the extent it proves necessary to litigate this question, any such litigation will be resolved under a standard of review that is highly favorable to the approval of housing. If the City does not reverse course, it will be subject to the substantial liability imposed by the HAA – including mandamus relief, awards of attorney’s fees, and potential fines – and could endanger its own compliance with Housing Element Law . We urge the City to avoid this course and to instead work with us on processing the development of this Project. The Applicant team remains, as before, committed and willing to work with City officials and stakeholders collaboratively on a Project that can be feasibly developed in a manner consistent with regional needs and local priorities.
I. THE PROJECT QUALIFIES FOR THE AB 130 CEQA EXEMPTION.
The City’s August 20, 2025 correspondence implicitly acknowledges that the Project meets all AB 130 criteria except one, and sets forth the City’s position that the Project is not eligible for the AB 130 CEQA Exemption because it does not satisfy AB 130’s requirement regarding consistency with applicable general plan and zoning standards. That consistency requirement states in full:
The project is consistent with the applicable general plan and zoning ordinance, as well as any applicable local coastal program as defined in Section 30108.6. For purposes of this section, a housing development project shall be deemed consistent with the applicable general plan and zoning ordinance, and any applicable local coastal program, if there is substantial evidence that would allow a reasonable person to conclude that the housing development project is consistent.
As explained in the Applicant’s August 6, 2025 correspondence to the City, and further developed through email correspondence, because the Project is a Builder’s Remedy project, it may not lawfully be required to comply with the City’s general plan and zoning standards, and any such standards are not “applicable” for purposes of AB 130’s consistency requirement. Thus, the Project satisfies this requirement.
In its August 20, 2025 c orrespondence, the City posits that only Builder’s Remedy projects that meet the statutory definition set forth in HAA subdivision (h)(11) (i.e., those commonly known as “Builder’s Remedy 2.0” projects) can access AB 130. The City bases this position on its interpretation that HAA subdivision (f)(6)(D)(iii) – AB 1893’s “deemed consistent” provision for Builder’s Remedy projects – is only available for Builder’s Remedy 2.0 projects. In the City’s view, a Builder’s Remedy project can only satisfy AB 130’s consistency requirements by relying on HAA subdivision (f)(6)(D)(iii)’s “deemed consistent” language. And, because the City views this “deemed consistent” language as unavailable for “ grandfathered” “Builder’s Remedy 1.0” projects, the City concludes that grandfathered Builder’s Remedy projects are categorically barred from accessing AB 130.
Putting aside any arguments about what AB 1893 provides, the City is incorrect because subdivision (f)(6)(D)(iii)’s “deemed consistent” provisions are not required to access AB 130.
This fact is apparent from the text and structure of AB 130 itself. Specifically, AB 130 refers separately and specifically to both pre-AB 1893, grandfathered Builder’s Remedy projects, and Item 17
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subsequent projects that meet AB 1893’s statutory definition of a “ Builder’s Remedy project ” when it provides that both types of projects can be eligible for the AB 130 CEQA exemption (as long as they are proposed on project sites of less than five acres):
The project site or the parcel size for a builder’s remedy project, as defined in paragraph (11) of subdivision (h) of Section 65589.5 of the Government Code , or the project site or the parcel size for a project that applied pursuant to paragraph (5) of subdivision (d) of Section 65589.5 of the Government Code as it read before January 1, 2025, is not more than five acres.1
Grandfathered Builder’s Remedy projects such as the Project – i.e., those that “applied pursuant to paragraph (5) of subdivision (d) of Section 65589.5 of the Government Code as it read before January 1, 2025” – are expressly described as eligible for the AB 130 exemption. But of course, Builder’s Remedy projects are not designed to comply with otherwise-applicable local standards.
Thus, under the City’s read of AB 130’s consistency requirements, such projects could never qualify for AB 130. If that were the case, however, then the Legislature would not have taken pains to specifically reference grandfathered Builder’s Remedy projects as eligible for AB 130 if located on a site of five acres of less. The fact that the Legislature did reference such projects indicates its understanding that those projects are eligible for AB 130. A contrary reading would render AB 130’s distinct reference to projects that “applied pursuant to paragraph (5) of subdivision (d) of Section 65589.5 of the Government Code as it read before January 1, 2025” a nullity, in violation of basic principles of statutory interpretation. 2 AB 130’s consistency requirements must be read in a manner that gives harmony to the other statutory provisions.
To that end, please be advised that Governor Newsom’s office has confirmed that the Governor and the author of the law share this understanding, as shown in the attached Exhibit A.
The foregoing is fully dispositive, but we note further that t his interpretation is also supported by legal precedent more than a decade old. Specifically, i n Wollmer v. City of Berkeley (2011) 193 Cal.App.4th 1329, 1348, dealing with essentially the same language, the Court of Appeal held that general plan and zoning standards displaced by State Density Bonus Law were not “applicable” within the meaning of CEQA Guidelines Section 15332(a):
The City properly applied the plain meaning of Guidelines section 15332, subdivision (a) to its own codes in a manner that was in harmony with the state’s density bonus law, and so applied, properly found that the project was exempt from CEQA. On its face the exemption only requires consistency with applicable general plan designations and policies and applicable zoning designations and regulations. (Guidelines, § 15332, subd. (a).) The density bonus statute in turn requires a waiver of development standards that physically preclude construction of a density-bonus
1 Pub. Res. Code § 21080.66(a)(1)(B) (emphasis added).
2 “An interpretation that renders statutory language a nullity is obviously to be avoided.” Williams v. Superior Court (1993) 5 Cal.4th 337, 357.
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qualifying project. (§ 65915, subd. (e)(1).) And the City’ s own zoning ordinance generally requires the grant of a density bonus upon a complete application. (Berkeley Mun. Code, § 23C.12.050.A.) Taking these laws together as they operate in the context of a density bonus project, it is clear that the waived zoning standards are not ‘applicable’ and that the requirements of Guidelines section 15332, subdivision (a) were met.
3 So too here. Considering AB 130’s consistency requirement language in the larger statutory context, it is plain that the City’s “ general plan and zoning ordinance ” standards are not “applicable” to B uilder’s Remedy projects in a manner that would preclude those projects from accessing AB 130.
The City’s August 20, 2025 correspondence purports to distinguish Wollmer on two bases. First, the City states that “ Wollmer dealt with the affirmative waiver of development standards by the City of Berkeley pursuant to density bonus law and the city’s own municipal code. … By contrast, Palo Alto has not taken analogous action here.” The City’s reference to the “affirmative waiver of development standards” at issue in Wollmer seems to suggest that the City of Berkeley’s waiver of development standards was voluntary. Not so. State Density Bonus Law forbids local governments from applying development standards that would physically preclude construction of density bonus projects .4 Thus, the waiver granted by the City of Berkeley in Wollmer was compelled by law. Nor is it true that the City took no action to render its local standards inapplicable to builder’s remedy projects in this instance; the City affirmatively chose not to produce and adopt a legally-compliant housing element by the certification deadline.
The City also purports to distinguish Wollmer with the argument that “ the builder’s remedy has never purported to completely displace the City’s general plan and zoning code.” But nor were the development standards waived pursuant to State Density Bonus Law in Wollmer “completely displaced.” Rather, they were not “applicable” as to the Wollmer project because the Wollmer project could not be required to comply with those standards , even though those standards remained applicable to other projects. The same is true here.
Further, the August 20, 2025 correspondence misconstrues the governing evidentiary framework.
AB 130 states that, on the question of consistency with local standards, “ a housing development project shall be deemed consistent with the applicable general plan and zoning ordinance, and any applicable local coastal program, if there is substantial evidence that would allow a reasonable person to conclude that the housing development project is consistent. ” 5 Thus, it is immaterial
that the City disagrees about the applicability of certain standards to the Project. A reasonable
3 Wollmer v. City of Berkeley (2011) 193 Cal.App.4th 1329, 1348-49. 4 Gov. Code § 65915(e)(1) (“In no case may a city, county, or city and county apply any development standard that will have the effect of physically precluding the construction of a development …”). 5 Pub. Res. Code § 21080.66(a)(4)(A). The Legislature’s choice to impose a “reasonable person” on this question suggests a legislative intent to preclude highly-technical and uncharitable arguments (such as the City’s) about why a given project does not comply with applicable local standards.
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person could certainly reach a contrary conclusion, and the City cannot show otherwise. As such, the Project is deemed consistent with applicable general plan and zoning standards, and this qualifying criterion is satisfied.
II. THE APPLICANT IS PREPARED TO INVOKE THE PROTECTIONS OF AB 1633 IF THE CITY DOES NOT RECOGNIZE THE AB 130 CEQA
EXEMPTION.
AB 1633 provides that local governments are subject to the substantial liability imposed by the HAA for refusing to recognize a housing project’s entitlement to access a CEQA exemption, where substantial evidence indicates that the project qualifies for that exemption. 6 To effectuate these
protections, AB 1633 provides a statutory process for adjudicating disputes regarding the applicability of a CEQA exemption. That statutory process begins with an applicant’s provision of written notice to the relevant agency. 7 The time to provide such written notice is “ 35 days of the date that the local agency gave the applicant notice of the local agency’s determination” that a project does not qualify for a CEQA exemption.8
Unless informed otherwise, the Applicant will proceed on the assumption that the City’s August 20, 2025 correspondence represents its “notice of the local agency’s determination” that the Project does not qualify for the AB 130 CEQA Exemption. Thus, unless the City promptly informs the Applicant that it has withdrawn its position regarding the AB 130 CEQA Exemption, the Applicant will provide its AB 1633 notice to the City no later than September 24, 2025. We urge the City to take prompt action to avoid this outcome.
Sincerely,
HOLLAND & KNIGHT LLP
Genna Yarkin
Daniel R. Golub
Will Sterling
cc: Caio Arellano, Albert Yang - City Attorney’s Office
6 See generally Gov. Code § 65589.5.1. The Project satisfies the qualifying criteria for accessing AB 1633. 7 Gov. Code § 65589.5.1(a)(5).
8 Gov. Code § 65589.5.1(a)(5)(E).
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EXHIBIT A
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1 From: Myles White <[email protected]>
Date: August 25, 2025 at 2:03:27 PM PDT
To: [email protected]
Subject: AB 130
Hi Mike,
Thanks for reaching out on this. After discussing with my colleague in the author’s office who worked with me on this bill (now statute), I can confirm our understanding is that the CEQA infill exemption applies to both Builder Remedy 1.0 projects and 2.0 projects, so long as the site is no more than 5 acres (the specific requirement for Builder Remedy projects utilizing this authority) and the project meets the other criteria in the bill. This provision is codified in Public Resources Code §21080.66 (see highlighted provision below).
Myles
---
SEC. 59.
Section 21080.66 is added to the Public Resources Code, to read:
21080.66.
(a) Without limiting any other statutory or categorical exemption, this division does not apply to any aspect of a housing development project, as defined in subdivision ( b) of Section 65905.5 of the Government Code, including any permits, approvals, or public impr ovements required for the housing development project, as may be requir ed by this division, if the housing development project meets all of the following conditions:
(1) (A) Except as provided in subparagraph (B), the project site is not more than 20 acres.
(B) The project site or the parcel size for a builder’s remedy project, as defined in paragraph ( 11) of subdivi sion ( h) of Section 65589.5 of the Government Code, or the project site or the parcel size for a project that Item 17
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2 applied pursuant to paragraph (5) of subdivision (d) of Section 65589.5 of the Government Code as it read before January 1, 2025, is not more than five acres.
(2) The project site meets either of the following criteria:
(A) Is located within the boundaries of an incorporated municipality. (B) Is located within an urban area, as defined by the United States Census Bureau.
(3) The project site meets any of the following criteria:
(A) Has been previously developed with an urban use.
(B) At least 75 percent of the perimeter of the site adjoins parcels that are developed with urban uses.
(C) At least 75 percent of the area within a one-quarter mile radius of the site is developed with urban uses.
(D) For sites with four sides, at least three out of four sides are developed with urban uses and at least two-thirds of the perimeter of the site adjoins parcels that are developed with urban uses.
(4) (A) The project is consistent with the applicable general plan and zoning ordinance, as well as any applicable local coastal program as defined in Section 30108.6. For purposes of this section, a housing development project shall be deemed consistent with the applicable general plan and zoning ordinance, and any applicable local coas tal program, if there is substantial evidence that would allow a reasonable person to conclude that the housing development project is consistent.
(B) If the zoning and general plan are not consistent with one another, a project shall be deemed consistent with both if the project is consistent with one. (C) The approval of a density bonus, incentives or concessions, waivers or reductions of development standards, and reduced parking ratios pursuant to Section 65915 of the Government Code sh all not be grounds for determining that the project is inconsistent with the applicable general plan, zoning ordinance, or local coastal program.
