, or provided to Client in connection with this Agreement (collectively, “Third Party Items”), such Third Party Items shall be provided AS-IS and may be made available to Client under a separate agreement between Client and the licensor of the Third Party Item or made available to Client by Cognizant under a separate agreement or pass-through terms set forth in an SOW, which shall apply to the relevant Third Party Item(s) in lieu of any of the terms of this Agreement. Notwithstanding anything to the contrary herein, Client’s use of each open-source component incorporated by Cognizant into a Deliverable will be governed by, and is subject to the terms and conditions of the applicable open-source license.

5.5 Installation of Tools. Cognizant may use certain Cognizant owned or licensed Tools (the “Tools”), including those set forth in the applicable SOW in connection with its performance of the Services. The Tools are Cognizant Proprietary Intellectual Property and are not part of any Deliverable. As between Cognizant and Client, Cognizant is the sole owner of the Tools, together with all modifications, enhancements and changes to the Tools and the information generated by any of the foregoing. Client consents to Cognizant’s installation of the Tools onto Client’s systems. Only Cognizant may install, configure, control, or grant access to the Tools. Client agrees that Cognizant may uninstall and remove the Tools at any time, and that the consent set forth in this paragraph is not a software license or subscription agreement. Cognizant will use the Tools as installed on Client’s systems solely to perform the Services for Client.

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6. CONFIDENTIAL INFORMATION.

6.1 Confidentiality Obligations. For a period of three (3) years from the date of disclosure of the applicable Confidential Information (as hereinafter defined), Client and Cognizant (including any of Cognizant’s Subcontractors) shall each (i) hold the Confidential Information of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other Party for any purpose whatsoever except as expressly contemplated under this Agreement or any Statement of Work. Except with the express written consent of the other Party, each Party shall disclose the Confidential Information of the other Party only to those of its and its affiliates’ employees, officers, directors, subcontractors, agents or representatives having a legitimate need to know the information for the purposes of this Agreement (“Representatives”) and shall take all reasonable precautions to ensure that such Representatives comply with the provisions of this Section 6.1.

6.2 Definition. The term “Confidential Information” shall mean any and all information or proprietary materials other than Personal Information (as defined in Exhibit A attached hereto) (in every form and media) not generally known in the relevant trade or industry and if provided in tangible form, is clearly identified or labeled as confidential and which has been or is hereafter disclosed or made available by either Party (the “disclosing party”) to the other (the “receiving party”) in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and customer lists or requirements.

6.3 Exceptions. The obligations of either Party under Section 6.1 will not apply to information (other than Personal Information) that (i) was in the receiving party’s possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by the receiving party, or (iv) is independently developed by the receiving party without regard to the Confidential Information of the disclosing party. In addition, the receiving party may disclose Confidential Information as required to comply with the California Public Records Act or any binding orders of governmental entities that have jurisdiction over it; provided that the receiving party (a) gives the disclosing party reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy, (b) discloses only such Confidential Information as is required by the governmental entity, and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

7. DATA PROTECTION

7.1 Data Protection. If and to the extent that the Services require Cognizant to process Client’s Personal Information, the Parties shall abide by the terms set forth under Exhibit A attached hereto.

8. INDEMNIFICATION.

8.1 Intellectual Property Rights Indemnity. Cognizant and Client (in such case, the “indemnifying party”) each agree to indemnify and hold harmless the other (in such case, the “indemnified party”) from and against any costs and damages awarded against the indemnified Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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party by a court pursuant to a final judgment as a result of, and defend the indemnified party against, claims of infringement of a U.S. patent or registered copyright or misappropriation of any trade secret related to a Deliverable, the Services or other Developed IP or documentation provided or developed by Cognizant (in the case of indemnification by Cognizant) or any claim relating to Cognizant’s possession, use or modification of any software, documentation, data or other property provided by Client to Cognizant (in the case of indemnification by Client).

8.2 Intellectual Property Rights Exclusions. Cognizant shall have no obligation under Section 8.1 or other liability for any infringement or misappropriation claim resulting or alleged to result from: (i) modifications made other than by Cognizant, (ii) use of the Deliverables other than for Client’s internal purposes or in combination with any equipment, software or material not approved or provided by Cognizant, (iii) Client’s use or incorporation of materials not provided by Cognizant, (iv) the instructions, designs or specifications provided or approved by Client; (v) any software or other materials furnished by any third party; or (vi) Client’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement.

8.3 Infringement Remedies. In the event of an infringement or misappropriation claim as described in Section 8.1 above arises, or if Cognizant reasonably believes that a claim is likely to be made, Cognizant, at its option and in lieu of indemnification, may: (i) modify the applicable Deliverables, Services or any Developed IP or documentation so that they become non-infringing but functionally equivalent; or (ii) replace the applicable Deliverables with material that is noninfringing but functionally equivalent; or (iii) obtain for Client the right to use such Deliverables upon commercially reasonable terms; or (iv) remove the infringing or violative Deliverables and refund to Client the fees received for such Deliverables that are the subject of such a claim. This Section 8 sets forth the exclusive remedy and entire liability and obligation of each Party with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.

Personal Injury and Property Damage Indemnity. To the fullest extent permitted by law, Cognizant shall defend (with counsel of Client’s choosing), indemnify and hold the Client, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to tangible personal or real property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Cognizant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Services, the project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorney’s fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Cognizant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Cognizant. Cognizant’s obligation to indemnify shall survive expiration or termination of this Agreement.

8.4 Indemnification Procedures. The obligations to indemnify, defend and hold harmless set forth above in this Section 8 will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based and will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim or action without the prior written consent of the indemnified party; Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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and (iii) cooperates with the indemnifying party, at the indemnifying party’s cost and expense in the defense or settlement thereof . Except as provided in Section 8.4, the indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.

9. STANDARD OF CARE AND WARRANTY.

9.1 Standard of Care. Cognizant warrants that its Services will be performed in a good, timely, thorough, and workmanlike manner, in accordance with the Agreement and in a manner consistent with the same degree of skill and care ordinarily exercised by professionals performing similar services in the same locality or industry, at the same site, and/or under the same or similar circumstances and conditions. Cognizant shall be responsible for the professional and technical accuracy and the coordination of all work furnished under this Agreement as further set forth in the associated Statement of Work. Cognizant shall furnish appropriate qualified and competent professional services for each aspect and task for which it is assigned per the Statement of Work so that detailed checking or reviewing by the Client is not necessary. Notwithstanding any provision to the contrary, the Client’s review, approval, testing, acceptance or payment for any of the Deliverables, Services, equipment, and/or materials furnished shall not be construed to operate as a waiver of any rights under this Agreement or any cause of action arising out of the performance of this Agreement. Without limiting the generality of other provisions of this Agreement, in the event that any aspect of Cognizant’s performance fails to comply with applicable law or Statement of Work due to Cognizant’s negligence, Cognizant shall make all necessary corrections at no cost whatsoever to the Client.

9.2 Limited Warranty. Cognizant warrants the following:

9.2.1 the Services performed will substantially conform to any applicable requirements set forth in the Statement of Work for a period of thirty (30) days (the “Warranty Period”) following completion of the Services set forth in the Statement of Work; and

9.2.2 during the Warranty Period, the Deliverable(s) will materially conform to the corresponding product specifications set forth in the applicable Statement of Work for such Deliverable.

9.3 Remedies. Cognizant does not warrant that any Deliverable will operate uninterrupted or error-free, provided that Cognizant shall remain obligated pursuant to this Section 9. In the event that any Deliverable or Service fails to conform to the foregoing warranty in any material respect, the sole and exclusive remedy of Client will be for Cognizant, at its expense, to promptly use commercially reasonable efforts to cure or correct such failure. The foregoing warranty is expressly conditioned upon (i) Client providing Cognizant with prompt written notice of any claim thereunder prior to the expiration of the applicable Warranty Period, which notice must identify with particularity the non-conformity; (ii) Client’s full cooperation with Cognizant in all reasonable respects relating thereto, including, in the case of modified software, assisting Cognizant to locate and reproduce the non-conformity; and (iii) with respect to any Deliverable in its final form, the absence of any alteration or other modification of such Deliverable by any person or entity other than Cognizant unless otherwise permitted by Cognizant through the Deliverable development, review, and acceptance process.

9.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.1 AND 9.2,

COGNIZANT DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR

CONDITION OF ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR

CONDITION BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY

REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE.

9.5 Responsibility of Client. In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is determined not to be Cognizant’s responsibility hereunder (including any problem with Client’s third party vendors, Client’s computer hardware or software that was not caused by any Services performed by Cognizant), Client may be held responsible to pay Cognizant for all reasonable and documented costs incurred for all evaluation, correction or other services performed by Cognizant relating to such claim on a time and materials basis at Cognizant’s then standard billing rates.

10. LIMITATION OF LIABILITY AND REMEDIES.

10.1 Exclusion of Damages. In no event shall either Party be liable to the other Party or any other person or entity for any lost profits, special, exemplary, indirect, incidental, consequential or punitive damages or liabilities, or for any costs (including transition costs) associated with procuring substitute or replacement services, of any kind or nature whatsoever (collectively, “Indirect Damages”), whether in an action based on contract, warranty, strict liability, tort or otherwise, even if such Party has been informed in advance of the possibility of such Indirect Damages or such Indirect Damages could have been reasonably foreseen by such Party.

10.2 Total Liability. Except for any liability arising under Section 8 of this Agreement, and Cognizant’s gross negligence, fraud, criminal acts, and willful misconduct, in no event shall Cognizant’s liability to Client or any other person or entity arising out of or in connection with this Agreement or the Services exceed, in the aggregate, the total fees paid by Client to Cognizant for the particular Service or Deliverable with respect to which such liability relates (or in the case of any liaDbility not related to a particular portion of the Services, the total fees paid by Client to Cognizant under the applicable Statement of Work) in the twenty-four (24) month period preceding the last act or omission giving rise to any such liability, whether such liability is based on an action in contract, warranty, strict liability or tort (including, without limitation, negligence) or otherwise. The limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

11. EMPLOYEES.

11.1 No Employee Relationship. Neither Party’s personnel shall be deemed to be employees of the other Party. Each Party and its Affiliates shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, worker’s compensation and any similar taxes associated with employment of its personnel. A Party’s employees shall not be entitled to any benefits paid or made available by the other Party to its employees. The parties agree that Cognizant shall act as an independent contractor and not as an officer, employee, or agent of Client.

11.2 Non-Solicitation Obligations. During the term hereof and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, solicit for employment or employ, or accept services provided by, (i) any employee of the other Party (including employees of Cognizant’s Affiliates); or (ii) any former employee of the other Party (including former employees of Cognizant’s Affiliates) who performed any work in connection with or related to the Services.

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which will be responsible for providing a portion of the Services that Cognizant provides to Client (such as field services and end user support) where such services are not dependent on a product being provided by such third party (“Subcontractors”), provided that such Subcontractors are bound to perform such obligations as if such obligations were being performed by Cognizant.