(5) The project will be at least one-half of the applicable density specified in subparagraph (B) of paragraph (3) of su bdivision (c) of Section 65583.2 of the Government Code.
(6) The project satisfies the requirements specified in paragraph (6) of subdivision (a) of Section 65913.4 of the Government Code.
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3 (7) The project does not require the demolition of a historic structure that was placed on a national, state, or local historic register before the date a preliminary application was submitted for the project pursuant to Section 65941.1 of the Government Code.
(8) For a project that was deemed co mplete pursuant to paragraph (5) of subdivision (h) of Section 65589.5 of the Government Code on or after January 1, 2025, no portion of the project is de signated for use as a hotel, motel, bed and breakfast inn, or other transient lodging. For the purposes of this section, “other transient lodging” does not include either of the following:
(A) A residential hotel, as defined in Section 50519 of the Health and Safety Code.
(B) After the issuance of a certificat e of occupancy, a resident’s use or marketing of a unit as short-term lodging, as defined in Section 17568.8 of the Business and Professions Code, in a manner consistent with local law.
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City Council
Staff Report
Report Type: INFORMATION REPORTS
Lead Department: Administrative Services
Meeting Date: September 29, 2025
Report #:2501-4028
TITLE
City of Palo Alto Monthly Investment Report August 2025 (Unaudited)
ATTACHMENTS
Attachment A: August 2025 Monthly Investment Activity Report APPROVED BY:
Lauren Lai, Administrative Services Director
Item A
Item A Staff Report
Item A: Staff Report
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CITY OF PALO ALTO
MONTHLY INVESTMENT ACTIVITY REPORT
August 2025 (Unaudited)
TO: Honorable City Council
Report Posted at the City’s Website: www.cityofpaloalto.org/investmentreporting Above Link on Council Agenda of September 29, 2025
______________________________________________________________________ The City’s Investment Policy 1 (Policy) and California Government Code Section 53607 requires that a report of transactions (investments, reinvestment, sold, and exchanged securities) be made available to the Council on a monthly basis.
The attached list of transactions (Attachment A) also includes, t hough not required by the Policy or the government code , security maturities and cash movement activity in the City’s two liquid operating cash pool accounts (Local Agency Investment Fund or LAIF and Fidelity accounts) . Liquid cash are available on a daily basis but are invested by the two entities in a range of securities ( e.g., treasuries, federal agencies, commercial paper, corporate bonds, time deposits, loans, and certificate of deposits/bank notes).
This reporting requirement is separate and distinct from the quarterly investment report submitted under California Government Code Section 53646 that includes portfolio composition, a detailed list of all securities, performance compared to the Policy , overall compliance with the Policy , and the City’s ability to meet expenditure requirements over the next six months.
Prepared by:
_______________________
Jessie Deschamps
Sr. Management Analyst,
ASD - Treasury
________________
Date
Approved by:
_______________________
Christine Paras
Asst. Director ASD
_________________
Date
______________________
Lauren Lai
Chief Financial Officer
_________________
Date
1 https://www.cityofpaloalto.org/files/assets/public/v/1/administrative-services/investment-policies/adopted-investment-policy-1-39-asd.pdf Docusign Envelope ID: E2B17092-65AE-4D78-A4F6-6B42B5F589B4 9/9/2025
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Item A
Attachment A - August 2025
Monthly Investment Activity
Report
Item A: Staff Report
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City of Palo Alto
Activity Report
City of Palo Alto
Administration Svcs. Dept.
250 Hamilton Ave., 4th Floor
Palo Alto, CA 94301
(650)496-5020
Sorted By Safekeeper
August 1, 2025 - August 31, 2025
Current
Rate
Transaction
Date Balance
Beginning
Balance
Ending
Par Value
Percent
of Portfolio
Par Value
CUSIP Investment # Issuer
Purchases or
Deposits
Redemptions or
Withdrawals
Safekeeper: U.S. Bank
Negotiable Certificates of Deposits
First Carolina Bank2389 NCD 0.000.450 08/20/2025 248,000.0031944MBB0 1st Financial Bank2390 NCD 0.000.450 08/19/2025 248,000.0032022RNT0 Ufirst Federal Credit Union2832 NCD 0.004.850 08/25/2025 249,000.00902684AB5 West Town Bank and Trust2855 NCD 0.005.450 08/28/2025 249,000.00956310BM7 Cental Valley Community Bank2945 NCD 0.004.900 09/02/2025 249,000.0015568PAV8 Timberland Bank Hoquaim3020 NCD 0.005.100 08/28/2025 249,000.0088709RBB4 1,492,000.0027,328,000.00 25,836,000.00Subtotal and Balance 0.00 Corporate Medium Term Bonds
Alphabet (Google) Inc.2507 MTN 0.000.450 08/15/2025 200,000.0002079KAH0 200,000.0031,850,000.00 31,650,000.00Subtotal and Balance 0.00 Federal Agency Bonds
Federal Agricultural Mortgage1580 0.004.350 08/04/2025 474,000.0031315PEM7 Federal Agricultural Mortgage2098 0.004.350 08/04/2025 550,000.0031315PEM7 Federal Farm Credit Bank .2391 Call 0.000.570 08/12/2025 1,500,000.003133EL3H5 Federal National Mortgage Asso2392 Call 0.000.625 08/28/2025 1,000,000.003136G4R62 Federal National Mortgage Asso2393 Call 0.000.650 08/27/2025 1,000,000.003136G4S87 Federal National Mortgage Asso2394 Call 0.000.650 08/27/2025 1,500,000.003136G4Q97 Federal Home Loan Bank2395 Call 0.000.600 08/27/2025 1,500,000.003130AJZ36 Fed. Home Loan Mortgage Corp.2396 Call 0.000.625 08/19/2025 1,000,000.003134GWNC6 Federal National Mortgage Asso2397 Call 0.000.625 08/27/2025 1,500,000.003136G4V59 Federal Home Loan Bank2399 Call 0.000.600 08/27/2025 1,500,000.003130AJZ36 Federal Farm Credit Bank .2406 Call 0.000.610 08/25/2025 1,500,000.003133EL4W1 Federal Farm Credit Bank .2408 Call 0.000.610 08/25/2025 1,500,000.003133EL4W1 Federal Home Loan Bank2411 Call 0.000.600 08/27/2025 1,180,000.003130AJZ36 Federal Home Loan Bank2802 Call 0.005.620 08/14/2025 1,500,000.003130AULM4 Federal Home Loan Bank3051 Call 0.005.500 08/25/2025 1,000,000.003130B3AN3 Federal Home Loan Bank3088 Call 0.005.300 08/15/2025 800,000.003130B3HR7 19,004,000.00204,309,000.00 185,305,000.00Subtotal and Balance 0.00 Treasury Securities (Notes)
4,500,000.00 4,500,000.00Subtotal and Balance
Portfolio CPA
AP
Run Date: 09/09/2025 - 13:19 DA (PRF_DA) 7.3.11
Report Ver. 7.3.11
Docusign Envelope ID: E2B17092-65AE-4D78-A4F6-6B42B5F589B4 Item A
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Investment Activity Report
Item A: Staff Report
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Current
Rate
Transaction
Date Balance
Beginning
Balance
Ending
Par Value
Percent
of Portfolio
Par Value
August 1, 2025 - August 31, 2025
Activity Report
City of Palo Alto
CUSIP Investment # Issuer
Purchases or
Deposits
Redemptions or
Withdrawals
Safekeeper: U.S. Bank
Municipal Bonds
Burlingame School District1548 MUN 0.006.238 08/01/2025 120,000.00121457EQ4 Fremon Union High School Distr1646 MUN 0.006.080 08/01/2025 145,000.00357172VA0 State of Tennessee1674 MUN 0.002.066 08/01/2025 1,650,000.00880541XX0 State of Tennessee1676 MUN 0.002.066 08/01/2025 700,000.00880541XX0 Orchard School District1910 MUN 0.003.125 08/01/2025 40,000.00685585FD8 Fullerton School District1917 MUN 0.003.040 08/01/2025 750,000.00359819DM8 State of Maryland2184 MUN 0.004.350 08/01/2025 500,000.005741926N5 Marin Community College Dist.2287 MUN 0.005.000 08/01/2025 310,000.0056781RJJ7 Contra Costa Community College2291 MUN 0.001.918 08/01/2025 320,000.00212204JF9 San Jose Unified School Dist.2518 MUN 0.000.558 08/01/2025 1,000,000.00798186N81 Orange Cnty Water District2578 MUN 0.002.095 08/15/2025 315,000.0068442CCY0 State of Maryland2581 MUN 0.004.350 08/01/2025 245,000.005741926N5 State of Oregon2584 MUN 0.000.803 08/01/2025 265,000.0068609TT81 Chabot-Las Positas CCD2589 MUN 0.000.880 08/01/2025 125,000.0015722TJQ5 San Mateo Foster City SCH Dist2591 MUN 0.006.000 08/01/2025 395,000.00799055ME5 Foothill-De Anza Comm Clg Dist2818 MUN 0.000.906 08/01/2025 540,000.00345102PG6 State of Hawaii2820 MUN 0.001.033 08/01/2025 700,000.00419792F92 Chabot-Las Positas CCD2842 MUN 0.000.880 08/01/2025 1,000,000.0015722TJQ5 City of Los Angeles Fin Author2947 MUN 0.007.488 08/01/2025 70,000.0054473ENT7 9,190,000.00233,250,414.12 224,060,414.12Subtotal and Balance 0.00 Supranationals (World Bank) Bonds
70,884,000.00 70,884,000.00Subtotal and Balance
0.00 29,886,000.00572,121,414.12 542,235,414.1295.632%Safekeeper Subtotal Safekeeper: Not applicable - Cash/Managed Pool Accounts LAIF & Fidelity Cash Accounts
Fidelity Investments158 7,200,000.004.190 8,300,000.00SYS158 Local Agency Investment Fund159 3,500,000.004.250 8,300,000.00SYS159 16,600,000.0030,664,784.08 24,764,784.08Subtotal and Balance 10,700,000.00 10,700,000.00 16,600,000.0030,664,784.08 24,764,784.084.368%Safekeeper Subtotal 602,786,198.20 567,000,198.20Total 46,486,000.0010,700,000.00100.000% Portfolio CPA
AP
Run Date: 09/09/2025 - 13:19 DA (PRF_DA) 7.3.11
Report Ver. 7.3.11
Docusign Envelope ID: E2B17092-65AE-4D78-A4F6-6B42B5F589B4 Item A
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Investment Activity Report
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City Council
Supplemental Report
From: Mahealani Ah Yun, City Clerk
Meeting Date: September 29, 2025
Item Number: 3
Report #:2509-5256
TITLE
Supplemental Report - Impacts of H.R.1 on Santa Clara County Region As indicated in Staff Report #2509-5235, Item #3 on the September 29, 2025 City Council Agenda, a presentation from Santa Clara County staff was expected to be distributed on September 25, 2025. The presentation is attached to this supplemental report.
ATTACHMENT
Attachment A: Item 3 Presentation
Item 3
Item 3 Supplemental Report
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September 29, 2025
Impact of Federal Budget Cuts
and the County’s Response
County of Santa Clara 1 of 12
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H.R. 1 Overview
H.R. 1, or the “One Big Beautiful Bill Act,” is the federal budget reconciliation bill that was signed into law by President Trump on July 4, 2025.
Enacts the largest cuts in our nation’s history to Medicaid (known as Medi-Cal in CA) and food assistance (CalFresh in CA) to help fund tax cuts primarily benefitting the wealthiest Americans.
Medicaid is a critical social safety net program that provides healthcare coverage for nearly 1 in 5 Americans. Approximately half of all children in the United States are covered by Medicaid.
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1 in 4 County residents rely on Medi-Cal
133,000 residents rely on CalFresh for food assistance
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H.R. 1 Creates a County Fiscal Crisis
Medicaid is the single largest source of federal funding for the County, totaling $2.3 billion in FY25-26.
Medi-Cal funding accounts for more than half of all revenue for Santa Clara Valley Healthcare (SCVH), the County's healthcare delivery system. The County expects $1 billion in lost revenue per year, representing a significant portion of the $4.6B total annual budget for Santa Clara Valley Healthcare This is a devastating and destabilizing level of cuts that can only result in extraordinarily harmful service reductions if not addressed.
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Projected Impact to County Revenues (Summary)
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Santa Clara Valley Healthcare operates 4 hospitals and 15 major health centers in Santa Clara County and is the largest provider of many critical healthcare services to all residents:
Provides care for nearly 1 in 4 Santa Clara County
residents.
Largest provider of both Medi-Cal and Medicare hospital services to Santa Clara County residents.
Operates 2 of only 3 trauma centers in Santa Clara
County
Only Burn Center in Santa Clara County and 1 of only 3 regional centers of its kind between Los Angeles and the Oregon border.