Notwithstanding the foregoing, Cognizant shall not subcontract any Services under this Agreement without Client’s prior written consent, not to be unreasonably withheld. In the event of the proposed or actual use a Subcontractor, in no event shall the costs under an applicable Statement of Work increase as a result of the use of a Subcontractor unless specifically authorized in advance by the Client. Cognizant may also (i) engage vendors providing equipment or software (and services in support of such equipment or software) to support the provision of Services and/or (ii) subcontract for third party services or products that are not principally dedicated to performance of Services for the Client, which are not material to a function constituting a part of the Services, do not result in a material change in the way Cognizant conducts its business, or are composed of small scale temporary labor (collectively, “Third Party Providers”). For the avoidance of doubt, Third Party Providers shall not be deemed “Subcontractors” as such term is defined under this Section 11.3. Cognizant may engage such Third Party Providers pursuant to such Third Party Providers’ standard terms and conditions. In the event Client seeks to engage directly with such Third Party Provider, Client shall have an opportunity to review and may agree in writing to be bound by the Third Party Providers’ standard terms and conditions to the extent necessary, if at all, for Client to (iii) be able to use of the relevant Third Party Provider’s product or services in connection with its receipt of the Services and/or (iv) make use of any of the Services supported by such Third Party Provider’s product/services. No engagement of Subcontractors or Third Party Providers hereunder will relieve Cognizant from any of its obligations under this Agreement.

11.4 Nondiscrimination. To the extent applicable to Services under this Agreement, Cognizant shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

12. TERM AND TERMINATION.

12.1 Term. The Agreement is effective as of the date on the Agreement and shall continue in effect for an initial term ending three years thereafter. The Agreement shall thereafter continue in effect for successive one-year terms, unless not later than sixty (60) days prior to the end of the then-current term, either party shall notify the other that the Agreement shall expire, in which event the Agreement shall expire on the last day of the then-current term (except with respect to any Statement of Work for which the term set forth in such Statement of Work has not yet been completed, which Statement of Work shall continue until expiration or termination).

12.2 Non-Appropriation; Termination or Suspension. The terms of this Agreement are contingent upon sufficient appropriations and authorization being made by the Client for the performance of this Agreement. If sufficient appropriations and authorization are not made by Client, this Agreement shall terminate upon thirty (30) days written notice being given by the Client to Cognizant. The Client’s decision as to whether sufficient appropriations are available shall be accepted by Cognizant and shall be final. Client agrees that it will seek funding in good faith and agrees it will not use non-appropriations solely as a means to acquire functionally equivalent products or services from a third party. Upon termination Client will remit all amounts due and all Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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costs reasonably incurred by through the date of termination and, to the extent of lawfully available funds, through the end of the then current fiscal period. Nothing herein shall be construed as a waiver of Client’s rights or obligations either within this Agreement or under law. Further, either Party may terminate this Agreement for convenience, in whole or in part, by providing written notice to the other Party sixty (60) days prior to termination, without early termination penalty or liability (except as otherwise agreed in a SOW). This Agreement may be terminated in whole or in part by either Party (the “non-breaching party”) upon written notice to the other Party if any of the following events occur by or with respect to such other Party (the “breaching party”): (i) the breaching party commits a material breach of any of its obligations hereunder and fails to cure such breach within thirty (30) days after receipt of notice of such breach or fails to remedy to the non-breaching party’s reasonable satisfaction or reach an agreement with the non-breaching party regarding the cure thereof; or (ii) any insolvency of the breaching party, any filing of a petition in bankruptcy by or against the breaching party, any appointment of a receiver for the breaching party, or any assignment for the benefit of the breaching party’s creditors. In addition to any right to terminate as provided in this Agreement, the Parties agree that in connection with any dispute for which Client withholds the payment of charges pursuant to this Agreement, if the total amount being disputed (other than amounts in dispute resulting from clear billing errors of Cognizant), plus any amount that is undisputed but past due and any interest that has accrued thereon, exceeds the amount of fees billed by Cognizant in the then-prior three-month period (the “Disputed Amount”), Cognizant may, without liability to Client or its Affiliates, with at least 30 days’ prior written notice to Client, suspend the further delivery of Services that are not paid for in advance until all payment disputes are resolved using the dispute resolution process set forth in this Agreement. If Client pays the Disputed Amount, Cognizant shall promptly recommence performance of the Services and all Cognizant timing obligations and delivery commitments under this Agreement and/or each applicable SOW shall be extended by the number of days between the date of suspension and the date Cognizant recommences performance of the relevant Services.

12.3 Payment upon Termination. Upon termination, Cognizant will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress), however, in no event shall the dollar amount to be paid upon termination exceed a total of the maximum contracted amount and any additional amount provided for by amendment(s). In the event of termination of this Agreement, in whole or in part, by either Party pursuant to this Section 12, Cognizant will also be entitled to recover those reasonable costs incurred in anticipation of performance of the Services to the extent they cannot reasonably be eliminated.

12.4 Survival. In the event of termination or upon expiration of this Agreement, Sections 3, 5, 6, 8, 9 (subject to the expiration of any warranty period), 10, 11, 12, and 13 hereof will survive and continue in full force and effect.

13. MISCELLANEOUS.

13.1 Governing Law. This Agreement will be governed by the laws of the State of California, without reference to the principles of conflicts of law. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any State having jurisdiction. In addition, the provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. To the fullest extent permitted by applicable law, each Party irrevocably waives all rights to a trial by jury.

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13.2 Dispute Resolution.

13.2.1 Informal Negotiations. In the event of any dispute, controversy, or claim of any kind arising out of or relating in any way to this Agreement or the breach thereof (each a “Dispute”), prior to filing a notice of a claim, the Party claiming a Dispute shall send a written notice to the other Party describing the basis for the Dispute and the requested remedy, and inviting the other Party to have its executive confer with a named executive of the claiming party to attempt to negotiate a resolution.

13.3 Binding Effect and Assignment. Neither Party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party, except either Party may, upon prior written notice to the other Party (but without any obligation to obtain the consent of such other Party), assign this Agreement or any of its rights hereunder to any Affiliate of such Party, or to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such Party, if such entity agrees in writing to assume and be bound by all of the obligations of such Party under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assignees.

13.4 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

13.5 Notices. All notices required by this Agreement will be given in writing to the other Party and delivered by registered mail, international air courier, facsimile, or the equivalent. Notices will be effective when received as indicated on the facsimile, registered mail, or other delivery receipt.

All notices will be given by one Party to the other at its address stated on the first page of this Agreement unless a change thereof previously has been given to the Party giving the notice.

13.6 Amendments and Waivers. This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. No waiver by either Party of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by either Party with respect to any default, misrepresentation, or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

13.7 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force.

13.8 Counterparts. This Agreement and each Statement of Work may be executed in several counterparts and by facsimile signature, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the Parties with the same effect as if all the signatures were upon the same instrument. A telecopy signature shall be as legally effective as an original signature.

13.9 Entire Agreement. This Agreement and all Statements of Work attached hereto constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other prior or contemporaneous communications between the Parties relating to the subject matter herein.

13.10 Press Releases and Announcements. Either Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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the disclosing party shall use reasonable efforts to advise the other Party and provide it with a copy of the proposed disclosure prior to making the disclosure).

13.11 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

13.12 Consents and Approvals. Except where expressly provided as being in the discretion of a Party, where approval, acceptance, consent or similar action by either Party is required under this Agreement or the applicable Statement of Work, such action shall not be unreasonably withheld or delayed.

13.13 Insurance. Cognizant shall comply with all provisions of this Section 13.13 unless a waiver or exception is approved by Client and documented in writing.

13.13.1 Time for Compliance. Before Cognizant commences any Services under this Agreement, Cognizant shall provide evidence that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for Client to terminate this Agreement for cause.

13.13.2 Minimum Requirements. Cognizant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by Cognizant, its agents, representatives, employees or subconsultants. Cognizant shall also require all of its Subcontractors to carry insurance for the duration of the Agreement in commercially reasonable amounts as determined by the Parties acting in good faith. Such insurance shall meet at least the following minimum levels of coverage. . The minimum amount of insurance may be maintained through primary and umbrella or excess coverage. Except for any statutory required insurance, coverage and limits required herein may be met through the combination of primary, local admitted, and global insurance policies maintained by Cognizant. (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Cognizant has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Cognizant shall maintain limits no less than:
(1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

1.3 Professional Liability. Cognizant shall procure and maintainfor a period of three (3) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 minimum per claim or occurrence or $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Cognizant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including, but not limited to infringement of copyright, trademark or other intellectual property (excluding patent infringement), invasion of privacy violations, electronic information or data theft, loss of, breach of, damage to, Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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destruction of or misuse of electronic information or data, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

13.13.4 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) Client, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured for Services provided under this Agreement with respect to liability arising out of work or operations performed by or on behalf of Cognizant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects Client, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01). Any insurance or self-insurance maintained by Client, its directors, officials, officers, employees, agents, and volunteers shall be excess of Cognizant’s insurance and shall not be called upon to contribute with it in any way. (B) Waiver of Subrogation – Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against Client, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work, Deliverables or Services performed by Cognizant.

13.13.5 Other Provisions; Endorsements Preferred. Cognizant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Cognizant:
(A) Waiver of Subrogation – All Other Policies. Cognizant hereby waives all rights of subrogation any insurer of Cognizant’s may acquire against Client, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work, Services or Deliverables performed by Cognizant. Cognizant understands, acknowledges and agrees that this provision is in full force and effect even if Client does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Cognizant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify Client in writing that such notice is not available and forward any notice of such actions to Client within two (2) business days from date of receipt by Cognizant.

13.13.6 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be before the date on which any Deliverables under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Deliverables under this Agreement commence, Cognizant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of Project.

13.13.8 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to Client in its sole and absolute discretion, insurance is to be placed with insurers which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and authorized as an admitted insurance carrier in California; or (2) an insurer Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.

13.13.9 Verification of Coverage. Cognizant shall furnish Client with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received before any Deliverables commence; provided, however, that failure to obtain the required documents prior to the commencement of Deliverables shall not waive Cognizant’s obligation to provide them.

In the event that a claim is presented to Client under which it seeks coverage as an additional insured, Client reserves the right to require complete, certified copies of all required insurance policies. .

13.13.10 Reporting of Claims. Cognizant shall report to Client, in addition to Cognizant’s insurer, any and all insurance claims submitted by Cognizant in connection with the Deliverables under this Agreement.

13.13.11 Subcontractors. All Subcontractors shall comply with each and every insurance provision of this Section 13.13 in accordance with industry practice as determined by the Parties acting in good faith. Cognizant shall therefore not allow any Subcontractor to commence work on any subcontract to perform any part of the Services or Deliverables until it has received evidence satisfactory to Cognizant that the Subcontractor has secured all commercially reasonable amounts of insurance required under this Agreement as determined by the Parties acting in good faith.

13.13.12 Special Risk or Circumstances. Client reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 13.13, in writing by amendment to this Agreement, including limits, based on any of the following: (A) the nature of the risk of the Deliverables; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

IN WITNESS WHEREOF, Cognizant and Client have caused this Agreement to be signed and delivered by their duly authorized officers, all as of the date first herein above written.