Top ranked Rehabilitation Center on the entire
West Coast.
H.R. 1 Threatens Access to
Healthcare and Local Hospitals
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6 San Jose is home to 3 of 4 County hospitals (with 2 trauma centers and 1 burn center) and 10 of 15 major health centers.
Local Emergency Room Capacity is at Risk
Santa Clara County has limited ER beds. Santa Clara Valley Healthcare provides critical capacity that is already stretched thin.
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If County emergency bed capacity is
significantly reduced, other local
hospitals will be overwhelmed.
Every 11 minutes a 911 call results in
someone being transported to
a County hospital.
Nearly half of all ER visits in Santa
Clara County are at County hospitals
(750 visits per day).
80% of trauma cases are taken to
a County hospital.
Only counties with population over 500,000 shown on graph Item 3
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H.R. 1 Puts County Services at Risk
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Federal cuts of the magnitude we face present a major risk to all County services from public safety to homelessness.
A $1 billion funding shortfall is too significant for Santa Clara Valley Healthcare to absorb on its own.
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6,485 residents rely on Medi-Cal
Nearly 10% of Palo Alto’s population
Opened Valley Health Center North County, the
first County clinic in Palo Alto. Offers walk-in urgent care services for all ages, family medicine, on-site
laboratory, radiology, pharmacy, and other
services.
Capacity to provide 14,000 visits annually.
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Community Impacts: Palo Alto
HEALTHCARE
31,600 COVID vaccinations provided to Palo Alto
residents during height of the pandemic, regardless
of health provider or insurance
25% of Palo Alto residents received their
COVID vaccine from the County during this period
DISASTER RESPONSE
HOMELESSNESS
FOOD ASSISTANCE
1,755 residents rely on CalFresh to put food on
the table
285 households served by permanent supportive
housing programs in past year
234 households provided shelter/temporary
housing in past year
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County’s Response to H.R. 1
To address the extraordinary fiscal emergency caused by H.R. 1, the County is taking swift, proactive steps in several areas. 9 Reducing Costs and Increasing Revenue
Seeking State Support
Pursuing Local Solutions
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➢ On August 7, 2025, the Board of Supervisors unanimously voted to place an emergency, temporary general sales tax measure of 5/8 of a cent on the ballot. If approved, the tax would be in place for five years and generate $330 million in revenue each year. ➢ The County has very limited options for raising local revenue for services.
Unlike cities, counties can only enact taxes that have been affirmatively authorized by the State.
➢ SB 335 grants the County temporary authority to provide voters the option to raise local sales taxes by 5/8 of a cent for County services.
➢ Measure A does not affect the ability of any city to propose a sales tax measure to their voters.
➢ Under state law, common household expenses (e.g. rent, groceries, utilities, childcare, etc.) are exempt from sales taxes. es10
County’s Response
Measure A
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Summary
Our community is facing a true healthcare emergency caused by the federal government. The crisis will hit us soon and worsen in the next few years. The County's hospital and health clinics will be hit hardest, but other critical County services – such as mental health care and public safety – are also threatened. Everyone's care is at risk, as closure of trauma centers or emergency departments increase wait times and affect patient care regardless of what insurance you have or which hospital is nearest to you.
Even if the temporary sales tax passes, the County will have to make hundreds of millions of dollars in service cuts to address a $1 billion+ shortfall. Over the next several years, we need to come together as a community to chart a path forward that ensures the health and well-being of our residents, especially those most in need.
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Thank You
Visit scc.info/federalfunding for more information
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Item No. 12. Page 1 of 1
City Council
Supplemental Report
From: Ed Shikada, City Manager
Meeting Date: September 29, 2025
Item Number: 12
Report #:2509-5254
TITLE
Supplemental Report: The City Schools Liaison Committee Recommends Approval of Professional Services Contract Number C26195844 with the JED Foundation for a Not-to-Exceed Amount of $149,000 for Technical Assistance, Evaluation, and Support Regarding Youth and Young Adult Mental Health Programs for a Period of Two Years; CEQA Status - Not a Project
RECOMMENDATION
This is a supplemental report for Agenda Item #12: The City Schools Liaison Committee Recommends Approval of Professional Services Contract Number C26195844 with the JED Foundation for a Not-to-Exceed Amount of $149,000 for Technical Assistance, Evaluation, and Support Regarding Youth and Young Adult Mental Health Programs for a Period of Two Years; CEQA Status - Not a Project.
The contract with the JED Foundation is attached to this memo as Attachment A.
ATTACHMENTS
Attachment A: Professional Services Contract No. C26195844 with the JED Foundation APPROVED BY:
Ed Shikada, City Manager
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CITY OF PALO ALTO CONTRACT NO. C26195844
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND THE JED FOUNDATION
This Agreement for Professional Services (this “Agreement”) is entered into as of the 29th day of September, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and THE JED FOUNDATION, a New York Corporation, located at 745 5th Ave Suite 500, New York, NY 10151 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to Palo Alto youth and young adults (the “Project”) and desires to engage a consultant to provide strategic planning, technical assistance, prevention and pos tvention evaluation in connection with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from October 1, 2025 through September 30, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
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SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Hundred Forty-Nine Thousand Dollars ($149,000). The hourly schedule of rates, if applicable, is set out in Exhibit C- 1, entitled “ SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
CONSULTANT represents and warrants that it is a corporation duly incorporated and in good standing under the laws of the State of New York. CONSULTANT further represents that, as of the Effective Date, is in the process of registering with the California Secretary of State as required to transact intrastate business in California. This Agreement shall not become effective, nor shall CONSULTANT be authorized to perform any services hereunder, unless and until CONSULTANT provides CITY with satisfactory writte n evidence of such registration with the California Secretary of State.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by Docusign Envelope ID: CD3BCD12-1864-4D03-9AD3-0CB568467716 Item 12
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CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning Docusign Envelope ID: CD3BCD12-1864-4D03-9AD3-0CB568467716 Item 12
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compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Dr. Katie Hurley Email: [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day- to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute P roject Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Chantal Cotton Gaines, Deputy City Manager, City Manager’s Office, 250 Hamilton Ave Palo Alto, CA , zip code: 94301, Telephone: (650)329-2572. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and Docusign Envelope ID: CD3BCD12-1864-4D03-9AD3-0CB568467716 Item 12
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expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primar y coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
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18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
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With a copy to the Purchasing Manager
To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
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SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
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(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing Docusign Envelope ID: CD3BCD12-1864-4D03-9AD3-0CB568467716 Item 12
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so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings , either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
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29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT No. C26195844
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
CONSULTANT
THE JED FOUNDATION
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2
By: ________________________________
Name: ______________________________
Title: _______________________________
Docusign Envelope ID: CD3BCD12-1864-4D03-9AD3-0CB568467716 John MacPhee
CEO, The Jed Foundation
Lisa Risi
CFAO, The Jed Foundation
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A , entitled “ SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.
The JED Foundation (CONSULTANT) will provide strategic planning, technical assistance (TA), prevention and postvention consultation to the City of Palo Alto. CONSULTANT will provide the services described in this scope of work in a 18-24 month time period for a Not to Exceed amount of $149,000 which includes $140,000 for services and $9,000 as a not to exceed for eligible reimbursable travel expenses. This contract can be amended in the future to add additional scope of a Phase 2 upon mutual agreement of the parties and identified funding.
CONSULTANT will provide the following services in partnership with the CITY’s Project Manager.
Task 1: Provide Postvention Support
CONSULTANT will provide the following deliverables for postvention services:
1. Meetings, Interviews, Focus Groups: CONSULTANT will directly facilitate and coordinate among local providers opportunities for postvention grief processing and community healing in the wake of recent losses and historic suicide cluster events.
Consultant will engage Project Safety Net (PSN) for historical knowledge, insight and experience.
2. Gap Analysis Write Up and Postvention Guide: CONSULTANT will conduct a gap analysis of the current systems of postvention support, followed by the creation of a co- designed and customized postvention guide to improve responses to loss by suicide (and other unexpected loss) and reduce the likelihood that other individuals will die by suicide following a loss. CITY will review a draft of the report and guide and provide comments before the report and guide are finalized.
3. Messaging Write Ups: CONSULTANT will assist with community-wide safe messaging (including news shared in local newspapers, community groups and memorials in the community) to reduce the likelihood that other individuals will die by suicide following a loss.
Task 2: Strengthen Prevention Efforts
CONSULTANT will provide the following deliverables for prevention services:
1. Data Analysis: CONSULTANT will provide data analysis with at least the following Docusign Envelope ID: CD3BCD12-1864-4D03-9AD3-0CB568467716 Item 12
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data:
a. Regional: local data will be compiled to identify the leading methods of suicide in the region and potential “hotspots” in an effort to create multipronged approaches to reducing access to lethal means.
b. Local Schools Data: In partnership with the CITY, CONSULTANT will request data from the Palo Alto Unified School District (PAUSD) that relates to mental health support of the student population; CONSULTANT will leverage that data to inform citywide prevention efforts for Palo Alto youth (particularly the K-12 population).
2. Communication:
a. CONSULTANT, in partnership with the CITY, will share this scope of work and progress updates to PAUSD and will highlight if the update information is suggested to be broadly shared with PAUSD families.
3. Gap Analysis Write Up on Prevention: CONSULTANT will conduct a gap analysis of the current programs and services for youth mental health support in Palo Alto, particularly including identifying those programs and services offered by or financially supported by the City. The gap analysis will evaluate services offered by age, accessibility of services, supports for specific demographic groups, availability of types of mental health support services, etc. CONSULTANT and CITY will agree on what is included in the study and CONSULTANT will produce a report with findings.
CONSULTANT will make recommendations on evidence-based programs and interventions for suicide prevention in communities. The CITY will review a draft of the report and provide comments before the report is finalized.
4. Advising on Reduction of Lethal Means: CONSULTANT will provide concrete guidance to reduce access to lethal means, including but not limited to: AI assisted surveillance along the rails, temporary suicide barriers and deterrents (e.g. nylon netting at common entry points), hopeful signage with specific low and no cost help-seeking options visible, messaging campaigns about the benefits of mental health care, and regular environmental scans. This information will be shared with the CITY through written report and meetings
5. Safety education for local agencies: CONSULTANT will conduct 2 four-hour trainings as customized, citywide lethal means safety education. CONSULTANT will help train more local providers in the use and implementation of research-based individual approaches to reducing access to lethal means (e.g., Counseling on Access to Lethal Means).
6. Policy Development: CONSULTANT will assist in policy review and/or development, based on the results of the gap analysis, to create clear systems of response and intervention to assist in a mental health crisis. This can include reviewing and updating existing policies and/or developing new policies.
Task 3: Facilitate Youth Engagement
CONSULTANT understands that voice, agency, and purpose are essential to healthy development and wellness. JED will work with youth leaders, community organizations, and other stakeholders to ensure that Palo Alto’s young people are central to this work.
CONSULTANT recommends the following elements to amplify youth voice and to increase youth engagement:
1. JED will seek to better understand the needs of Palo Alto’s teens and young adults by recruiting a diverse sample of participants (approximately 30 - 50) to take part in a series Docusign Envelope ID: CD3BCD12-1864-4D03-9AD3-0CB568467716 Item 12
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of small (6-8), structured focus groups regarding the Palo Alto mental health ecosystem (access, awareness, acceptability). The methodology will include an IRB review, a hybrid model (in-person, anonymous remote), an interview schedule of key questions and follow-up probes, and a fully informed consent process.
2. Survey Administration and Analysis: CONSULTANT will administer its well-developed JED High School Survey where possible for Palo Alto youth in public and private schools. If the survey is used at PAUSD, it is subject to concurrence by PAUSD to ensure it is not duplicative of other PAUSD survey tools. The survey tool is intended to get a clearer picture of the mental health needs and help-seeking preferences among Palo Alto teens. The CITY and CONSULTANT will request support from local private schools and PAUSD (as appropriate given note above) to help share the survey to Palo Alto youth.
3. CONSULTANT will work with the CITY to explore the creation of a Peer Task Force to ensure that young people are meaningfully represented.
4. CONSULTANT will help to generate a roadmap of potential future activities and goals of the Youth Task Force, as well as guidance on overall convening structure and the prioritization of initial Task Force activities and agendas.
Task 4: Advise on the City of Palo Alto’s Citywide Campaign/Communications:
CONSULTANT can provide up to 40 hours of expert guidance on campaign concepts and materials to help ensure their effectiveness and impact. This could include reviewing and sharing expert feedback on creative briefs and materials, and/or informing potential impact goals and measures. Further details:
1. CONSULTANT will evaluate the City’s existing communication tools for sharing resources about youth mental health and share best practices or share additional tools the City could consider using. This can be a smaller write up.