COGNIZANT WORLDWIDE LIMITED
Signature:

Print Name:

Title:

CITY OF CORONA, CALIFORNIA
Signature:

Print Name: Jacob Ellis
Title: City Manager
ATTEST:

Signature:__________________________
Print Name: Sylvia Edwards
Title: City Clerk
Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098 Michael Harvey
Authorized Person

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Solely for the purpose of acknowledging that CTS US may perform local services in the United States of America in accordance with Section 1.1:

COGNIZANT TECHNOLOGY SOLUTIONS U.S. CORPORATION
Signature:____________________________
Print Name:____________________________
Title:_________________________________
Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098 Authorized Signatory
Douglas Jones

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EXHIBIT A

DATA PROTECTION AGREEMENT
This Data Protection Agreement (this “DPA”), is entered into by and between Cognizant Worldwide Limited (collectively with its Affiliates, “Cognizant”) and City of Corona, California (“Client”) (each a “Party” and collectively, “Parties”), pursuant to the terms and conditions of the Master Services Agreement (the “Agreement”) effective November 6, 2024 between the Parties.

General Data Protection Terms

1. Introduction.

1.1. Order of Precedence. This DPA is part of the Agreement, and the terms of this DPA are in addition to, and not in lieu of, the terms in the Agreement. Other than with respect to the limitations of liability set forth in the Agreement, which shall govern and control in all cases, the terms of this DPA shall prevail over any conflicting terms in the Agreement’s other sections.

2. Definitions.

2.1. In this DPA:
a. “Access” or “Accessing” means to access, view, alter, use, process, transfer, store, host, disclose, erase, destroy, or dispose of Protected Data, and includes any operation or set of operations performed upon Protected Data, whether or not by automated means.
b. “Applicable Laws” means the privacy, data security, and data protection laws, directives, regulations, orders, and rules in the jurisdiction(s) applicable to the Cognizant and/or the Services provided under the Agreement. c. “Applicable Standards” means government standards, industry standards, and commercially reasonable practices related to privacy, data security or data protection that are applicable to Cognizant and the Services provided under the Agreement, or such other standards as otherwise agreed to by the Parties and specifically set forth in an applicable Statement of Work or other written agreement. d. “Authorized Person(s)” means the individual(s) to whom Client or Cognizant has granted Access to Protected Data.
e. “Employee Personal Data” means the Personal Information of the personnel of Cognizant, Cognizant’s Affiliates, or Cognizant subcontractors or other representatives.
f. “European Data Protection Legislation” means: Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection Regulation”), including any applicable delegated acts adopted by the European Commission and any applicable national legislation made under or otherwise adopted by member states of the EEA (defined below), Switzerland, or the UK pursuant to specific rights or powers Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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contained within the General Data Protection Regulation and all other applicable legislation in the EEA, Switzerland, and the UK relating to the protection of Personal Information.
g. “include” or “including” means including but not limited to. h. “Personal Data” means: any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person. i. “Personal Information” means: (i) information relating to an identified or identifiable individual in any form or medium; (ii) information related to an identified or identifiable individual that is protected under Applicable Law (including Personal Data); or (iii) information that is not specifically about an identified or identifiable individual but, when combined with other information, may identify an individual. In the event that the definition of Personal Information in this DPA is inconsistent with a definition of Personal Data, Personal Information, or similar concept under an Applicable Law, then the definition of such concept under the Applicable Law shall prevail solely to the extent of the inconsistency.
j. “Protected Data” means the Personal Information to which Client has granted Cognizant access for the performance of Cognizant’s obligations under the Agreement.
k. “Security Incident” means the unauthorized or unlawful destruction, loss, alteration, or disclosure of Protected Data caused by Cognizant’s breach of this DPA. Security Incidents will not include unsuccessful attempts to Access Protected Data or to interfere with system operations in an information system, such as “scans” or “pings” on a firewall.
l. “Security Standards” has the meaning set forth in Section 5 of this DPA.

2.2. All capitalized terms that are not expressly defined in this DPA will have the meaning given to them in the Agreement. All examples are illustrative and not the sole or exclusive examples of a particular concept.

3. General Obligations.

3.1. Compliance. Cognizant agrees that, during the period in which Cognizant has been given Access to Protected Data, it will comply with its obligations under Applicable Laws.

Cognizant will provide commercially reasonable information, assistance, and cooperation regarding the processing of Personal Information as Client may reasonably require to enable Client to comply with Applicable Laws, including (when required by Applicable Laws) assisting Client (at Client’s expense) with its security, notification, communication, recordkeeping, and reporting obligations under Applicable Laws.

3.2. Purpose Limitation. Cognizant agrees that it will Access Protected Data: (i) in accordance with the lawful, written instructions of Client (provided such instructions are reasonable and provided that Client shall be responsible for any material costs incurred by Cognizant in order to comply with such documented instructions); (ii) for the proper management and administration of Cognizant or to carry out Cognizant’s legal Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098

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responsibilities under Applicable Laws; and (iii) to fulfill its obligations under the Agreement and the relevant Statement(s) of Work.

3.3. International Transfers of Personal Information. When applicable, and where required by Applicable Laws, the Parties agree to execute appropriate data transfer agreements to ensure the lawfulness of cross-border transfers of Personal Information.

3.4. Duty of Confidentiality. Cognizant agrees that Authorized Persons to whom Cognizant has granted Access to Protected Data will be subject to a duty of confidentiality (whether such duty is contractual, statutory, or otherwise).

3.5. Individual Rights. Cognizant will reasonably assist the Client to fulfill or resolve an individual’s request for access to his or her Personal Information, including with respect to a request from a data subject to exercise any of his or her rights under Applicable Laws (including the rights of access, correction, blocking, objection, erasure and data portability, as applicable). If Cognizant receives such a request directly from the individual(s), Cognizant will promptly inform Client of the request.

3.6. Prohibited Personal Information. Client will not provide Cognizant with Access to Personal Information that contains any special categories of Personal Data or information related to criminal convictions and offenses that are not expressly disclosed in the relevant SOW(s).

4. Obligations for Special Categories of Personal Information.

4.1. European Data Protection Requirements. If Cognizant or a Cognizant Affiliate: (i) is established within the European Economic Area (“EEA”), Switzerland, or the UK and processes Personal Data of EEA or UK data subjects on behalf of Client or a Client Affiliate as part of the Services; (ii) processes Personal Data on behalf of a Client Affiliate established in the EEA, Switzerland, or the UK as part of the Services; or (iii) processes the Personal Data of data subjects located in the EEA, Switzerland, or the UK on behalf of the Client or a Client Affiliate as part of the Services, then the Parties will enter into additional EU-specific data privacy terms with respect to the Services that involve processing of such Personal Data.

4.2. HIPAA. If and to the extent Cognizant has Access to Protected Health Information as defined at 45 C.F.R. §160.103 (“PHI”) subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), then the Parties shall enter into a mutually agreeable Business Associate Agreement subject to the provisions of the Agreement.

5. Security Standards.

5.1. Minimum Security Standards. Cognizant agrees to implement and maintain commercially reasonable and appropriate administrative, technical, organizational, and physical controls designed to provide a level of security appropriate to the risk and to protect the confidentiality, integrity, and availability of Protected Data (“Security Standards”), including: (i) controls designed to secure facilities, infrastructure, data centers, servers, hard copy files, systems, equipment, applications, and devices used to Access Protected Data, including controls to monitor, prevent, detect, and respond to Security Incidents; (ii) policies and practices limiting Access to Protected Data only to Authorized Persons; and (iii) procedures to regularly assess and evaluate the effectiveness of the Security Standards.

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5.2. Training. Cognizant will provide privacy and security training for all Authorized Persons who Access Protected Data.

5.3. Client Responsibility for Employee Personal Data. To the extent that Client has Access to Employee Personal Data, Client shall implement and maintain, in compliance with Applicable laws, a data privacy and security program to protect Employee Personal Data to a standard materially the same as those required of Cognizant hereunder. Client shall collect only the minimum necessary amount of Employee Personal Data to comply with Client’s obligations under Applicable Laws.

6. Return and Disposal of Protected Data. Upon the earlier of Client’s written request or termination or expiration of the Agreement, Cognizant will securely destroy or, at Client’s expense, return the Protected Data in accordance with Client’s reasonable written instructions. Cognizant agrees to return or destroy Protected Data within ninety (90) days of receipt of Client’s written request or expiration or termination of the Agreement, as applicable; provided, however, that Cognizant may retain copies of Protected Data that Cognizant is legally required to retain, subject to a continued obligation to hold the same in confidence in accordance with this Agreement.

7. Security Incident Response.

7.1. Security Incident Response Program. Cognizant will maintain an incident response program in compliance with Applicable Laws to respond to Security Incidents.

7.2. Notice, Investigation, and Remediation. In the event of a Security Incident, Cognizant will notify Client without undue delay (and in no event more than seventy-two (72) hours after confirmation of the Security Incident). This notification will include, to the extent know at the time notice is sent: (i) a description of the Security Incident; (ii) the categories and types of Protected Data affected; and (iii) if applicable, the categories and number of data subjects and individual records affected. Additionally, Cognizant will promptly investigate and remedy the Security Incident, take commercially reasonable steps to mitigate the effects of the Security Incident and to prevent further Security Incidents, and take other actions required of it by Applicable Laws.

7.3. No Unauthorized Statements. Except as required by Applicable Laws, neither Party will make public statements concerning a Security Incident that references or identifies either Party, unless both Parties have provided express written consent for any such statement prior to its release.

8. Change in Law. If an Applicable Law becomes effective after the execution of this DPA and is inconsistent with the terms of this DPA or otherwise requires the Parties to amend this DPA or change the Services, the Parties agree to enter into good faith negotiations to make required changes to the Security Standards, the Services, and/or to amend this DPA or the Agreement.

9. Survival. Cognizant’s obligations under this DPA will survive termination or expiration of the Agreement and/or completion of the Services solely to the extent Cognizant is required to Access Protected Data.

IN WITNESS WHEREOF, Cognizant and Client have caused this DPA to be signed and delivered by their duly authorized officers, all as of the date first herein above written.

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COGNIZANT WORLDWIDE LIMITED
Signature:

Print Name:

Title:

CITY OF CORONA, CALIFORNIA
Signature:

Print Name: Jacob Ellis
Title: City Manager
ATTEST:

Signature:__________________________
Print Name: Sylvia Edwards
Title: City Clerk
Docusign Envelope ID: 68F4FB17-1C5C-4103-B36E-4E9AF6222098 Michael Harvey
Authorized Person

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Teller Software as a Service Agreement
This is the Teller Software as a Service Agreement (“Agreement”) dated as of November 6, 2024 (the “Effective Date”) between Can/Am Technologies Inc. (“CanAm”) a company incorporated under the laws of Colorado, having its principal place of business at 1819 Denver West Dr, Suite 225, Lakewood, CO 80401 and City of Corona California, having its principal place of business at 400 S. Vicentia Ave., Corona, CA 92882 (hereinafter referred as "Client").

RECITALS

1. Pursuant to the terms of this Agreement, CanAm will provide a web-based system to manage point of sale processes for Client.

2. This system assists Client in managing revenue intake from cashiering to balancing, providing reconciliation workflows, and is intended to provide Client with reporting and visibility into financial transactions, increasing the accountability and transparency of financial management for Client.

AGREEMENT
Client and CanAm agree as follows:

1. DEFINITIONS

1.1. Agreement – this document and all schedules attached or incorporated by reference, and any subsequent addendums or amendments made in accordance with the provisions hereof.

1.2. Annual Software as a Service Fee – the annual fee payable by Client (either to CanAm directly or to an authorized CanAm reseller, as applicable) for the use of Teller software, including Teller support services, including Updates, and SaaS Services provided by CanAm under this Agreement.

1.3. Concurrent User – means the users who are logged on at the same time and sharing a finite number of licenses.

1.4. Confidential Information – has the meaning set out in section 13 of this Agreement.

1.5. Configuration(s) – all work required to configure Teller to reflect the business rules, workflow, security and data requirements of Client. Configuration includes any custom reports, Interfaces, Plugins, and conversion scripts developed for Client.

1.6. Defect – a program error that will cause Teller to crash, or program algorithms or logic that produce incorrect results. Defects pertain to the intended operation of Teller as delivered to Client, but do not pertain to subsequent errors brought about by Client Infrastructure changes made by Client or any other Third-Party. Defects do not include changing user preferences, report or screen aesthetics, presentation standards, or validity of converted data. With the exception of Interfaces that connect Teller to Third-Party software as set out in a statement of work, defects do not pertain to problems arising from Third-Party Software interfaced to Teller, or to problems arising from Teller Configurations not developed by CanAm.

1.7. Enhancement – any work requested by Client to alter existing Teller features, or to add any new features or functions to Teller software.

1.8. Force Majeure – circumstances beyond a Party’s reasonable control, including, without limitation, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, pandemics, unavailability or interruption in telecommunications or Third-Party services, virus attacks or hackers, failure of Third-Party Software, or inability to obtain power used in or equipment needed for provision of the Services.

1.9. SaaS Services – the services provided at the Third-Party hosting facility that are provided by CanAm to Client.

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1.10.SaaS Services Site – the Third-Party hosting facility, at a U.S. location of CanAm’s choice, at which servers and related equipment are located.

1.11.SaaS Services SLA – the SaaS Service Level Agreement as provided in Exhibit B, and any subsequent addendums or amendments made in accordance with the provisions herein.

1.12.Client Infrastructure – any Client owned, leased, or licensed information technology hardware and/or software that is required by Client to perform business functions. This hardware and/or software can be providing the infrastructure needed to perform these functions or can also be used as a gateway to an external, non-client owned, infrastructure that provides the necessary business functions.

1.13. Deliverables – the services deliverables, documentation and defined milestone objectives set forth in a Statement of Work. For greater certainty, Deliverables shall not include any Third-Party Software or related documentation licensed directly to Client from a Third-Party, or any modifications or enhancements thereto or derivatives thereof.

1.14.Intellectual Property – property that derives from the work of the mind or intellect, specifically, an idea, invention, trade secret, process, program, data, formula, patent, copyright, or trademark or application, right, or registration. Intellectual Property includes: a) Teller pre-existing and newly developed software, or pre-existing and newly developed software Configurations (including stock report definitions) of CanAm; b) CanAm methodologies, processes, tools, and general knowledge of the matters under consideration; and c) any pre-existing or newly-acquired material provided to Client by CanAm under separate license. For clarity, Intellectual Property does not include Third Party APIs that are incorporated into Teller solely as an Interface to Client devices or Third Party Software.

1.15.Interface – a connection with Third Party Software or hardware used to deliver a unified end user experience.

1.16. Named User – an individual internal to Client who has access to the Teller production database. A Named User may access the Teller Production Database from any workstation on Client's network or intranet, or via the Internet.

1.17. On Call Support – support outside of CanAm’s support desk coverage (6 a.m. to 6 p.m. MT excluding CanAm published holidays).

1.18.Party or Parties – referring to CanAm or Client or both.

1.19.Plugin – additional functionality that extends core Teller features. Plugins may be added to Teller to permit additional functionality. Licensed Plugins are fully supported and may have their own release cycle separate from the Teller product release cycle.

1.20.Production Environment – the environment provided to Client for end user official business use.

1.21.Response Time – the target time for CanAm to respond to Critical, High, Medium and Low support requests (as defined in Section 6.3 of this Agreement).

1.22.Service(s) – the professional services to be provided pursuant to the Statement of Work (Exhibit C) or other written request.

1.23.Source Code – any and all program code or database definitions developed by CanAm programmers using a formal programming language and used by Teller software.

1.24.Specifications – means the requirements of the Deliverables as set forth in the Statement of Work (Exhibit C) or an amendment to this Agreement.

1.25.Statement of Work (SOW) – a document that describes the implementation services, software products, and other Deliverables to be provided by CanAm (including its subcontractors if applicable) to Client under this Agreement. The Statement of Work is attached to this Agreement as Exhibit C.

1.26.Teller – an enterprise Point of Sale system that manages revenue intake from cashiering to balancing and reconciliation workflows in a single integrated database. Teller includes the reports and documentation that come with the Teller software.

1.27.Teller Annual Software as a Service Agreement – the document (i.e., this Agreement) which provides the terms and conditions under which the right to use Teller is provided to Client.

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1.28.Test Environment – the environment set up by CanAm to provide testing and training capability for Client.

1.29.Third-Party – a person, corporation, organization or entity other than Client or CanAm.

1.30.Third-Party Software – any identifiable product embedded in and/or linked to Teller software, but to which the proprietary rights belong to an independent Third-Party.

1.31. Update(s) – updates to Teller issued by CanAm, generally every six (6) weeks, to general availability for Teller Clients.

2. SCOPE OF AGREEMENT

2.1. By this Agreement, CanAm agrees to provide Client with a single annual subscription software license to use Teller in the Production Environment. This license includes the number of Interfaces, Concurrent Users, and/or Named Users identified in Exhibit A and subsequent purchase orders.

2.2. Client and CanAm agree that CanAm may opt to permit the use of this Agreement by broader public sector entities to procure Teller Software as a Service according to the terms and conditions of this Agreement as follows:
"Broader Public Sector Entities" means other political subdivisions, municipalities, tax-supported agencies and non-profit entities in the United States, including all local and state government agencies, academic institutions, school boards, special districts and any other public entities as acknowledged by the Federal government and any other public entities as agreed by Client.

With respect to purchases by Broader Public Sector entities, Can/Am acknowledges that such Broader Public Sector Entities shall make purchases in their own name, make payments directly to CanAm, and shall be liable directly to CanAm, holding Client harmless.

3. TERM OF AGREEMENT

3.1. This Agreement will remain in effect for a period of one (1) year from signing and will be renewed annually thereafter upon payment by Client of the Annual Software as a Service Fee within thirty (30) days of receipt of the renewal invoice, unless otherwise revised or terminated under the provisions of this Agreement, for up to an additional nine (9) years. Each annual renewal invoice will be issued thirty (30) days prior to renewal.

4. GRANT OF LICENSE

4.1. This Agreement provides Client with a non-exclusive and non-revocable license for Teller as identified in Exhibit A of this Agreement. This license will be effective for as long as this Agreement is in place and Client remains current with payment of their Annual Software as a Service Fee.

4.2. Client is licensed to use Teller in one (1) Test Environment and one (1) Production Environment at CanAm hosting site.

4.3. Client is licensed to use Teller only for processing transactions associated with Client’s business or public purposes. Any other use of Teller by Client is not permitted.

5. SOFTWARE AS A SERVICE FEE

5.1. Client agrees to pay an Annual Software as a Service Fee as specified in Exhibit A for license rights to Teller and for associated Teller support and Teller SaaS Services. The first year of the Teller Software as a Service Fee is billable upon execution of this agreement.

5.2. Client may subsequently add licenses and users throughout the Term for an additional price as set out in Exhibit A.

5.3. The Annual Software as a Service Fee does not include Configuration. CanAm may provide these Services for additional charge under a SOW or directly as professional services for the time and materials hourly rate established in Exhibit A.

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5.4. Client agrees to remit payment annually within 30 calendar days of receipt of the invoice. CanAm reserves the right to charge Client one (1) per cent interest per month on the undisputed outstanding balance of any fees or expenses not paid with thirty (30) days of date of invoice.

6. SUPPORT SERVICES

6.1. CanAm agrees, during the term of this Agreement, to provide Teller support services in a timely and professional manner. CanAm will provide unlimited technical support for Client’s Teller support personnel described in Section 7.2 of this Agreement. Support pertains to Teller and licensed Teller Plugins.

6.2. The Teller support web site will be available 24 x 7 for submitting Client support requests. The Teller support desk will be staffed from 6:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday, excluding CanAm published holidays. Extended hours of On Call Support outside of these working hours can be provided at additional rates per Section 8.

6.3. When Client submits a support request through the Teller support web site during normal CanAm hours for support, as specified in Section 6.2 of this Agreement, CanAm and Client will categorize, and CanAm will escalate as appropriate, the support request according to the following criteria. To ensure the listed Response Time, Client must call the provided Teller support toll-free number to report or confirm Critical and High priority issues.

Severity Definition Response
Time
Resolution Time
Critical Client site is down.

Major impact to operations of Client
site.
< 15
minutes
Immediate and ongoing effort,
with daily reporting to Client as
necessary until a work-around or
fix has been provided.

High Major impairment of at least one
important function at Client site.

Operations at Client site are
impacted.

All important Client functions are
working albeit with extra work.
< 1 hour Proceed with fix as high priority
work with reporting to Client as
necessary until a work-around or
fix has been provided.

Medium Client Operations not significantly
impacted.

One or more minor Client functions
not working.

Major usability irritations impacting
many staff at Client.
< 4 hours Proceed with fix as medium
priority work, according to
schedule set by CanAm.

Low Minor usability irritations.

Work-around exists.
< 2
business
days
Proceed with fix as low priority
work, according to schedule set by
CanAm

6.4. The Software as a Service Fee does NOT include technical support for Configurations and Third-Party Software not embedded within Teller, such as (but not limited to) operating system software and Microsoft Office products. Technical support for Teller related Third-Party hardware that may be used by Client, including scanners, printers, credit terminals, and other hardware peripherals is also not included.

6.5. CanAm will not begin charging Client for resolution of a non-Teller related problem until CanAm demonstrates to Client that the source of the problem is not related to a Teller Defect and Client has authorized work to resolve the issue. No time will be charged to Client for Teller Defects reported to CanAm.

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6.6. Unless otherwise specified, Teller product warranty and support activities will be conducted at and deployed remotely. Travel and living expenses to provide on-site services deemed by CanAm at its sole discretion as required to repair a Teller Defect will not be charged to Client.