2. CONSULTANT will potentially survey about youth access of CITY-provided services, if needed beyond the gap analysis and communication tools evaluation listed above.
3. CONSULTANT will curate a set of existing, evidence-based resources tailored to the goals and objectives of the campaign for licensed use, e.g. on the citywide campaign landing page. These resources might include digital tools, storytelling content, or social- first assets designed to provide trustworthy information about mental health, including recognizing signs of distress; supporting open conversation, connection, and help-seeking behaviors; and offering specialized information for a wide range of feelings, situations, and identities. Examples include: Mental Health Resource Center content, videos featuring expert advice and voices of lived experience like Caleb Williams, research reports, and social media assets.
4. Advise on rebuilding of CITY mental health resources webpage to ensure user friendliness for ease of accessing resources.
Task 5: Trainings to Build Knowledge and Skills
CONSULTANT will provide six (6) standard workshops/trainings with three (3) in person and (3) virtually. The standard workshops and training can be tailored to address the needs of specific groups. The workshop/training final topics will be settled upon by the CITY and CONSULTANT based on specific needs of the Palo Alto community, but some example workshop/training topics include:
● JED’s “You Can Help” training equips participants to understand youth mental health, recognize signs of distress, learn how to respond, and know when and how to connect Docusign Envelope ID: CD3BCD12-1864-4D03-9AD3-0CB568467716 Item 12
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young people to professional resources. JED has developed specialized versions of this training for youth, educator, and parent audiences.
● “Creating an Inclusive Community of Care” covers the connection between belonging and mental well-being, identifies the core elements of a culture of care, and offers proven strategies to combat stigma among historically marginalized groups. It’s recommended for leaders and staff members of organizations that work with young people. ● “It’s Okay to Say Suicide” Being able to talk openly about suicide opens the door for people to get help. We are here to not only tell you it’s OK to say suicide, we’re here to show you how.
The target audiences for the Palo Alto-specific workshops/trainings will be determined by the City of Palo Alto based on community need. Examples include community groups, schools, school districts, etc.
Travel for Contract:
Based on the scope of work, travel is required for the CONSULTANT. With the expectation that CONSULTANT will deliver services within Palo Alto, the reimbursable travel not to exceed cost is $9,000.
Option to Amend Contract to Add Additional Scope:
Upon interest, funding, and agreement of both parties, this contract can be amended to add additional scope related to co-creating and supporting a youth mental health summit and to build capacity for sustainable engagement, prevention, and postvention. Further scope would be developed for this additional work upon interest, funding, and agreement of both parties.
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP
1. Provide Postvention Support One Year from signing of contract
2. Strengthen Prevention Efforts One Year from signing of contract
3. Facilitate Youth Engagement Within 18 months from signing of contract
4. Advise on the City of Palo Alto’s
Citywide Campaign/communication
Within 18 months from signing of contract
5. Training to Build Knowledge and Skills One Year from signing of contract
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as E xhibit C-1 up to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below , provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services , any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this /these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Task 1
(Provide Postvention Support)
$31,350
Task 2
(Strengthen Prevention Efforts)
$33,100
Task 3
(Facilitate Youth Engagement)
$21,300
Task 4
(Advise on the City of Palo Alto’s Citywide
Campaign/Communication)
$30,850
Task 5
(Trainings to Build Knowledge and Skills)
$23,400
Sub-total for Services $140,000
Reimbursable Expenses (if any) $9,000
Total for Services and Reimbursable Expenses $149,000
Additional Services (if any, per Section 4) $0
Maximum Total Compensation $149,000
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
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Reimbursable expenses, if any are specified as reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: Travel: Flights, hotel stays, taxi/rideshare , meals but does not include alcoholic beverages up to the not-to-exceed amount of: $9,000.
A. Travel outside the San Francisco Bay A rea, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
TASK MONTHLY CHARGE
Task 1
(Provide Postvention Support)
$2,612.50
Task 2
(Strengthen Prevention Efforts)
$2,758.33
Task 3
(Facilitate Youth Engagement)
$1,183.33
Task 4
(Advise on the City of Palo Alto’s Citywide
Campaign/Communication)
$1,713.88
Task 5
(Trainings to Build Knowledge and Skills)
$1,950.00
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
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Certificate Of Completion
Envelope Id: CD3BCD12-1864-4D03-9AD3-0CB568467716
Status: Completed
Subject: Complete with Docusign: Final C26195844 Jed Foundation.pdf Source Envelope:
Document Pages: 22
Signatures: 2
Envelope Originator:
Certificate Pages: 2
Initials: 0
Alice Harrison
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 170.85.54.83
Record Tracking
Status: Original
9/24/2025 1:49:28 PM
Holder: Alice Harrison
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: Docusign
Signer Events
Signature
Timestamp
John MacPhee
[email protected]
CEO, The Jed Foundation
The Jed Foundation
Security Level: Email, Account Authentication
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Signature Adoption: Pre-selected Style
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Signed: 9/25/2025 8:12:36 AM
Electronic Record and Signature Disclosure:
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Lisa Risi
[email protected]
CFAO, The Jed Foundation
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:4041:53c7:6d00:a55c:1a7b:a251:2e7b
Sent: 9/25/2025 8:12:38 AM
Resent: 9/25/2025 12:00:05 PM
Viewed: 9/25/2025 12:04:15 PM
Signed: 9/25/2025 12:04:41 PM
Electronic Record and Signature Disclosure:
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Timestamp
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Status
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Ingrid Velasquez
[email protected]
Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 9/25/2025 12:04:42 PM
Viewed: 9/25/2025 12:10:51 PM
Item 12
Supplemental Attachment
A - Professional Services
Contract No. C26195844
with the JED Foundation
Item 12: Staff Report
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Carbon Copy Events
Status
Timestamp
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Chantal Gaines
[email protected]
Assistant to City Manager
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 9/25/2025 12:04:43 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Kojo Pierce
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 9/25/2025 12:04:43 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
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9/25/2025 7:49:03 AM
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9/25/2025 12:04:15 PM
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9/25/2025 12:04:41 PM
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9/25/2025 12:04:43 PM
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Item 12
Supplemental Attachment
A - Professional Services
Contract No. C26195844
with the JED Foundation
Item 12: Staff Report
Pg.
25 Packet Pg. 338 of 436
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: September 29, 2025
Report #:2509-5240
TITLE
Approve Purchase Order C26195416 with Carahsoft, Utilizing a General Services Administration Blanket Purchase Agreement, to Procure SAP S/4 HANA Suite of Products and Corresponding Software and Hosting Services for a 5-Year Term for a Not-To-Exceed Amount of $6,640,429; and Approve a Budget Amendment in the Technology Fund as Recommended by Finance Committee; CEQA Status - Not a Project
RECOMMENDATION
Finance Committee and staff recommend that the City Council:
a. Approve and authorize the City Manager or their designee to execute PO C26195416 with Carahsoft, utilizing a General Services Agreement (GSA) Blanket Purchase Agreement Contract Number 47QSWA18D008F, to procure SAP S/4HANA suite of products and corresponding software and hosting services for a 5-year term (December 31, 2025 to December 31, 2030), with a total not-to-exceed amount of $6,640,429 (Attachment A).
b. Amend the Fiscal Year 2026 Budget Appropriation for the Technology Fund by [requires a two-thirds approval by the Council]:
a. Increasing the expenditure appropriation for the Enterprise Resource Planning Upgrade 2026 Project (TE-19000) in the Information Technology Department by $1,660,000
b. Decreasing the Technology Reserve by $1,660,000
EXECUTIVE SUMMARY
Approval of this contract and subsequent consulting services will result in the upgrade of the City’s Enterprise Resource Planning (ERP) system, currently SAP, to the most current version.
Support for the version of the SAP ERP platform the City operates on will end on January 1, 2028 requiring the City to either upgrade or replace the system. Alternatively, the City could assume increased risk using an unsupported platform, this is not recommended. In total, the upgrade is estimated to cost $13.3 million over five years, net of incentives estimated to save Item AA1
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the City $3.4 million if contract is signed by the end of September 2025. Once transitioned, this new licensing contract will increase ongoing annual costs, approximately $660,000 above the current $1 million baseline (this is expected in years three through five).
The Finance Committee reviewed this at its September 16, 2025 meeting and unanimously recommended Council approval.
BACKGROUND
The City has relied on SAP as its core Enterprise Resource Planning (ERP) system since 2003, enabling integration and support for key business functions such as Finance, Human Resources, Payroll, Procurement, Budgeting, and Utilities. Over time, the City has continued to invest in the platform—most notably with a major upgrade in 2021 that transitioned the system to SAP HANA, enabled cloud hosting, improved performance, and introduced single sign-on (SSO).
These improvements have delivered meaningful gains in efficiency, accuracy, and user experience.
In 2017, the City evaluated the feasibility of replacing SAP through a formal RFP process.
However, after reviewing vendor proposals, it was determined that the cost of a full system replacement significantly exceeded capacity to procure and support the implementation of a new system. The City chose to continue with SAP and invest in strategic upgrades to extend the value of its existing system.1
SAP has announced that support for the current SAP ERP platform will end on January 1, 2028.
Running the system beyond this date would introduce increased risk, including the loss of vendor support, potential security vulnerabilities, and limited access to future enhancements.
Staff recommends migrating to SAP S/4HANA—SAP’s latest cloud-based ERP platform along with other SAP’s latest components. This next-generation system will preserve existing customizations and enhancements, while offering expanded capabilities such as enhanced cybersecurity, browser-based access, and built-in artificial intelligence and machine learning features. These tools can support further automation, better data insights, and improved service delivery across departments.
SAP will be hosting their S/4HANA ERP system and other related components on private cloud infrastructure. As part of this migration, SAP will now offer support on both software and their associate infrastructure.
To achieve this, staff recommends procuring various SAP ERP components and associated cloud infrastructure through Carahsoft, a vendor leveraging General Service Agreement (GSA) 1 Informational ERP System Status Report
https://www.paloalto.gov/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2019/id-9826-info-report-erp-system-status.pdf?t=49717.34 Item AA1
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Contract Number 47QSWA18D008F1.3 A cooperative purchasing agreement allows multiple entities to purchase goods and services at negotiated rates and are created by combining the buying needs of multiple entities to achieve a more economical purchase.
Professional expertise is required to successfully implement S/4 HANA and related software solutions. To support this migration the City is looking to enter into an agreement with an SAP authorized professional services provider that will provide technical support for this upgrade, the contract is estimated to be four to five million in one-time costs. Once the business requirements are finalized, staff will return to Council with the contract and necessary budget actions to appropriate funds from the Technology Reserve for this project.
ANALYSIS
The Finance Committee heard staff’s recommendation at its meeting on September 16, 20254 and unanimously recommended City Council approval. The Committee commented on the importance of being on a fully support version and innovations using features such as AI to improve process efficiencies. Department users of the system including human resources and administrative services acknowledged recent improvements and the desire for more improvements and efficiencies to be achieved in the new version. The Committee agreed with taking advantage of the sizeable incentive that would be received by issuing a PO before the end of September.
SAP has offered the City a Transformation Incentive for its cloud services — a cloud credit valued at $1,583,053 as well as no annual cost increase over the term — available through SAP’s partner, Carahsoft. In total, this incentive is estimated to save the City $3.4 million if contract is signed by the end of September 2025. Carahsoft is a technology solutions provider that services the public sector. The agreement includes language allowing the city to cancel for convenience prior to the start date if needed. Savings of $3.4 million cost avoidance is expected if this PO is signed before the end of September 2025 from the following components:
1) Price protection estimate of $1.5 million. No annual contract cost of living adjustment for five years, maintenance will remain flat at $1.66 million annually. 2) Business incentive of $1.7 million. Incentive of one year ”free” of licensing costs from SAP
3 GSA Contract: 47QSWA18D008F
https://www.gsaadvantage.gov/ref_text/47QSWA18D008F/100V5C.3VR800_47QSWA18D008F_47QSWA18D008F- 11-24-2024-565316.PDF
4 FInance Committee, September 16, 2025, Item #3,
https://portal.laserfiche.com/Portal/DocView.aspx?id=223086&repo=r-704298fc&searchid=96d03863-2689-4821- 84f0-a01b93b3e812
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3) System maintenance of $318,000. Elimination of dual system maintenance costs if the upgraded system is live before 2027.