7. CLIENT OBLIGATIONS AND RESPONSIBILITIES
Unless otherwise stated in a separate agreement between the parties or in a schedule of this Agreement, the following tasks will be the sole responsibility of Client:

7.1. Infrastructure Support –managing the local Internet Service Provider (ISP) providing Client its internet connection and/or its wireless service; managing its own networks; managing all desktop and mobile hardware for Client staff and implementing its own security policies and procedures.

7.2. First-Line Teller Support – Client is responsible for providing first-line Teller support to Client staff. Firstline Teller Client support is responsible for researching issues and assessing if they are the result of a Teller Defect. Client will identify a limited number of Client staff entitled to submit Teller support requests.

7.3. Future Updates – Client acknowledges that future Updates of Teller software may require different or additional Client equipment and/or software to function properly. CanAm will provide Client with sufficient notification of such requirements. Client will be responsible to fund, acquire, install, and maintain such different or additional equipment and/or software.

8. PROFESSIONAL SERVICES

8.1. At the request of Client, CanAm may provide any or all of the following professional services:
development of custom Configurations, report development, training, extended warranty, first line Teller support, On Call Support, and any other consulting activity. CanAm professional services may be purchased for an all-inclusive fixed-cost, or on a time-and-materials basis. All time and materials services will be approved in advance by the Client in a mutually agreed Statement of Work or other written request, and invoiced monthly based on the rates specified in Exhibit A. For fixed-cost services, all terms, conditions and costs will be specified in a mutually agreed Statement of Work.

8.2. CanAm will perform the Services and provide the Deliverables that are described in each Statement of Work in accordance with the terms of the SOW and this Agreement, for the price and in accordance with the delivery dates and Specifications described in the Statement of Work.

9. PAYMENT FOR SERVICES

9.1. Client will pay (either to CanAm directly or to an authorized CanAm reseller, as applicable) the fees set out in the Statement of Work, plus all applicable taxes, upon acceptance of Deliverables specified in the Statement of Work, subject to receipt of invoices from CanAm.

9.2. CanAm will submit invoices and other supporting documentation which may be required by Client describing the Services and deliverables for which payment is claimed.

9.3. Client will pay, without set-off or deduction, each invoice or undisputed portion of an invoice within thirty (30) days from receipt of the invoice. Any disputes will be resolved according to the dispute resolution process set out in Section 17 of this Agreement. CanAm reserves the right to charge Client one (1) per cent interest per month on any undisputed outstanding balance of any fees or expenses not paid within thirty (30) days of date of invoice.

10. SOURCE CODE

10.1.This license will provide Client with run-time only capability for Teller as described in Section 2 of this Agreement.

10.2.Source code (metadata) to custom Configurations, reports, and specialized code developed specifically for Client will be provided to Client upon request.

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11. REPRESENTATIONS AND WARRANTIES

11.1.CanAm will repair Teller Defects reported by Client during the term of this Agreement at no additional charge to Client. CanAm will make all reasonable efforts to resolve Defects quickly, via an Update if necessary.

11.2.The warranty on all CanAm-developed custom Configuration is defined in the applicable SOW. Subject to clause 11.4, licensed Interfaces are warranted. Material changes to the Client environment may require additional fee-based work.

11.3.CanAm does not provide warranty for any custom Configuration, custom code not developed by CanAm, or Third Party files included with Teller that are required to integrate with equipment or Third Party software.

11.4.CanAm warrants that it has full power and authority to grant this Teller license and that the Teller software does not, and will not during the term of this Agreement, infringe on any Intellectual Property rights of any Third Party. If a claim of infringement is made by any Third Party, CanAm may, at its sole option either:
a) secure for Client the right to continue using the Teller software; or b) modify the Teller software so that it does not infringe.

If CanAm cannot or does not either secure for Client the right to continue using the Teller software or modify the Teller software so that it does not infringe, Client may terminate this Agreement for CanAm’s breach under Section 15.2. This represents Client's sole and exclusive remedy with respect to this warranty.

CanAm shall defend and indemnify Client, at CanAm’s expense, from any third party claim against Client alleging that Teller or the Deliverables infringes or misappropriates Intellectual Property rights of a Third Party.

Notwithstanding the foregoing, CanAm has no obligation to indemnify Client under this Section if any infringement claim is based upon or caused by the following: (i) a use for which Teller was not designed or specified as set out in Section 2; (ii) design specifications or any data, information, drawings, manuals, script, or like materials provided by Client to CanAm, which has resulted in the infringement action; and/or (iii) the unapproved combination, operation or use of Teller with any other Third Party product not provided by CanAm, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question. CanAm provides no warranty whatsoever for any Third Party software or hardware products. In the event of an infringement claim for which Client is or may be entitled to indemnification hereunder, CanAm will assume the defense at CanAm’s sole expense. CanAm will consult with Client regarding any settlement of any Third Party Claim but shall not be required to receive Client’s consent to settle any such claim, provided that no settlement shall require Client to admit any wrongdoing without Client’s consent. Notwithstanding the foregoing, Client is entitled to be represented in any such action, suit, or proceeding at its own expense and by counsel of its choice.

11.5.TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANAM AND ITS LICENSORS AND

SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABLE

QUALITY OR FITNESS FOR PARTICULAR PURPOSE, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR TRADE USAGE.

11.6.THIS SECTION 11 SETS OUT THE SOLE AND EXCLUSIVE REMEDY WHICH APPLIES OR SHALL APPLY TO TELLER AND THE SERVICES. NO ORAL OR VERBAL ADVICE OR

INFORMATION GIVEN BY EITHER PARTY, THEIR AFFILIATES OR ITS OR THEIR AGENTS,

SERVANTS, EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A DIFFERENT OR

GREATER WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY

UPON ANY SUCH ORAL OR WRITTEN COMMUNICATIONS TO CREATE OR ESTABLISH WARRANTY RIGHTS IN EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN.

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12. OWNERSHIP OF SOFTWARE AND DATA

12.1.CanAm has exclusive licensing and distribution rights for Teller software (Copyright © 2004 – 2024, all rights reserved), including Teller; licensed Teller Plugins, and licensed Teller Interfaces within the United States of America and Canada. Client will not remove any ownership or copyright notices from Teller software or documentation. Reproduction, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of Teller is strictly prohibited.

12.2.CanAm is, and will remain, the exclusive owner, or is the authorized agent of the owner of Teller proprietary information, and all patent, copyright, trade secret, trademark, and other Intellectual Property rights remain solely with CanAm. No license or conveyance of any such rights to Client is granted or implied under this Agreement.

12.3.CanAm will retain ownership of the Intellectual Property associated with Enhancements or Interfaces developed by CanAm for Client.

12.4.Client is deemed to own any custom Configuration for their Teller installation. Client grants CanAm a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, sublicense, modify, and sell the custom Configuration developed pursuant to this Agreement without compensation to Client.

12.5. Notwithstanding anything to the contrary herein, each Party and its respective personnel and contractors shall be free to use and employ its and their general skills, know-how, pre-existing IP and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other Party.

12.6.Client may not sell, rent, lease, give, distribute, assign, pledge, sublicense, loan, timeshare, or otherwise transfer Teller software or documentation to any other Party. Client agrees not to distribute Teller as part of any other software product, commercial or otherwise, without the prior written approval of CanAm.

12.7.Client will retain sole and complete ownership of its data at all times, regardless of the location of the data, and CanAm may not make any use of Client data other than for testing and Service delivery purposes, without the prior written consent of Client.

13. CONFIDENTIAL AND PROPRIETARY INFORMATION

13.1.Each Party will hold in confidence, and will not disclose to any unauthorized personnel, any confidential or proprietary information of the other Party. Each Party will use such confidential or proprietary information only for the purpose for which it was disclosed.

13.2. As used in this Agreement, the term “confidential or proprietary information” (“Confidential Information”) means all trade secrets or proprietary information designated as such in writing by one Party to the other. All software code in source of object format will be deemed to be proprietary information regardless of whether it is marked as such. Information which is orally or visually disclosed by one Party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute Confidential Information of the releasing Party if the releasing Party, within thirty (30) calendar days after such disclosure, delivers to the receiving Party a written document informing the receiving party that the information disclosed constitutes Confidential Information that describes such information and references the place and date of such oral, visual, or written disclosure, and the names of receiving Party personnel to whom such disclosure was made.

13.3.Each Party will only disclose Confidential Information received by it under this Agreement to personnel who have a need to know such Confidential Information for the performance of its duties and who are bound by an agreement to protect the confidentiality of such Confidential Information.

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13.4.Each Party will adopt and maintain programs and procedures which are reasonably calculated to protect Confidential Information, and will be responsible to the other Party for any disclosure or misuse of Confidential Information which results from a failure to comply with this provision. Each Party will promptly report to the other Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the offended Party to prevent, control, or remedy any such violation.

13.5.The obligations of each Party specified above will not apply with respect to any Confidential Information, if the receiving Party can demonstrate, by reasonable evidence, that such Confidential Information:
a) was generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the receiving Party;
b) was already in the possession of the receiving Party at the time of disclosure; c) becomes known to the receiving Party through disclosure by sources having the legal right to disclose such Confidential Information;
d) was independently developed by the receiving Party without reference to, or reliance upon, the Confidential Information; or
e) was required to be disclosed by the receiving Party to comply with applicable laws or governmental regulations, provided that the receiving Party provides prompt written notice of such disclosure to the offended Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure and, if possible, ensure that the confidentiality obligations of this Agreement are maintained.

13.6.If Client is subject to freedom of information legislation CanAm agrees to adhere to the standards outlined in such legislation regarding protection of privacy and disclosure of records with respect to all work done for Client pursuant to this Agreement.

13.7. Upon termination of this Agreement, each Party will make all reasonable efforts to return to the other Party all tangible manifestations, and all copies thereof, of Confidential Information received by the other Party under this Agreement, if requested to do so by the disclosing Party. In addition, each Party shall certify in writing that it has not retained any copies of any materials belonging to or furnished by the other Party, and that any software provided by the other Party pursuant hereto has been deleted from that Party’s computer and no copies have been retained in any form. The foregoing obligation shall not apply to Confidential Information that: (i) a Party deems necessary to retain to comply with applicable laws and regulations; and (ii) exists only as part of regularly generated electronic backup data, destruction of which is not reasonably practicable.

14. LIMITATIONS OF LIABILITY AND INDEMNITY

14.1.EXCEPT FOR CANAM’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.3, CANAM’S

MAXIMUM TOTAL LIABILITY FOR ANY THIRD PARTY ACTION, CLAIM, LOSS OR DAMAGE

ARISING OUT OF TELLER AND THE PERFORMANCE OF ANY SERVICES IN CONNECTION

WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, CLAIM, LOSS OR

DAMAGE, BE IT CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE AN AWARD FOR

DIRECT PROVABLE DAMAGES THAT IN NO EVENT EXCEED THE AGGREGATE OF THE

AMOUNTS PAYABLE TO CANAM UNDER THE TERM OF THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

14.2.CLIENT SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THAT UNDER NO

CIRCUMSTANCES WHATSOEVER WILL CANAM BE LIABLE FOR ANY INCIDENTAL,

INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR

KIND, OR ANY LOSS RESULTING FROM BUSINESS DISRUPTION ARISING FROM THE USE OF

TELLER, OR FROM ANY SERVICES COVERED UNDER THE TERMS OF THIS AGREEMENT,

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING

NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IN THE EVENT THAT CANAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3.Subject to Section 14.2, CanAm will indemnify and hold harmless Client and its affiliates, employees and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including Docusign Envelope ID: 2C0A93D8-9C5A-4F40-9AE1-3C3479C27F5B

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attorneys’ and expert witnesses’ costs and fees) arising from or relating to any claim arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of CanAm or any of its employees, agents or subcontractors in performing the Services.

15. TERMINATION AND DEFAULT CONDITIONS

15.1.CanAm may terminate this Agreement if: Client fails to make required payments within 90 days of due date provided that CanAm has issued a minimum of two (2) delinquency notices, Client materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, Client becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of Client. If any of the above conditions are encountered, CanAm will provide written notice to Client and provide 30 calendar days for Client to remedy the default. If the default is not rectified within 30 calendar days, CanAm will have cause to terminate this Agreement.

15.2.Client may terminate this Agreement if: CanAm materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, CanAm becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of CanAm. If any of the above conditions are encountered, Client will provide written notice to CanAm and provide 30 calendar days for CanAm to remedy the default. If the default is not rectified within 30 calendar days, Client will have cause to terminate this Agreement.

15.3.In the event that, during the term of this Agreement, funds are not appropriated for the payment of Client’s obligations hereunder, Client may terminate this Agreement with thirty (30) days advance written notice, effective on the last day for which an appropriation has been made and without penalty to Client.

15.4.Termination of this Agreement will not affect the provisions of this Agreement relating to the payment of amounts due under Section 5 except as provided in Section 16.1; Software as a Service License Fees, Section 14; Limitation of Liability and Indemnity, Section 13; Confidentiality; or any other obligations of the parties which by their nature are intended to survive termination of this Agreement.

16. RIGHTS AND OBLIGATIONS

16.1.If either CanAm or Client terminates this Agreement, CanAm will retain all fees for Services delivered to Client up to the date of termination. CanAm will refund a pro-rated portion of the Annual Software as a Service Fee to Client, based on the number of full or partial calendar months of service provided under the Agreement since the last annual renewal date.

16.2. Any termination by either Party as provided in this Agreement will not in any way operate to deny any right or remedy of the other Party, either at law or in equity, or to relieve a Party of any obligation to pay the sums due under this Agreement, or of any other obligation accrued prior to the effective date of termination.

16.3. Upon termination of this Agreement, Client agrees to cease any and all operational use of Teller and further agrees to delete all Teller software from the Client Infrastructure. CanAm agrees to make reasonable provision for an extract of Client’s operational data from Client’s Production Environment if requested by Client.

16.4.Teller is subject to the export control laws of the United States and other countries. Client may not export or re-export Teller software without the appropriate United States and foreign government licenses. Client must comply with all applicable export control laws and will defend, indemnify and hold CanAm harmless from any claims arising from Client’s violation of such export control laws.

17. DISPUTES

17.1.CanAm and Client will both separately and jointly use diligent efforts to establish positive and ongoing communications both within and between their respective organizations. Key personnel within CanAm and Client will communicate regularly in order to review the status and priorities for the provision of services by CanAm and Client.

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writing of such grievance. Both parties agree to work in good faith and make all reasonable efforts to resolve the dispute, including, if necessary, escalating the dispute to:
• First level: the Project Manager of CanAm and the Project Manager for Client; and • Second level: the President/CEO of CanAm and the Chief Executive for Client.

17.3.In the event the grievance cannot be resolved to the mutual satisfaction of the parties within 30 calendar days, the Party feeling itself aggrieved may request mediation, based on the then-current commercial mediation rules of the American Arbitration Association. The award of the mediation body will be nonbinding upon CanAm and Client.

18. RELATIONSHIP OF THE PARTIES

18.1.Each of the Parties is an independent contractor. Nothing herein shall be construed to place the Parties in a relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever.

19. WAIVER

19.1. No failure or delay on the part of either Party to exercise any right or remedy hereunder will operate as a waiver of such right or remedy.

20. ASSIGNMENT AND SUCCESSION

20.1.This Agreement, including all of its rights and obligations created hereunder, shall not be assigned or transferred in any manner whatsoever (except upon transfer of majority ownership of a Party's business by merger, or consolidation, in which case the Agreement may be assigned to the succeeding owner) unless with the prior written consent of the opposite Party signed by an officer thereof, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.

21. NON SOLICITATION

21.1.Client agrees that for the duration of this Agreement, and for a period of one (1) year from the date of termination of this Agreement (or the date of termination of the final SOW if that date is later), it will not on its own behalf or on behalf of any other person or entity: (a) initiate contact for the purposes of hiring or contracting the service of, or (b) directly or indirectly solicit or induce for employment, or otherwise offer to hire or contract the services of, any employee, contractor or agent of CanAm who is directly related to the provision of services hereunder. Notwithstanding the foregoing, the provisions of this Section 21.1 shall not apply to the hiring of: (i) any individual who is hired as a result of responding to a general public “help wanted” type of solicitation by a Party; or (ii) any individual who, of his or her own volition, approaches, contacts, or solicits a Party for employment or other working arrangements and who such Party has not induced or solicited to make such approach, contact, or solicitation.

22. FORCE MAJEURE

22.1. Neither Party shall be under liability to each other by reason of non-performance or delay in performance of any obligation hereunder caused by Force Majeure, to the extent that non-performance or delay is attributable to such Force Majeure and only for the duration of the Force Majeure and the effect upon its ability to perform its obligation hereunder.

23. SEVERENCE

23.1.If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision can be severed from this Agreement and all other provisions will remain in full force and effect.

Docusign Envelope ID: 2C0A93D8-9C5A-4F40-9AE1-3C3479C27F5B

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24. INSURANCE

24.1.CanAm shall, at its own expense and without limiting liabilities under this Agreement, insure its operations according to the requirements set out in Exhibit D attached hereto.

24.2.CanAm shall provide Client with acceptable evidence of insurance upon request.

25. CURRENCY

25.1. Unless otherwise noted, all reference to payment amounts in this Agreement are in U.S. dollars.

26. GOVERNING LAW

26.1.This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of California. The parties irrevocably attorn to the jurisdiction of the courts of the State of California.

27. COUNTERPARTS

27.1.This Agreement may be executed in two or more counterparts, by facsimile or otherwise, each of which is an original, and all of which together constitute one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart.

28. ENTIRE AGREEMENT

28.1.This Agreement, and any applicable attachments, SOWs, schedules, exhibits or other documents constitutes the entire agreement of the Parties with regard to the matters herein, and supersedes all other prior written or oral agreements, representations and other communications between the Parties. All terms of any order acknowledgement or other document provided by Client, including but not limited to any preprinted terms thereon and any terms that are inconsistent, add to, or conflict with this Agreement, shall be null and void and of no legal force or effect. No modification of this Agreement is valid unless set out in writing by the Parties.

Can/Am Technologies, Inc. City of Corona
________________________________ _____________________________ Signature Signature
_________________________________ Jacob Ellis
Name Name
[email protected]
_________________________________ City Manager
Title Title
_________________________________ _____________________________ Date Date
_____________________________
Signature
Sylvia Edwards
City Clerk
[email protected]
Docusign Envelope ID: 2C0A93D8-9C5A-4F40-9AE1-3C3479C27F5B CEO
10/30/2024
Joshua Langemann

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Exhibit A
Licensed Teller Interfaces and Users
License Description Quantity Monthly Base
Amount
Teller Standard License Teller Standard License Package:
• Production instance of Teller
• Test instance of Teller
• 5 Named User Licenses
• Credit Processing Interface
• Unlimited read-only users
• Hosting and Support Services
1 $2,855
Additional Named Users @
$55/month/user. Future
Named Users are
$60/mo./user.

Named User Licenses (total: 35 user licenses) 30 $1,815 Business System Interfaces
at $250/month/interface.

Future Business System
Interfaces at
$275/month/interface
Workday A/R, Chameleon, Parks, HDL, Trackit,
CIS
6 $1,650
End of Day Payment Import
Interfaces @ $165/interface
Image Cash Letter License /
Check Recognition License
1 $545
Revenue Submission 1 $550
Teller Online Workday A/R only 1 $853
Monthly Total Annual Software as a Service Fee is equal to twelve (12) monthly payments
$8,268
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Annual Software as a Service Fees*
License and all other fees are in US dollars and exclude any applicable taxes.

Time Period Fee
Year 1 $99,216
Year 2 $99,216
Year 3 $99,216
Year 4 $99,216
Year 5 $99,216
Professional Services*
All rates are in US dollars and exclude any applicable taxes.

Service Rate
Professional Services Hours $220/hr
* After year 5, the Annual SaaS fee will be subject to an annual increase equal to 3% annually. After year one, the Professional Services Hourly rate will be subject to an annual increase equal to 4% annually.

Additional licenses and/or users may be added throughout the Term of this Agreement. The price for each added license and/or user will be pro-rated to the annual renewal date, itemized accordingly in an invoice, and henceforth included in the annual invoice.

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Exhibit B
SaaS Service Level Agreement

1. OWNERSHIP OF DATA

1.1. Regardless of the location of the SaaS Services Site, Client will retain sole and complete, legal and beneficial ownership of its data stored on the Saas Services Site.

1.2. CanAm’s responsibilities and rights regarding Client data are solely restricted to the provision of services described in this SaaS SLA. CanAm may not make any other uses of Client data for any reason whatsoever, without the express written consent of Client, unless ordered to release such data by a court of competent jurisdiction.

1.3. Client may request return of any or all of its data at any time, for any reason, and CanAm will provide such data within a reasonable period of time, in native format.

2. OVERVIEW OF SAAS SERVICES

2.1. CanAm is committed to providing secure, reliable and dedicated SaaS Services to Client. For maximum protection and value to Client, CanAm will contract with Amazon AWS for provision of a hosting facility in the United States.

2.2. CanAm reserves the right to change hosting providers to an alternate service providing comparable functionality, and meeting the standards in this document.

2.3. All SaaS services will be provisioned from data centers located within the United States.

2.4. In return for Annual Software as a Service Fee from Client, CanAm will provide the following services to Client:

Service Description
Secure Hosting
Site
A secure hosting facility with 24/7 security control.

Internet Service
Providers
A facility with stable network connectivity across North America.

Internet services will be routed through multiple independent carriers to eliminate single-carrier points of failure.

Data and Service
Redundancy
Redundant storage across multiple zones providing failover in the event of a catastrophic failure at the primary hosting site.

Software Operating System, Database and Virus Protection software as required to run the Teller environments.

CanAm will keep systems secure by keeping them up-to-date on security patches and security audits, and all Third-Party critical updates will be applied in a timely manner following Third-Party vendor notification.

Teller Software
Updates
CanAm will test and install into the Teller environment at the SaaS Services hosting Site, all Updates to the Teller software which are made generally available during the term of this Agreement.

Data Backups Securing Client data against loss is a key provision within the SLA. Full backups will be performed on a regular basis.