Table #1: Cost Summary (December 2025 – December 2030)
Year Annual Cost
Year 1 (2025–2026) $1,659,489
Year 2 (2026–2027) $1,660,107
Year 3 (2027–2028) $1,660,107
Year 4 (2028–2029) $1,660,107
Year 5 (2029–2030) $1,660,107
Cloud Credit ($1,583,053)
Total (5 Years) $6,640,429
FISCAL/RESOURCE IMPACT
The ERP system upgrade is expected to cost the City a total of $13.3 million over the first 5 years, including implementation and transition costs as well as the recommended software and hosting services costs. The recommended agreement will add approximately $660,000 in additional SAP licensing costs on top of the current $1 million baseline in years three through five, upon full implementation. During the initial year, the City must maintain its existing SAP licensing, hosting, and maintenance agreements; total costs in the first year will be higher than in subsequent years. In addition, staff anticipates returning to Council with a separate contract for one-time implementation and migration services associated with S/4 HANA, which will also be funded primarily from the Technology Reserve. Once fully implemented, the legacy licenses, hosting, and maintenance agreements will be retired and no longer required.
Funding for the first and second year, including this purchase order, is available in the Technology Fund, specifically the Technology Reserve. This Reserve is intended to cover system upgrades costs such as these. The FY 2026 forecasted ending balance for the Technology Reserve is $18 million. If this budget amendment is approved, the reserve balance is anticipated to be $16.4 million at year-end. For years 3–5, the costs will be allocated to City departments through the Internal Service Fund process and appropriated annually, subject to Council approval as part of the annual budget process.
The Information Technology (IT) Department is funded by an Internal Service Fund (ISF) that allocates costs across the City to provide technology-related services to other departments and funds. Approximately 49% of services are provided to the General Fund, with the remaining 51% supporting Enterprise, special revenue, and other internal service funds.
STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the service provider.
Item AA1
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ENVIRONMENTAL REVIEW
The approval of these contracts is exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15061(c)(3) because it can be seen that there is no possibility that the activity in question may have a significant effect on the environment.
ATTACHMENTS
Attachment A: Purchase Order with Carahsoft – C26195416 for S4 HANA APPROVED BY:
Darren Numoto, Chief Information Officer; Lisa Bolger, Assistant Director Information Technology/CTO
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GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
TO:
Jitendra Kulkarni
IT Enterprise Systems Manager
City Of Palo Alto
250 Hamilton Ave
2nd Floor
Palo Alto, CA 94301 USA
EMAIL:
[email protected]
PHONE:
(925) 216-6256
FROM:
Jonathan Gutierrez
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL:
[email protected]
PHONE:
(571) 662-3375
FAX:
(703) 871-8505
TERMS:
GSA Schedule No: 47QSWA18D008F
Term: August 22, 2018 - August 21, 2028
FTIN: 52-2189693
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1P3C5
DUNS No: 088365767
UEI: DT8KJHZXVJH5
Business Size: Other than Small
Sales Tax May Apply
QUOTE NO:
57709533
QUOTE DATE:
07/17/2025
QUOTE EXPIRES:
09/30/2025
RFQ NO:
SHIPPING:
ESD
TOTAL PRICE:
$1,659,489.13
TOTAL QUOTE:
$1,659,489.13
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
BASE YEAR
1 8008678a-611
SAP S/4HANA Cloud, Digital Access, private edition (1-
1000 Tier; Block Of 1000 Document; Minimum of 1 Block;
Per Year)
SAP Industries, Inc. - 8008678a
Start Date: 12/31/2025
End Date: 12/30/2026
$52.63
GSA
50 $2,631.50
2 8011726-1-Infinite-611
SAP Cloud, memory extension for productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011726-1-Infinite
Start Date: 12/31/2025
End Date: 12/30/2026
$26,315.79
GSA
1 $26,315.79
3 8011727-1-Infinite-611
SAP Cloud, memory extension for non-productive tiers,
private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2025
End Date: 12/30/2026
$15,789.47
GSA
1 $15,789.47
4 8008794-611
SAP Additional File Storage, private cloud edition (1-
Infinite Tier; Block Of 128 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008794
Start Date: 12/31/2025
End Date: 12/30/2026
$1,052.63
GSA
12 $12,631.56
5 8008910a-611
SAP Core Human Capital Management Cloud, private
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8008910a
Start Date: 12/31/2025
End Date: 12/30/2026
$22.97
GSA
1,100
$25,267.00
6 8008911a-611
SAP Time Tracking Cloud, private edition (1-2000 Tier;
Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008911a
Start Date: 12/31/2025
End Date: 12/30/2026
$19.15
GSA
1,100
$21,065.00
CONFIDENTIAL
PAGE 1 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
6 Packet Pg. 344 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
7 8008783a-611
SAP Payroll Processing, private cloud edition (1-2000 Tier; Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008783a
Start Date: 12/31/2025
End Date: 12/30/2026
$36.37
GSA
1,100
$40,007.00
8 8011504-1-2000-611
SAP U.S. Payroll Tax Calculation by BSI, private cloud
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8011504-1-2000
Start Date: 12/31/2025
End Date: 12/30/2026
$13.59
GSA
1,100
$14,949.00
9 8018116-1-100-611
SAP S/4HANA Cloud Private Edition, utilities (1-100 Tier; Block Of 1000 Point of Delivery; Minimum of 25 Blocks;
Per Year)
SAP Industries, Inc. - 8018116-1-100
Start Date: 12/31/2025
End Date: 12/30/2026
$372.05
GSA
100
$37,205.00
10 8008690-611
SAP S/4HANA Cloud, additional non-productive tier,
private edition (S) (1-Infinite Tier; Block Of 1 Tenant; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008690
Start Date: 12/31/2025
End Date: 12/30/2026
$110,526.32
GSA
1 $110,526.32
11 8011084-611
SAP long-term backup, monthly cloud backup with 1-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011084
Start Date: 12/31/2025
End Date: 12/30/2026
$3,789.47
GSA
2 $7,578.94
12 8011088-611
SAP long-term backup, yearly backup with 4-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011088
Start Date: 12/31/2025
End Date: 12/30/2026
$1,368.42
GSA
2 $2,736.84
13 8019271-1-infinite-611
SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 01/01/2026
End Date: 12/31/2026
$9.9311
GSA
31,762
$315,431.60
14 8019709-1-Infinite-611
Customer-Managed Data Products (1-Infinite Tier;
Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8019709-1-Infinite
Start Date: 01/01/2026
End Date: 12/31/2026
$15,771.45
GSA
1 $15,771.45
15 8019361-271-410-611
SAP Cloud ERP Private (271-410 Tier; Block Of 1 Full Use Equivalent; Minimum of 60 Block; Per Year)
SAP Industries, Inc. - 8019361-271-410
Start Date: 12/31/2025
End Date: 12/30/2026
$2,650.22
GSA
313
$829,518.86
16 8016532-1-Infinite-611
SAP AI Unit (1-Infinite Tier; Block of 100 Capacity Unit; Per Year)
SAP Industries, Inc. - 8016532-1-Infinite
Start Date: 12/31/2025
End Date: 12/30/2026
$586.47
GSA
140
$82,105.80
17 8010751-611
Cloud Platform Enterprise Agreement, reseller edition
($12121-Infinite Tier; Block of 1 Spend Volumes; Per Year) SAP Industries, Inc. - 8010751
Start Date: 12/31/2025
End Date: 12/30/2026
$1.05
GSA
20,000
$21,000.00
CONFIDENTIAL
PAGE 2 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
7 Packet Pg. 345 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
18 8019676-1001-5000-611
WalkMe Premium for SAP S/4HANA Private Cloud Edition
(1001-5000 Tier; Block Of 1 Active User; Minimum of 100 Block; Per Year)
SAP Industries, Inc. - 8019676-1001-5000
Start Date: 12/31/2025
End Date: 12/30/2026
$71.78
GSA
1,100
$78,958.00
BASE YEAR SUBTOTAL:
$1,659,489.13
SUBTOTAL:
$1,659,489.13
TOTAL PRICE:
$1,659,489.13
TOTAL QUOTE:
$1,659,489.13
SUGGESTED OPTIONS
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
YEAR 2
19 8008678a-611
SAP S/4HANA Cloud, Digital Access, private edition (1-
1000 Tier; Block Of 1000 Document; Minimum of 1 Block;
Per Year)
SAP Industries, Inc. - 8008678a
Start Date: 12/31/2026
End Date: 12/30/2027
$52.63
GSA
50 $2,631.50
20 8011726-1-Infinite-611
SAP Cloud, memory extension for productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011726-1-Infinite
Start Date: 12/31/2026
End Date: 12/30/2027
$26,315.79
GSA
1 $26,315.79
21 8011727-1-Infinite-611
SAP Cloud, memory extension for non-productive tiers,
private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2026
End Date: 12/30/2027
$15,789.47
GSA
1 $15,789.47
22 8008794-611
SAP Additional File Storage, private cloud edition (1-
Infinite Tier; Block Of 128 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008794
Start Date: 12/31/2026
End Date: 12/30/2027
$1,052.63
GSA
12 $12,631.56
23 8008910a-611
SAP Core Human Capital Management Cloud, private
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8008910a
Start Date: 12/31/2026
End Date: 12/30/2027
$22.97
GSA
1,100
$25,267.00
24 8008911a-611
SAP Time Tracking Cloud, private edition (1-2000 Tier;
Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008911a
Start Date: 12/31/2026
End Date: 12/30/2027
$19.15
GSA
1,100
$21,065.00
25 8008783a-611
SAP Payroll Processing, private cloud edition (1-2000 Tier; Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008783a
Start Date: 12/31/2026
End Date: 12/30/2027
$36.37
GSA
1,100
$40,007.00
CONFIDENTIAL
PAGE 3 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
8 Packet Pg. 346 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
SUGGESTED OPTIONS
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
26 8011504-1-2000-611
SAP U.S. Payroll Tax Calculation by BSI, private cloud
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8011504-1-2000
Start Date: 12/31/2026
End Date: 12/30/2027
$13.59
GSA
1,100
$14,949.00
27 8018116-1-100-611
SAP S/4HANA Cloud Private Edition, utilities (1-100 Tier; Block Of 1000 Point of Delivery; Minimum of 25 Blocks;
Per Year)
SAP Industries, Inc. - 8018116-1-100
Start Date: 12/31/2026
End Date: 12/30/2027
$372.05
GSA
100
$37,205.00
28 8008690-611
SAP S/4HANA Cloud, additional non-productive tier,
private edition (S) (1-Infinite Tier; Block Of 1 Tenant; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008690
Start Date: 12/31/2026
End Date: 12/30/2027
$110,526.32
GSA
1 $110,526.32
29 8011084-611
SAP long-term backup, monthly cloud backup with 1-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011084
Start Date: 12/31/2026
End Date: 12/30/2027
$3,789.47
GSA
2 $7,578.94
30 8011088-611
SAP long-term backup, yearly backup with 4-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011088
Start Date: 12/31/2026
End Date: 12/30/2027
$1,368.42
GSA
2 $2,736.84
31 8019271-1-infinite-611
SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 01/01/2027
End Date: 12/31/2027
$9.95
GSA
31,762
$316,031.90
32 8019709-1-Infinite-611
Customer-Managed Data Products (1-Infinite Tier;
Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8019709-1-Infinite
Start Date: 01/01/2027
End Date: 12/31/2027
$15,789.47
GSA
1 $15,789.47
33 8019361-271-410-611
SAP Cloud ERP Private (271-410 Tier; Block Of 1 Full Use Equivalent; Minimum of 60 Block; Per Year)
SAP Industries, Inc. - 8019361-271-410
Start Date: 12/31/2026
End Date: 12/30/2027
$2,650.22
GSA
313
$829,518.86
34 8016532-1-Infinite-611
SAP AI Unit (1-Infinite Tier; Block of 100 Capacity Unit; Per Year)
SAP Industries, Inc. - 8016532-1-Infinite
Start Date: 12/31/2026
End Date: 12/30/2027
$586.47
GSA
140
$82,105.80
35 8010751-611
Cloud Platform Enterprise Agreement, reseller edition
($12121-Infinite Tier; Block of 1 Spend Volumes; Per Year) SAP Industries, Inc. - 8010751
Start Date: 12/31/2026
End Date: 12/30/2027
$1.05
GSA
20,000
$21,000.00
CONFIDENTIAL
PAGE 4 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
9 Packet Pg. 347 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