3. AVAILABILITY COMMITMENT, ISSUE TRACKING, AND REMEDIES Docusign Envelope ID: 2C0A93D8-9C5A-4F40-9AE1-3C3479C27F5B

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3.1. While the SaaS Services Site availability will generally be expected to be 24 x 7 (except for Scheduled Maintenance or unscheduled Emergency Outages (as defined in 3.5 below), the commitment of CanAm is to provide SaaS Services Site availability during CanAm business hours (6:00 am – 6:00 pm Monday through Friday Mountain Time, excluding published CanAm holidays) for 99.9% uptime or better in a calendar month. Credits may be claimed only against loss of SaaS Services during CanAm business hours.

3.2. If CanAm during regular Client business hours fails to provide SaaS Services availability, as defined below, in any given calendar month, CanAm will issue a credit towards future SaaS Service Fees in accordance with the following schedule:

SaaS Services Site Availability Credit Percentage (of monthly fee)

99.9% to 100% 0%

98.0% to 99.8% 2.5%

97.0% to 97.9% 5%

95.0% to 96.9% 7.5%

90.0% to 95.0% 25%
Below 90.0% 100%

3.3. Can/Am will provide a monthly report identifying any downtime in the previous month. Downtime will be calculated to the minute from the time it is first detected (by our monitoring or by Client report) until service is restored, during the guaranteed availability time period defined in 3.1. Downtime percentage is calculated as: Minutes of Downtime / (Daily Guaranteed Availability Minutes X Number of Business Days in Month – Emergency Outage (as defined in 3.5 below) minutes). Credits will be applied to the next billing cycle.

3.4. The total amount credited to Client for any given month under this SaaS Services SLA will not exceed the portion of the Annual Software as a Service fee paid by Client for such month for the affected service.

Except in cases of gross negligence, client specifically acknowledges and confirms that under no circumstances whatsoever will CanAm be liable for any incidental, indirect, exemplary, special or consequential damages of any nature or kind, or any loss resulting from business disruption arising from any services covered under the terms of this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even in the event that CanAm has been advised of the possibility of such damages.

3.5. Client will not receive any credits under this Agreement in connection with any failure or deficiency of CanAm SaaS Services caused by:
• Scheduled Maintenance – Time allocated for scheduled maintenance outages, Emergency Outage (as defined below), or critical updates of servers and other CanAm equipment will not be considered “down time” as used in the calculation of SaaS Services availability described in Section 3.2 of this SaaS Services SLA. Maintenance will be scheduled for outside of CanAm Business hours specified in Section 3.1 of this SaaS Service SLA. The schedule for regular monthly maintenance windows will be provided to the Client at least 4 weeks prior. Except for emergencies, maintenance outages (other than scheduled monthly maintenance) will be communicated via e-mail to the Client at least 2 business days in advance of any such outage.
• Client Equipment – Client is solely responsible for maintaining all Client equipment not at the SaaS Services Site and for ensuring that such equipment is in proper working order, has the correct software installed, and has the ability to connect to the CanAm SaaS Services for the exchange of data.
• Client ISP Provider – Client is solely responsible for maintaining all Client connections with local Internet Service Providers (ISPs) and for resolving any problems that might arise with local ISP connections.

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• Internet Outages – CanAm is not responsible for Internet outages (including ISP peering) that may make CanAm SaaS Services appear inaccessible when others can still access it. • Client Acts or Omissions – including acts or omissions of others engaged or authorized by Client, including, without limitation, any negligence, willful misconduct, or use of the SaaS Services in breach of the terms and conditions of this SaaS Services SLA. • Emergency Outage - Unavailability of SaaS due to Can/Am or hosting provider response to critical security vulnerability (such as a “Zero Day Vulnerability”) or suspected breach • Force Majeure
Docusign Envelope ID: 2C0A93D8-9C5A-4F40-9AE1-3C3479C27F5B

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Exhibit C: Statement of Work
City of Corona, CA
Teller Implementation Project
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Overview
This Statement of Work (“SOW”) is issued pursuant to the Teller Software as a Service agreement (the “Agreement”) between the City of Corona, CA (“Client”) and Can/Am Technologies, Inc (“CanAm”). The SOW describes the scope and pricing of services and hardware for the Teller implementation project.

This Project has a fixed-price cost of $235,600 for professional services, not including travel costs and optional items which are itemized in this document. SaaS Licensing costs are specified in the Teller SaaS Agreement. Professional Services costs are fixed costs and payable as per the Payment Milestones section in this document.

The schedule will be discussed with the Client project team at the Project Kick-off meeting before a final schedule is established and will be contingent on several factors including Client staff availability and resources.

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Contact Information
Can/Am Technologies President: Joshua Langemann
• Direct Phone: 303-847-4684
• E-mail: [email protected]
Can/Am Technologies Director of Implementations: Noah Ardron • Direct Phone: 720-577-5180
• E-mail: [email protected]
Teller Project Manager: Ben Schweitzer
• Direct Phone: 720-577-5331
• E-mail: [email protected]
Can/Am Technologies Information:

Mailing Address:
1819 Denver West Dr, Suite 225
Lakewood, CO 80401
Telephone:
1-844-583-5537 – toll-free
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Scope of Work
The implementation project includes project planning, project management and project administration services to execute the Project successfully within the stated timelines and budget. The scope includes the project kickoff, Teller setup/configuration, development/testing of all integrations, standard reporting, training, and UAT/Go-live support. The stated Target Month will be determined by CanAm and the Client and may be adjusted once an approved project timeline is completed.

Scope of Services
Target
Month
Activity Description Acceptance Criteria
A.2 Project PrePlanningPreliminary planning, team ramp-up, and kickoff scheduling/project alignment.

Kickoff scheduled.
1 Kickoff
Meeting,
Teller
Analysis
Workshops,
and
Configuration
2 days of onsite or remote configuration
analysis, including:
• Teller Kickoff meeting with
implementation team members to
provide project overview and
demonstration of Teller.
• Analysis workshops for configuration
of Teller software for baseline Teller
department.
• IT workshop for coordination of
deployment, hosting, and IT
requirements for equipment.
• Project planning.

CanAm has completed
workshops and shared
the resulting initial
decision documentation.
2 Interface
Workshops
2 days of onsite or remote interface analysis,
including:
• Workday A/R (Bi-Directional)
• Workday Financials
• Parks-CivicRec (Bi-Directional)
• Chameleon (Bi-Directional)
• HDL (Bi-Directional)
• Trackit (Bi-Directional)
• Advanced CIS (Bi-Directional)
• Bank ICL
• Paymentus Credit
CanAm has completed
workshops and shared
the initial resulting
decisions and interface
requirements.
2/3/4 Interface
Requirements
Interface specifications for all third-party
interfaces including:
• Workday A/R (Bi-Directional)
• Workday Financials
• Parks-CivicRec (Bi-Directional)
CanAm has delivered
finalized Interface
Requirements documents
based on information
gathered with Client on
each interface.

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• Chameleon (Bi-Directional)
• HDL (Bi-Directional)
• Trackit (Bi-Directional)
• Advanced CIS (Bi-Directional)
• Bank ICL
• Paymentus Credit
4 Teller
Configuration
Completion of initial Teller Configuration
and Setup for baseline Department based on
Workshops.

CanAm has performed
initial Teller
configuration available to
Client in Test
environment and
provided the Teller
Configuration
Spreadsheet and Analysis
Decisions Document.
5 Revenue
Submission
Configuration
Completion of initial Revenue Submission
configuration.

CanAm has performed
initial Revenue
Submission configuration
available to Client in Test
environment.
6 Interface
Development
Development of new Teller interfaces to:
• Parks-CivicRec
• Chameleon
CanAm has
demonstrated working
integrations in Client Test
environment.
6 Interface
Configuration
Configuration of Teller interfaces to:
• Workday A/R
• Workday Financials
• Bank ICL
CanAm has
demonstrated working
integrations in Client Test
environment.
7 Interface
Development
Development of new Teller interfaces to:
• Trackit
CanAm has
demonstrated working
integrations in Client Test
environment.
7 Interface
Configuration
Configuration of Teller interfaces to:
• HDL
• Paymentus Card Present
CanAm has
demonstrated working
integrations in Client Test
environment.
8 Interface
Development
Development of Teller interfaces to:
• Advanced CIS
8 Teller Online
Configuration
Completion of initial Teller Online
configuration.
• Workday A/R
CanAm has performed
initial online
configuration available to
Client in Test
environment.

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9 System
Integration
Testing
System Integration Testing with Client
systems and all interfaces and configuration
in place.

CanAm has
demonstrated all
integrations in Client Test
environment.
10 Training Delivery of final configuration for 5
Departments. Training preparation and 2-
days of onsite or remote delivery of setup and
training sessions:

1. Teller Usage training (Train the
Trainer)

2. Teller Administrator training (Train
the Trainer)

3. Revenue Submission Training (Train
the Trainer)

4. Teller Online Administration Training
Training sessions
completed including
remedial sessions as
needed.
10 UAT Remote support for Client’s User Acceptance
Testing.

Client-led End-User Training.

CanAm has documented
all issues identified and
resolved any High or
Critical priority issues
raised during agreedupon UAT period.
11 Go Live Provision Teller Production environment.

Provide 2 days of onsite or remote go-live
support by a Teller technician.
1-week Post-Go Live Support by
Implementation team or until any critical or
high priority issues remain unresolved.

Transition to Teller Client Care for ongoing
support.

Teller is utilized in
Production by Client for
two weeks with all inscope functions
operational and any High
or Critical priority issues
resolved in Production to
Client’s satisfaction.

Monthly Project
Management
Monthly
Plan and oversee all aspects of the Teller
implementation project to meet the Client’s
project goals on time and within budget.

Estimated at 11 months.

CanAm will provide
monthly project status
documents to the Client’s
project manager.

Estimated Travel Costs
Item Description Estimated Total
Travel (4 trips) Actual costs billed monthly as incurred in each month $16,025 Docusign Envelope ID: 2C0A93D8-9C5A-4F40-9AE1-3C3479C27F5B

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Payment Milestones
Invoices will be sent once a month for PM services and the portion of the project attributable to the month per the schedule below. Hardware will be billed on separate invoices.

Month Planned Activities Notes Amount
A.1 Contract Execution 25% of services upon
contract execution.
$58,900
A.2 Project Pre-Planning Pre-Planning and Kickoff
Alignment.
$0
1 On-site Kickoff Meeting, Teller
Analysis Workshops
Services, PM $14,400
2 On-site Interface Workshops,
Interface Requirements
Services, PM $14,400
3 Interface Requirements Services, PM $14,400
4 Interface Requirements, Teller
Configuration
Services, PM $14,400
5 Revenue Submission Services, PM $14,400
6 Interface Development, Interface
Configuration
Services, PM $14,400
7 Interface Development, Interface
Configuration
Services, PM $14,400
8 Teller Online, Interface
Development
Services, PM $14,400
9 System Integration Testing Services, PM $14,400
10 Training, UAT Services, PM $14,400
11 Go Live Services, PM $15,030
A.3 Final Acceptance Final Acceptance $17,670
$235,600
Pricing Terms
• All quoted pricing is in US dollars and exclusive of any applicable taxes. • All invoices are based on Net 30 payment terms.