SUGGESTED OPTIONS
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
36 8019676-1001-5000-611
WalkMe Premium for SAP S/4HANA Private Cloud Edition
(1001-5000 Tier; Block Of 1 Active User; Minimum of 100 Block; Per Year)
SAP Industries, Inc. - 8019676-1001-5000
Start Date: 12/31/2026
End Date: 12/30/2027
$71.78
GSA
1,100
$78,958.00
YEAR 2 SUBTOTAL:
$1,660,107.45
YEAR 3
37 8008678a-611
SAP S/4HANA Cloud, Digital Access, private edition (1-
1000 Tier; Block Of 1000 Document; Minimum of 1 Block;
Per Year)
SAP Industries, Inc. - 8008678a
Start Date: 12/31/2027
End Date: 12/30/2028
$52.63
GSA
50 $2,631.50
38 8011726-1-Infinite-611
SAP Cloud, memory extension for productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011726-1-Infinite
Start Date: 12/31/2027
End Date: 12/30/2028
$26,315.79
GSA
1 $26,315.79
39 8011727-1-Infinite-611
SAP Cloud, memory extension for non-productive tiers,
private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2027
End Date: 12/30/2028
$15,789.47
GSA
1 $15,789.47
40 8008794-611
SAP Additional File Storage, private cloud edition (1-
Infinite Tier; Block Of 128 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008794
Start Date: 12/31/2027
End Date: 12/30/2028
$1,052.63
GSA
12 $12,631.56
41 8008910a-611
SAP Core Human Capital Management Cloud, private
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8008910a
Start Date: 12/31/2027
End Date: 12/30/2028
$22.97
GSA
1,100
$25,267.00
42 8008911a-611
SAP Time Tracking Cloud, private edition (1-2000 Tier;
Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008911a
Start Date: 12/31/2027
End Date: 12/30/2028
$19.15
GSA
1,100
$21,065.00
43 8008783a-611
SAP Payroll Processing, private cloud edition (1-2000 Tier; Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008783a
Start Date: 12/31/2027
End Date: 12/30/2028
$36.37
GSA
1,100
$40,007.00
44 8011504-1-2000-611
SAP U.S. Payroll Tax Calculation by BSI, private cloud
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8011504-1-2000
Start Date: 12/31/2027
End Date: 12/30/2028
$13.59
GSA
1,100
$14,949.00
CONFIDENTIAL
PAGE 5 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
10 Packet Pg. 348 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
SUGGESTED OPTIONS
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
45 8018116-1-100-611
SAP S/4HANA Cloud Private Edition, utilities (1-100 Tier; Block Of 1000 Point of Delivery; Minimum of 25 Blocks;
Per Year)
SAP Industries, Inc. - 8018116-1-100
Start Date: 12/31/2027
End Date: 12/30/2028
$372.05
GSA
100
$37,205.00
46 8008690-611
SAP S/4HANA Cloud, additional non-productive tier,
private edition (S) (1-Infinite Tier; Block Of 1 Tenant; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008690
Start Date: 12/31/2027
End Date: 12/30/2028
$110,526.32
GSA
1 $110,526.32
47 8011084-611
SAP long-term backup, monthly cloud backup with 1-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011084
Start Date: 12/31/2027
End Date: 12/30/2028
$3,789.47
GSA
2 $7,578.94
48 8011088-611
SAP long-term backup, yearly backup with 4-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011088
Start Date: 12/31/2027
End Date: 12/30/2028
$1,368.42
GSA
2 $2,736.84
49 8019271-1-infinite-611
SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 01/01/2028
End Date: 12/31/2028
$9.95
GSA
31,762
$316,031.90
50 8019709-1-Infinite-611
Customer-Managed Data Products (1-Infinite Tier;
Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8019709-1-Infinite
Start Date: 01/01/2028
End Date: 12/31/2028
$15,789.47
GSA
1 $15,789.47
51 8019361-271-410-611
SAP Cloud ERP Private (271-410 Tier; Block Of 1 Full Use Equivalent; Minimum of 60 Block; Per Year)
SAP Industries, Inc. - 8019361-271-410
Start Date: 12/31/2027
End Date: 12/30/2028
$2,650.22
GSA
313
$829,518.86
52 8016532-1-Infinite-611
SAP AI Unit (1-Infinite Tier; Block of 100 Capacity Unit; Per Year)
SAP Industries, Inc. - 8016532-1-Infinite
Start Date: 12/31/2027
End Date: 12/30/2028
$586.47
GSA
140
$82,105.80
53 8010751-611
Cloud Platform Enterprise Agreement, reseller edition
($12121-Infinite Tier; Block of 1 Spend Volumes; Per Year) SAP Industries, Inc. - 8010751
Start Date: 12/31/2027
End Date: 12/30/2028
$1.05
GSA
20,000
$21,000.00
54 8019676-1001-5000-611
WalkMe Premium for SAP S/4HANA Private Cloud Edition
(1001-5000 Tier; Block Of 1 Active User; Minimum of 100 Block; Per Year)
SAP Industries, Inc. - 8019676-1001-5000
Start Date: 12/31/2027
End Date: 12/30/2028
$71.78
GSA
1,100
$78,958.00
YEAR 3 SUBTOTAL:
$1,660,107.45
CONFIDENTIAL
PAGE 6 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
11 Packet Pg. 349 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
SUGGESTED OPTIONS
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
YEAR 4
55 8008678a-611
SAP S/4HANA Cloud, Digital Access, private edition (1-
1000 Tier; Block Of 1000 Document; Minimum of 1 Block;
Per Year)
SAP Industries, Inc. - 8008678a
Start Date: 12/31/2028
End Date: 12/30/2029
$52.63
GSA
50 $2,631.50
56 8011726-1-Infinite-611
SAP Cloud, memory extension for productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011726-1-Infinite
Start Date: 12/31/2028
End Date: 12/30/2029
$26,315.79
GSA
1 $26,315.79
57 8011727-1-Infinite-611
SAP Cloud, memory extension for non-productive tiers,
private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2028
End Date: 12/30/2029
$15,789.47
GSA
1 $15,789.47
58 8008794-611
SAP Additional File Storage, private cloud edition (1-
Infinite Tier; Block Of 128 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008794
Start Date: 12/31/2028
End Date: 12/30/2029
$1,052.63
GSA
12 $12,631.56
59 8008910a-611
SAP Core Human Capital Management Cloud, private
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8008910a
Start Date: 12/31/2028
End Date: 12/30/2029
$22.97
GSA
1,100
$25,267.00
60 8008911a-611
SAP Time Tracking Cloud, private edition (1-2000 Tier;
Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008911a
Start Date: 12/31/2028
End Date: 12/30/2029
$19.15
GSA
1,100
$21,065.00
61 8008783a-611
SAP Payroll Processing, private cloud edition (1-2000 Tier; Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008783a
Start Date: 12/31/2028
End Date: 12/30/2029
$36.37
GSA
1,100
$40,007.00
62 8011504-1-2000-611
SAP U.S. Payroll Tax Calculation by BSI, private cloud
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8011504-1-2000
Start Date: 12/31/2028
End Date: 12/30/2029
$13.59
GSA
1,100
$14,949.00
63 8018116-1-100-611
SAP S/4HANA Cloud Private Edition, utilities (1-100 Tier; Block Of 1000 Point of Delivery; Minimum of 25 Blocks;
Per Year)
SAP Industries, Inc. - 8018116-1-100
Start Date: 12/31/2028
End Date: 12/30/2029
$372.05
GSA
100
$37,205.00
64 8008690-611
SAP S/4HANA Cloud, additional non-productive tier,
private edition (S) (1-Infinite Tier; Block Of 1 Tenant; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008690
Start Date: 12/31/2028
End Date: 12/30/2029
$110,526.32
GSA
1 $110,526.32
CONFIDENTIAL
PAGE 7 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
12 Packet Pg. 350 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
SUGGESTED OPTIONS
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
65 8011084-611
SAP long-term backup, monthly cloud backup with 1-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011084
Start Date: 12/31/2028
End Date: 12/30/2029
$3,789.47
GSA
2 $7,578.94
66 8011088-611
SAP long-term backup, yearly backup with 4-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011088
Start Date: 12/31/2028
End Date: 12/30/2029
$1,368.42
GSA
2 $2,736.84
67 8019271-1-infinite-611
SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 01/01/2029
End Date: 12/31/2029
$9.95
GSA
31,762
$316,031.90
68 8019709-1-Infinite-611
Customer-Managed Data Products (1-Infinite Tier;
Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8019709-1-Infinite
Start Date: 01/01/2029
End Date: 12/31/2029
$15,789.47
GSA
1 $15,789.47
69 8019361-271-410-611
SAP Cloud ERP Private (271-410 Tier; Block Of 1 Full Use Equivalent; Minimum of 60 Block; Per Year)
SAP Industries, Inc. - 8019361-271-410
Start Date: 12/31/2028
End Date: 12/30/2029
$2,650.22
GSA
313
$829,518.86
70 8016532-1-Infinite-611
SAP AI Unit (1-Infinite Tier; Block of 100 Capacity Unit; Per Year)
SAP Industries, Inc. - 8016532-1-Infinite
Start Date: 12/31/2028
End Date: 12/30/2029
$586.47
GSA
140
$82,105.80
71 8010751-611
Cloud Platform Enterprise Agreement, reseller edition
($12121-Infinite Tier; Block of 1 Spend Volumes; Per Year) SAP Industries, Inc. - 8010751
Start Date: 12/31/2028
End Date: 12/30/2029
$1.05
GSA
20,000
$21,000.00
72 8019676-1001-5000-611
WalkMe Premium for SAP S/4HANA Private Cloud Edition
(1001-5000 Tier; Block Of 1 Active User; Minimum of 100 Block; Per Year)
SAP Industries, Inc. - 8019676-1001-5000
Start Date: 12/31/2028
End Date: 12/30/2029
$71.78
GSA
1,100
$78,958.00
YEAR 4 SUBTOTAL:
$1,660,107.45
YEAR 5
73 8008678a-611
SAP S/4HANA Cloud, Digital Access, private edition (1-
1000 Tier; Block Of 1000 Document; Minimum of 1 Block;
Per Year)
SAP Industries, Inc. - 8008678a
Start Date: 12/31/2029
End Date: 12/30/2030
$52.63
GSA
50 $2,631.50
74 8011726-1-Infinite-611
SAP Cloud, memory extension for productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011726-1-Infinite
Start Date: 12/31/2029
End Date: 12/30/2030
$26,315.79
GSA
1 $26,315.79
CONFIDENTIAL
PAGE 8 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
13 Packet Pg. 351 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
SUGGESTED OPTIONS
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
75 8011727-1-Infinite-611
SAP Cloud, memory extension for non-productive tiers,
private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2029
End Date: 12/30/2030
$15,789.47
GSA
1 $15,789.47
76 8008794-611
SAP Additional File Storage, private cloud edition (1-
Infinite Tier; Block Of 128 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008794
Start Date: 12/31/2029
End Date: 12/30/2030
$1,052.63
GSA
12 $12,631.56
77 8008910a-611
SAP Core Human Capital Management Cloud, private
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8008910a
Start Date: 12/31/2029
End Date: 12/30/2030
$22.97
GSA
1,100
$25,267.00
78 8008911a-611
SAP Time Tracking Cloud, private edition (1-2000 Tier;
Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008911a
Start Date: 12/31/2029
End Date: 12/30/2030
$19.15
GSA
1,100
$21,065.00
79 8008783a-611
SAP Payroll Processing, private cloud edition (1-2000 Tier; Block Of 1 User; Minimum of 500 Blocks; Per Year)
SAP Industries, Inc. - 8008783a
Start Date: 12/31/2029
End Date: 12/30/2030
$36.37
GSA
1,100
$40,007.00
80 8011504-1-2000-611
SAP U.S. Payroll Tax Calculation by BSI, private cloud
edition (1-2000 Tier; Block Of 1 User; Minimum of 500
Blocks; Per Year)
SAP Industries, Inc. - 8011504-1-2000
Start Date: 12/31/2029
End Date: 12/30/2030
$13.59
GSA
1,100
$14,949.00
81 8018116-1-100-611
SAP S/4HANA Cloud Private Edition, utilities (1-100 Tier; Block Of 1000 Point of Delivery; Minimum of 25 Blocks;
Per Year)
SAP Industries, Inc. - 8018116-1-100
Start Date: 12/31/2029
End Date: 12/30/2030
$372.05
GSA
100
$37,205.00
82 8008690-611
SAP S/4HANA Cloud, additional non-productive tier,
private edition (S) (1-Infinite Tier; Block Of 1 Tenant; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8008690
Start Date: 12/31/2029
End Date: 12/30/2030
$110,526.32
GSA
1 $110,526.32
83 8011084-611
SAP long-term backup, monthly cloud backup with 1-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011084
Start Date: 12/31/2029
End Date: 12/30/2030
$3,789.47
GSA
2 $7,578.94
84 8011088-611
SAP long-term backup, yearly backup with 4-year
retention, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011088
Start Date: 12/31/2029
End Date: 12/30/2030
$1,368.42
GSA
2 $2,736.84
CONFIDENTIAL
PAGE 9 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
14 Packet Pg. 352 of 436
GOVERNMENT - PRICE QUOTATION
SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
SUGGESTED OPTIONS
LINE NO.
PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
85 8019271-1-infinite-611
SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 01/01/2030
End Date: 12/31/2030
$9.95
GSA
31,762
$316,031.90
86 8019709-1-Infinite-611
Customer-Managed Data Products (1-Infinite Tier;
Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8019709-1-Infinite
Start Date: 01/01/2030
End Date: 12/31/2030
$15,789.47
GSA
1 $15,789.47
87 8019361-271-410-611
SAP Cloud ERP Private (271-410 Tier; Block Of 1 Full Use Equivalent; Minimum of 60 Block; Per Year)
SAP Industries, Inc. - 8019361-271-410
Start Date: 12/31/2029
End Date: 12/30/2030
$2,650.22
GSA
313
$829,518.86
88 8016532-1-Infinite-611
SAP AI Unit (1-Infinite Tier; Block of 100 Capacity Unit; Per Year)
SAP Industries, Inc. - 8016532-1-Infinite
Start Date: 12/31/2029
End Date: 12/30/2030
$586.47
GSA
140
$82,105.80
89 8010751-611
Cloud Platform Enterprise Agreement, reseller edition
($12121-Infinite Tier; Block of 1 Spend Volumes; Per Year) SAP Industries, Inc. - 8010751
Start Date: 12/31/2029
End Date: 12/30/2030
$1.05
GSA
20,000
$21,000.00
90 8019676-1001-5000-611
WalkMe Premium for SAP S/4HANA Private Cloud Edition
(1001-5000 Tier; Block Of 1 Active User; Minimum of 100 Block; Per Year)
SAP Industries, Inc. - 8019676-1001-5000
Start Date: 12/31/2029
End Date: 12/30/2030
$71.78
GSA
1,100
$78,958.00
YEAR 5 SUBTOTAL:
$1,660,107.45
SUGGESTED OPTIONS SUBTOTAL:
$6,640,429.80
Quote Notes:
City of Palo Alto must reference Carahsoft Quote Number 57709533 and GSA MAS 8F : 47QSWA18D008F on any resulting purchase order.
City of Palo Alto's access to and use of the SAP Cloud Services, and SAP's obligations thereto, are subject to the following, which are collectively referred to as the "Customer Cloud Agreement", and which are given priority in the order listed:
1) Appendix A - Additional Terms Document (attached hereto) 2) Exhibit 1 - End User Selected SAP BW Capacity Services (attached hereto) 2) SAP Product Development Schedule (attached hereto)
3) Cloud Services Supplement (will vary based on solution) (attached hereto) 4) SAP Support Schedule (attached hereto)
5) SAP Service Level Agreement (attached hereto)
6) SAP GSA Data Processing Agreement (attached hereto)
7) SAP GSA General Terms and Conditions for SAP Cloud Services (attached hereto)
CONFIDENTIAL
PAGE 10 of 10
QUOTE DATE:
07/17/2025
QUOTE NO:
57709533
Item AA1
Attachment A - Purchase
Order with Carahsoft -
C26195416 for S4 HANA
Item AA1: Staff Report
Pg.
15 Packet Pg. 353 of 436
APPENDIX A - ADDITIONAL TERMS
1. ADDITIONAL TERMS
The Agreement is subject to the following modifications:
1.1. Product Development Schedule
The Product Development Schedule (attached hereto) is incorporated into and becomes an integral part of the Order Form.
1. EXPORT RESTRICTIONS
SAP's Export Control and Sanctions Compliance:
SAP software products and services are subject to the export control and sanctions laws of various countries, including without limitation, the laws of Germany, the European Union, and the United States of America.
Destination Restrictions:
Taking into account overall business risks, SAP products and services are not available for export, reexport, transfer and/or use in the following countries/regions (subject to change without notice):
• Crimea Region / Sevastopol
• the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR) • the non-government controlled areas of Ukraine in the oblasts of Kherson and Zaporizhzhia • Cuba
• Iran
• North Korea
• Syria
In the light of various tightened sanctions, some SAP products and services may not be available in Russia and Belarus.
Additionally, transactions with or related to certain destinations that pose an elevated export control or sanctions risk for SAP are subject to enhanced due diligence requirements, which may include authorization from the competent authorities.
End-User Restrictions:
SAP products and services are not available to entities and individuals with whom transactions are prohibited under applicabl e export control and sanctions laws, including those listed on any applicable sanctioned party lists (e.g., European Union Sanctions List, U.S. Specially Designated National (SDN) lists, U.S. Denied Persons List, BIS Entity List, United Nations Security Council Sanctions).
End-Use Restrictions:
A license, authorization or other documentation may be required to proceed with transactions involving restricted end -uses, including:
• Military end-uses that may implicate an arms embargo or similar restriction; • Certain civil nuclear end-uses; or
• Industry-specific end-use restrictions, such as those related to certain energy and financial sectors.
All such transactions are subject to enhanced due diligence and licensing determinations are made on a case-by-case basis.
SAP software and services may not be used for end -uses relating to the development, design, manufacture or production of nuclear, chemical or biological weapons (“Weapons of Mass Destruction”).
Export Classification:
SAP products are classified for export under the Annex I of the Regulation 2021/821 ("EU Dual -use Regulation")/EC and U.S.
Export Administration Regulations (US EAR). A listing of U.S. and EU Export Control Classification Numbers (ECCN), applicable U.S. license exceptions and CCATS (where applicable) is available at the SAP ECCN MATRIX link below. All information provided in the SAP ECCN Matrix may be subject to change without notice. Please contact [email protected] with any questions regarding the SAP ECCN Matrix.
2. CLOUD PLATFORM ENTERPRISE AGREEMENT
2.1. Application
This Section applies only to CPEA Cloud Services as defined below.
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2.2. Definitions
2.2.1. “Active Cloud Service” means an Eligible Cloud Service that End User activated and has not deactivated.
2.2.2. “Cloud Credits” means the monetary amount available for the relevant Cloud Credits Period, as specified under “Usage Metric Limitation/Volume” in Schedule 1 in this Order Form for the Initial Term and calculated accordingly for each Cloud Credits Period thereafter.
2.2.3. “Cloud Credits Period” means:
2.2.3.1. for the Initial Term, each period starting on a Product Start Date and ending on the next Product End Date as set forth for t he CPEA Cloud Services and the Cloud Platform Voucher in Schedule 1 in this Order Form; and
2.2.3.2. for each Renewal Subscription Term,
(a) every 12 months period,
(b) unless the remaining part of the current Renewal Subscription Term is shorter than 12 months, in which case the last period will be equal to the remaining part of the Renewal Subscription Term, whereby each period starts on the first day after the previous Cloud Credits Period ended.
2.2.4. “CPEA Cloud Services ” means Cloud Services designated as "Cloud Platform Enterprise Agreement" in Schedule 1 in this Order Form.
2.2.5. “Eligible Cloud Services” means the cloud services listed in the Eligible Cloud Services List.
2.2.6. “Eligible Cloud Services List” is the list of Eligible Cloud Services found on the SAP Business Technology Platform Website here https://cloudplatform.sap.com/capabilities/price-list.cpea-resell.html.
2.2.7. "Free Tier Cloud Services" means designated Eligible Cloud Services provided for no fee and marked with “Service Plan:
Free” in the Eligible Cloud Services List.
2.3. Excess Use
2.3.1. The terms and conditions of the Cloud Resell Agreement apply to the CPEA Cloud Services as well as to the Cloud Platform Voucher. However, any terms relating to excess use in particular Article 4 “Changes to Usage Metric”, Section 3. “Over usage of Usage Metric” of the Sell Cloud Model shall not apply.
2.4. Consumption of Cloud Credits
2.4.1. During any Cloud Credits Period, Cloud Credits can be used by End User to activate any of the Eligible Cloud Services through the administrative cockpit of the SAP Business Technology Platform. Each Active Cloud Service is deemed a Cloud Service as defined in the Cloud Resell Agreement and is subject to its product-specific Supplemental Terms.
2.4.2. If End User has Cloud Credits available for the current Cloud Credits Period, SAP will:
(a) deduct fees for the activation and/or use of the Active Cloud Services by End User from the Cloud Credits based on the corresponding metric, range, if applicable, and per-unit list price as specified in the Eligible Cloud Services List; and (b) provide a monthly balance statement reflecting the activation and/or use of the Active Cloud Services by End User for the preceding calendar month and the remaining balance of Cloud Credits.
2.4.3. If the Cloud Credits for the current Cloud Credits Period have been fully consumed, SAP will invoice End User monthly in arrears for the activation and/or use of the Active Cloud Services instead.
2.4.4. Cloud Credits will only be available during the current Cloud Credits Period. SAP may increase the Cloud Credits during a Cloud Credits Period by executing an order form for additional Cloud Credits.
2.4.5. Any unused Cloud Credits are forfeited by End User at the end of the current Cloud Credits Period and will not be available for use in any subsequent Cloud Credits Period.
2.4.6. SAP reserves the right to inform End User directly of such consumption of Cloud Credits.
2.5. Activation and Deactivation of Active Cloud Services
2.5.1. During any Cloud Credits Period, End User can activate any of the Eligible Cloud Services through the administrative cockpit of the SAP Business Technology Platform. Each Active Cloud Service is deemed a Cloud Service as defined in the Cloud Resell Agreement and is subject to its product specific Supplemental Terms.
2.5.2. SAP confirms that:
(a) End User is solely responsible for deactivating any Active Cloud Service. (b) the technical administrator set out in this Order Form (and any successor designated by End User) is authorized by End User to activate and deactivate Eligible Cloud Services. End User is solely responsible for any acts or omissions taken by such administrators.
2.6. Fee Changes
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Deviating from the relevant terms of the Cloud Resell Agreement, SAP may increase the fees as follows:
2.7. Changes to Eligible Cloud Services List
Deviating from the relevant terms of the Cloud Resell Agreement, SAP may increase the per-unit list prices as follow:
2.7.1. Changes to Per-Unit List Prices
Increases in the per-unit list prices for Eligible Cloud Services will not exceed 3.3%. SAP shall give notice of price increases to End User by email at least 45 days before the start of the next Renewal Term. The increased per-unit list prices shall apply to the Eligible Cloud Services at the beginning of the next Renewal Term. If SAP notifies End User of an increase less than 45 days prior to upcoming Renewal Term, the increase shall not apply at the start of the upcoming Renewal Term but from the one thereafter onwards.
2.7.2. Reductions in Per-Unit List Prices
SAP shall reflect reductions in per -unit list prices for Eligible Cloud Services on the next full monthly report or invoice if such reduced per-unit list price is lower than the per-unit list price in effect on the later of the Effective Date of the Order Form or the date the Cloud Service becomes an Eligible Cloud Service.
2.7.3. Information of End User
SAP may inform the End User of increases or reductions in the per-unit list prices for Eligible Cloud Services by email or through the administrative cockpit of the SAP Business Technology Platform.
2.7.4. Adding and Removing Eligible Cloud Services
2.7.4.1. SAP may add Cloud Services and associated per -unit list prices to the Eligible Cloud Services List during the Initial Term and any Renewal Term. SAP may remove any Eligible Cloud Service from the Eligible Cloud Services List by giving the End User 6 months’ prior notice. SAP shall give such notice by email or through the administrative cockpit of the SAP Business Technology Platform. However, End User may keep such Eligible Cloud Services activated for the remainder of its then-current Initial Term or Renewal Term.
2.7.4.2. Notwithstanding the above, the following Eligible Cloud Services in the region/data center marked as “Neo” on the Eligible Cloud Services List are being sunset on December 31, 2028 (“Sunset Services”); Carahsoft has to inform End User and ensure that irrespective of End User’s Initial Term or Renewal Term, End User may activate and keep such Sunset Services subscription no longer than December 31, 2028:
Alert Notification
Bandwidth
Custom Domain
Data Quality Services
Document Service
Event Mesh
Forms Service by Adobe
Identity Authentication
Java Server
Portal
SAP ASE
SAP Fiori Cloud
SAP HANA Service
SAP Integration (Process Integration)
SAP Translation Hub
SAP Web IDE
Dynatrace Agent Activation service for SAP BTP
SAP Mobile Services, Agentry component
SAP Authorization and Trust Management service
SAP Connectivity service
Identity Provisioning service
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SAP Keystore service
SAP Monitoring service for SAP BTP
OAuth 2.0 on SAP BTP
SAP Solution Lifecycle Management service for SAP BTP
2.8. Relationship to Subscription Cloud Services
Any use of a Cloud Service by End User in excess of the Usage Metric stated in the Order Form will be regarded as use of an Active Cloud Service and End User will be billed accordingly.
2.9. Free Tier Cloud Services
SAP may provide End User with Free Tier Cloud Services based on the following restrictions:
2.9.1. Free Tier Cloud Service may only be used for non-productive testing and evaluation and may not be used to process Personal Data.
2.9.2. End User's use of the Free Tier Cloud Services is subject to the specifications in the administrative cockpit of the SAP Business Technology Platform ("Cockpit Specifications"). SAP may modify the Cockpit Specifications at any time without notice. SAP may terminate End User's use of the Free Tier Cloud Services without advance notice for failure to adhere to the Cockpit Specifications.