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Hardware Options
Equipment prices are provided based on current rates, and subject to change due to changing hardware costs.

Item Model Unit Price Estimated
Quantity
Estimate
d Total
Receipt Printer Epson TM-M30/USB/Thermal
Printer
$312 21 $6,552
Check Scanner Digital Check CheXpress CX30 $481 2 $962
Cash Drawer APG Series 4000 Electronic Cash
Drawer with Multi-Pro interface
cable
$328 10 $3,280
Credit/Debit
Device
Ingenico Lane 5000 USB credit/debit
PINPad with cables
$768 21 $16,128
Total
Equipment
0 $26,922
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Assumptions
• All deliverables are provided on a Fixed Price basis. • 25% of services are billed upon contract signing.
• No data conversion of cashiering data is anticipated in this project or included in the scope. • Any reductions or simplifications in scope for bi-directional integrations (e.g. scope change to import integration) will result in a subsequent services reduction analysis and Change Request document reflecting the aforementioned changes.
• Usage training is on a “train the trainer” basis, designed to enable the Client’s key users to train existing and future staff on Teller. It is assumed that Can/Am will provide one set of training with key Client staff and trainers, who will perform end-user training for each area. • Statement of Work is based on the assumption of a single Teller implementation cycle. • Configuration milestones assume CanAm will implement/assist in implementation of five departments. Any additional departments will be configured by Client or will be additions to scope.
• Bi-Directional interfaces scoped within Interface Configuration Activities assume the usage of pre-existing Teller integration capabilities with the specified systems/solutions. Any new functionality requests/requirements will be evaluated and may constitute additions to scope. • Online Payment and Credit Processing functionality assumes that Client will contract with Payemntus or a single Teller-integrated credit/e-pay provider for electronic payment processing and online bill payment.
• Image Cash Letter integration is based on an interface to the client bank and assumes that the Bank will cooperate in testing and approval for ICL submission from Client’s Teller system. • The CanAm Project Manager will coordinate the project with the Client, in conjunction with the project team implementing the Workday solution.
• The travel and accommodation costs necessary to deliver the scope of this effort described in this document are estimated and will be billed based on actual travel costs per the Can/Am Travel Policy. Public health concerns may require a combination of remote and on-site implementation.

Client Responsibilities
• Provide available current cashiering process documentation, including copies of any forms or receipts used.
• Provide mandatory cash management controls required.
• Provide list of items for sale with applicable price & account strings. • Identify and provide subject matter experts to collaborate with CanAm. • Attend analysis, demonstration, and training sessions. • Create user acceptance testing scenarios and plans. CanAm can provide their standard baseline testing use-cases for the Teller product as a starting point for the Client.

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• Provide training to end users prior to go live.
• Acquire and set up all POS hardware and Credit Terminals (Through CanAm if desired). • Client staff will be available when required. Delays caused by lack of access may impact cost and schedule.
• For all business application interfaces, obtain and provide the Teller implementation team with all API specifications and/or database connections and/or example files as well as a dev/test environment suitable for development of the interfaces. Where a test environment is not available, Client will provide a technical resource that will provide sample input data and validation of all output batch files.

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UAT and Change Management
UAT Acceptance
The process of UAT acceptance allows the project teams and other project stakeholders to confidently move the project forward to Go Live knowing that key deliverables have been completed to the satisfaction of both parties.

Upon completion of all deliverables and delivery of the complete system into the Client Testing Environment, Client will conduct User Acceptance Testing based on test plans that the Client develops.

CanAm will support Client in this process.

Within 2 weeks of start of testing, Client will deliver to CanAm a list of all issues the High or Critical of which must be resolved prior to go live, if any. Once the issues have been resolved, Client will test and either approve for Go Live or provide an additional list of items to resolve. This process will be documented with an Issues Log to enable tracking of issues and approval of results.

Change Requests
Scope management is a joint responsibility of the CanAm Project Manager and the Client Project Manager. The project team naturally plays a significant role in the management of scope and ultimately the success of the project.

The change control process is initiated when CanAm and/or Client determine that a change is required to the current scope or schedule baseline at the time the change is identified. Changes to the project scope, schedule and costs will be documented and agreed to using Change Request forms executed by the Client Project Manager and the CanAm Project Manager.

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Warranty

1. CanAm represents and warrants that:
a. it will perform the Services in a professional manner. This includes taking in good faith all reasonable measures to achieve the results described in the Statement of Work; b. the Deliverables created by CanAm in connection with this Agreement will conform to the terms and specifications provided herein;
c. it will not unreasonably delay deliverables beyond the estimated completion months set forth above, and it will immediately inform Client of any delays; d. it has the full power and authority to enter into this Agreement, to carry out the obligations under this Agreement and to grant to Client the rights granted hereunder.

2. Unless otherwise directed by Client, CanAm will commence the Services at the time specified in the Statement of Work or as otherwise agreed by the Parties. Unless otherwise specified by Client, the Services will continue without interruption, and the Services will be completed, and the Deliverables will be provided within the time specified. Notwithstanding the foregoing, Client acknowledges that CanAm’s performance of this Agreement is dependent in part on Client’s actions and that any dates or time periods relevant to the performance of this Agreement by CanAm will be appropriately extended to account for any delays caused by Client’s actions or omissions or failure to perform any of its obligations pursuant to this Agreement.

3. CanAm warrants the Services provided under this Agreement for a period of ninety (90) days after go-live.

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Exhibit D
Insurance

CITY OF CORONA

STANDARD INSURANCE REQUIREMENTS

1. Insurance. The consultant or other vendor (“Vendor”) providing services or other items (“Deliverables”) to the City of Corona (“City”), pursuant to the agreement or other contract to which this exhibit is attached (“Agreement”), shall comply with all provisions of this Section 1 (Insurance) unless a waiver or exception is approved by the City and documented in writing.

1.1 Time for Compliance. Before Vendor commences any Deliverables under this Agreement, Vendor shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

1.2 Minimum Requirements. Vendor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Vendor, its agents, representatives, employees or subconsultants. Vendor shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Non Owned and hired Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Vendor has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Vendor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Non-owned and hired Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

1.3 Professional Liability. Vendor shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 minimum per claim or occurrence or $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including, but not Docusign Envelope ID: 2C0A93D8-9C5A-4F40-9AE1-3C3479C27F5B

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limited to infringement of copyright, trademark or other intellectual property, invasion of privacy violations, electronic information or data theft, loss of, breach of, damage to, destruction of or misuse of electronic information or data, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

1.4 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Vendor, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Vendor’s insurance and shall not be called upon to contribute with it in any way.
(B) Waiver of Subrogation – Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work or Deliverables performed by the Vendor.

1.5 Other Provisions; Endorsements Preferred. Vendor shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Vendor:
(A) Waiver of Subrogation – All Other Policies except Automobile. Vendor hereby waives all rights of subrogation any insurer of Vendor’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Deliverables performed by the Vendor. Vendor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
(B) Notice. Vendor shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Vendor. Vendor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
(C) All Coverages. If Vendor maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Vendor. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

1.6 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on Docusign Envelope ID: 2C0A93D8-9C5A-4F40-9AE1-3C3479C27F5B

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which any Deliverables under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Deliverables under this Agreement commence, Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.

1.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Vendor to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.

1.8 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M.

Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.

1.9 Verification of Coverage. Vendor shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Deliverables commence; provided, however, that failure to obtain the required documents prior to the commencement of Deliverables shall not waive Vendor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

1.10 Reporting of Claims. Vendor shall report to the City, in addition to Vendor’s insurer, any and all insurance claims submitted by Vendor in connection with the Deliverables under this Agreement.

1.11 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 1. Vendor shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Deliverables until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.

1.12 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 1, including limits, based on any of the following: (A) the nature of the risk of the Deliverables; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

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CITY OF CORONA

PROFESSIONAL SERVICES AGREEMENT

WITH BERRY, DUNN, MCNEIL & PARKER, LLC DBA BERRYDUNN
(PROFESSIONAL PROJECT MANAGEMENT SERVICES - ERP SYSTEM

IMPLEMENTATION PROJECT)

1. PARTIES AND DATE.

This Agreement is made and entered into this __________ day of ________________, 2024 (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Berry, Dunn, McNeil & Parker, LLC dba BerryDunn, a Maine limited liability company with its principal place of business at 2211 Congress Street, Portland, ME 04102 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing professional project management services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the ERP System Implementation project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional project management consulting services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.

3.1.2 Term. The term of this Agreement shall be from ________________ to December 31, 2026 (“Term”), unless earlier terminated as provided herein. Consultant shall Docusign Envelope ID: 4B467A85-5A77-416F-A588-416DCCA686AE

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complete the Services within the Term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All Services performed by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

The key personnel for performance of this Agreement are as follows:

3.2.5 City’s Representative. The City hereby designates Chris McMasters, Chief Information Officer, or his or her designee, to act as its representative for the performance Docusign Envelope ID: 4B467A85-5A77-416F-A588-416DCCA686AE

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of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Seth Hedstrom, Principal or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the Term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Following notice to Consultant and a good faith discussion to address the City’s concerns, over a period not to exceed five (5) calendar days, any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

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3.2.9.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.

Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its subsections.

3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section

3.2.9.1. 3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.9.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.9.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to Docusign Envelope ID: 4B467A85-5A77-416F-A588-416DCCA686AE

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initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.9.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuelpowered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants.

Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 Docusign Envelope ID: 4B467A85-5A77-416F-A588-416DCCA686AE

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per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.
(B) Waiver of Subrogation – Workers’ Compensation and
Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work or Services performed by the Consultant. (C) All Coverages. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.10.5 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.

Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.

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(B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant. Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.

3.2.10.6 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.

3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.

3.2.10.8 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.

3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.10.11 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.

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3.2.10.12 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

3.2.11 Safety. Consultant shall execute and maintain its work and Services so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.

3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is currently contrary to the industry standard for the services provided by Consultant under this Agreement and since there is no direct legal authority for this position, the City is not requiring Consultant to provide a payment bond at this time. However, the City hereby reserves the right to require the Consultant to obtain and provide a payment bond for some or all of the Services provided by the Consultant under this Agreement.

If the City determines that a payment bond is required for the Services pursuant to Civil Code Section 9550 or any other applicable law, rule or regulation, Consultant shall execute and provide to City a payment bond in an amount required by the City and in a form provided or approved by the City. In the event a payment bond is required, the City agrees to compensate Consultant for all documented direct costs incurred by Consultant for such payment bond. The Parties shall memorialize the terms of such additional compensation and any other terms and conditions associated with the payment bond in an amendment to this Agreement.

3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.3 Fees and Payments.

3.3.1 Rates & Total Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation, including authorized reimbursements, shall not exceed One Million, One Hundred Fourteen Thousand, Nine Hundred and Sixty Dollars (1,114,960.00) (“Total Compensation”), without written approval of City’s Representative, Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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