2.9.3. SAP may remove any Free Tier Cloud Service from the Eligible Cloud Services List upon one month's prior notice. SAP shall give such notice by email or through the administrative cockpit of the SAP Business Technology Platform.
2.9.4. SAP may deactivate End User's Free Tier Cloud Services if, in SAP's sole determination, End User is not actively using the services.
2.9.5. SAP will not provide any support for the Free Tier Cloud Services and the Support Schedule does not apply.
3. PRICE PROTECTION
At any time during the Initial Subscription Term, Customer may purchase additional Usage Metrics of the Cloud Service(s) or subscribe to additional Cloud Services as listed below by signing an “Add/Upsell” Order Form and paying the annual fee specified in the table below.
Product Name Usage Metric Price Per Unit
SAP S/4HANA Cld, Digital Access, priv ed 1000 Document $52.63 SAP Cld, mem ext f. prod tiers, priv ed 256 Gigabyte $26,315.79 SAP Cld, mem ext f. non-prd, Priv Ed 256 Gigabyte $15,789.47 SAP Addit File Storage, priv cld ed 128 Gigabyte $1,052.63 SAP Core HCM Cld, priv ed 1 User $22.97
SAP Time Track Cld, priv ed 1 User $19.15
SAP Payroll Processing, pce 1 User $36.37
SAP S/4HANA Cloud Pr. Ed., utilities 1000 Point of Delivery $372.05 S/4 Cld, addt non-prod tier, priv ed (S) 1 Tenant $110,526.32 SAP LT Backup, monthly and 1 yr, PE 256 Gigabyte $3,789.47 SAP LT Backup, yearly backup and 4 yr,PE 256 Gigabyte $1,368.42 SAP Business Data Cloud core capacity 1 Capacity Unit $9.95 Customer Managed Data Products 1 Flat Fee $15,789.47
SAP Cloud ERP Private 1 Full Use Equivalent $2,650.22
SAP AI Unit 100 Capacity Unit $586.47
WalkMe Premium for SAP S/4HANA Priv Cl 1 Active User $71.78
4. TRANSFORMATION INCENTIVE
4.1. End User is not in default of any payments to SAP, SAP grants a credit in the amount set forth herein ("Cloud Credit"). The Cloud Credit is applied towards fees in future invoices issued under this Order Form.
4.2. SAP grants the Cloud Credit as follows: (i) the initial Cloud Credit is granted on the Product Start Date for the Private Clo ud Services (as defined below) (“Phase 1”), and (ii) the remaining Cloud Credit is granted when End User (or Carahsoft on behalf of End User) submits the completed clean core questionnaire via SAP Cloud ALM and makes a selection to use (a) SAP professional services; (b) a Qualified Partner; or (c) End User’s own resources to support End User’s conversion, migration, or greenfield implementation of the RISE Cloud Services and eligible Cloud Services under the Transformation Incentive (“Phase 2”). A “Qualified Partner” is an implementation partner listed on https://www.sap.com/partners/find.html, which has a minimum competency level of “Essential” for the Private Cloud Services. “Private Cloud Services” means SAP Cloud ERP Private, AND Item AA1
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RISE with SAP S/4HANA Cloud, private edition.
4.3. SAP grants a Cloud Credit in the amount of USD $ 791,526.63 in Phase 1.
4.4. SAP grants a Cloud Credit in the amount of USD $ 791,526.63 in Phase 2.
4.5. Subject to the immediately subsequent section below, the Cloud Credit shall be applied towards the fees in such future invoices for SAP Cloud Services until the Cloud Credit has been fully applied. Any remaining balance of the Cloud Credit after the termination or expiration of the subscription to SAP Cloud Services shall be forfeited.
4.6. The Cloud Credit must be fully applied within 24 months of the Order Form Effective Date, after which the Cloud Credit shall expire, and no refund or remuneration will be provided.
5. ADDITIONAL TERMS FOR SAP BUSINESS DATA CLOUD, CORE CAPACITY
5.1.1. Management of End User Capacity Service Selection and SAP Provisioning and Delivery End User’s selection of specific Capacity Services from those available with the SAP Business Data Cloud, core capacity Cloud Service (as set forth in the SAP Business Data Cloud Supplement) and SAP’s provisioning and delivery thereof (all subject to the Usage Metric Limitation and Subscription Term for the SAP Business Data Cloud, core capacity Cloud Service) will be documented and managed using:
(a) for Capacity Services (other than SAP BW Capacity Services), the Customer portal found at https://me.sap.com/home (inclusive of any successor site(s) made available by SAP, “SAP for Me”) will be used; and (b) for SAP BW Capacity Services, “Exhibit 1, End User Selected SAP BW Capacity Services”, which is incorporated herein and made a part hereof as “Exhibit 1” to the Order Form.
For purposes of clarity, if End User does not select any SAP BW Capacity Services as of the effective date of the Order Form:
(i) only a “shell” Exhibit 1 will be included as of the effective date of this Order Form; (ii) should End User subsequently (i.e., during the Subscription Term) desire any SAP BW Capacity Services, End User will notify SAP of the same and the parties will work in good faith to complete the Exhibit 1 shell and incorporate such completed Exhibit 1 as part of this Order Form via written amendment; and (iii) no SAP BW Capacity Services will be provisioned or delivered hereunder until the requirements in (ii) are complete.
5.1.2. Regarding SAP BW Capacity Services
Provisioning and availability of SAP BW Capacity Services may be delayed beyond the Product Start Date for SAP Business Data Cloud, core capacity. Applicable product start dates for SAP BW Capacity Services will be as set forth in Exhibit 1.
5.1.3. Regarding SAP Databricks Capacity Services (all of which are non-SAP developed cloud services)
5.1.3.1. Special Terms Applicable to SAP Databricks Capacity Services Notwithstanding anything in the Agreement to the contrary, the following special terms apply to all SAP Databricks Capacity Services in the SAP Business Data Cloud Supplement:
5.1.3.1.1. End User has the option to consume SAP Databricks Capacity Services, provided that End User first accepts a separate agreement with Databricks (“ Databricks Agreement ”), which is provided for acceptance during provisioning of the SAP Databricks Capacity Services. A reference copy of the Databricks Agreement is available for preview at https://www.databricks.com/legal/sap-databricks-tos. End User has no entitlement to and cannot use the SAP Databricks Capacity Services if it does not enter into a Databricks Agreement.
5.1.3.1.2. SAP is not a party to the Databricks Agreement and has no control over the Databricks Agreement.
5.1.3.1.3. The following subject matter is governed exclusively by the Databricks Agreement:
(a) all data protection obligations applicable to processing of Personal Data by or within SAP Databricks Capacity Services; and
(b) all administrative, physical, and technical safeguards to protect the security and confidentiality of SAP Databricks Capacity Services and the Databricks Customer Data.
“Databricks Customer Data” means any Customer Data processed by or within SAP Databricks Capacity Services.
5.1.3.1.4. For clarity, the DPA in the Agreement with SAP does not apply to SAP Databricks Capacity Services.
5.1.3.1.5. SAP is not a processor or subprocessor of any Personal Data by or within SAP Databricks Capacity Services, and SAP is not responsible for any processing of Personal Data by Databricks, or for Databricks complying with any data protection or privacy laws applicable to Personal Data.
5.1.3.1.6. The Security Measures of the SAP Cloud Services apply to SAP Cloud Services independently processing Customer Data outside of SAP Databricks Capacity Services, and do not apply to SAP Databricks Capacity Services. SAP is not responsible for providing or maintaining any security or technical and organizational me asures of any kind for SAP Databricks Capacity Services or Databricks Customer Data in SAP Databricks Capacity Services. The security and data protection Item AA1
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commitments for SAP Databricks Capacity Services and Databricks Customer Data are made solely between End User and Databricks pursuant to the Databricks Agreement. References to SAP Cloud Services in this section do not include SAP Databricks Capacity Services.
5.1.3.1.7. All responsibility, liability, any regulatory requirements, and allocation of risk for Databricks Customer Data in SAP Databricks Capacity Services are exclusively between End User and Databricks pursuant to the Databricks Agreement, and SAP has no responsibility or liability for damages of any kind relating to Databricks Customer Data in SAP Databricks Capacity Services except to the extent caused by SAP.
5.1.3.1.8. Electing to use SAP Databricks Capacity Services is an option for customers with a subscription for the SAP Business Data Cloud, core capacity Cloud Service; Carahsoft does not have any right of refund on the basis that End User has elected not to enter into the Databricks Agreement to use SAP Databricks Capacity Services.
5.1.3.1.9. If Databricks notifies SAP that it is terminating the Databricks Agreement due to a material uncured breach by End User, End User’s subscription to all SAP Databricks Capacity Services will automatically terminate upon the termination effective date of the Databricks Agreement and Databricks will de -activate End User’s access to all SAP Databricks Capacity Services.
End User will not be entitled to a refund or reduction of the Capacity Units as a result of an SAP Databricks Capacity Ser vices termination, but End User may instead allocate the remaining balance of the Capacity Units to consume other eligible non-SAP Databricks Capacity Services as set forth in the SAP Business Data Cloud Supplemental Terms.
5.1.3.1.10. Without limiting the foregoing, no term in the Databricks Agreement will be deemed to modify the Agreement or any other agreement between End User and SAP, unless otherwise expressly agreed in writing by SAP.
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EXHIBIT 1
END USER SELECTED
SAP BW CAPACITY SERVICES
Single Phase
[00-Jan-1900 - 00-Jan-1900]
Business Data Cloud - Capacity Service
In Blocks
Of
Sales Unit Metric
DR
Relevant
Quantity
CU Rate Per
Block
Monthly
CUs
SAP BW/4HANA Cloud, base package, private edition 1 Tenant Y SAP BW/4HANA Cloud, additional non-productive, base package, private edition
256 Gigabytes of
Memory
N
SAP BW NetWeaver Cloud, base package, private edition 1 Tenant Y SAP BW NetWeaver Cloud, additional non-productive, base package, private edition
256 Gigabytes of
Memory
N
SAP BI Java Server Cloud, private edition (8 cores) 1 Tenant Y SAP BI Java Server Cloud, additional non-productive, private edition (8 cores) 32 Gigabytes of Memory
N
SAP Cloud, memory extension for product tiers, private edition 256 Gigabytes of Memory
Y
SAP Cloud, memory extension for non-productive tiers, private edition 256 Gigabytes of Memory
N
SAP S/4HANA Cloud Private Edition Application Server for Linux, additional production tenant
1 Tenant Y
SAP S/4HANA Cloud Private Edition Application Server for Linux, additional production tenant, upgrade
64 Gigabytes of
Memory
Y
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SAP S/4HANA Cloud Private Edition Application Server for Linux, additional non-production tenant
1 Tenant N
SAP S/4HANA Cloud Private Edition Application Server for Linux, additional non-production tenant, upgrade
64 Gigabytes of
Memory
N
SAP IaaS Server Linux Cloud, private edition (128GB) 1 Tenant N SAP Additional Database Storage, private cloud edition 128 Gigabytes of Storage
Y
SAP Additional File Storage, private cloud edition 128 Gigabytes of Storage
N
SAP Connection Package for productive tiers, private cloud edition 1 Tenant Y SAP Connection Package for non-productive tiers, private cloud edition 1 Tenant N SAP Business Planning and Consolidation, professional edition for SAP BW/4HANA Cloud (planning only), private edition
1 User Y
SAP Business Planning and Consolidation, professional edition for SAP BW/4HANA Cloud, private edition
1 User Y
SAP Business Planning and Consolidation, standard edition for SAP BW/4HANA Cloud, private edition
1 User Y
SAP Business Planning and Consolidation, standard edition for SAP BW/4HANA Cloud (planning only), private edition
1 User Y
SAP Business Planning and Consolidation, professional edition for SAP NetWeaver Cloud (planning only), private edition
1 User Y
SAP Business Planning and Consolidation, professional edition for SAP NetWeaver Cloud, private edition
1 User Y
SAP Business Planning and Consolidation, standard edition for SAP NetWeaver Cloud, private edition
1 User Y
SAP Business Planning and Consolidation, standard edition for SAP NetWeaver Cloud (planning only), private edition
1 User Y
SAP S/4HANA Cloud, disaster recovery, private edition 1 % of Net Recurring Fee
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(1) The minimum duration for SAP BW/4HANA Cloud, base package, private edition and SAP BW NetWeaver Cloud, base package, private edition Capacity Services is 1 year. (2) The maximum system size supported for a HANA DB is 12 terabytes of memory. (3) If the end date for any SAP BW Capacity Service(s) precedes expiration of the Subscription Term for SAP Business Data Cloud, core capacity, End User must provide SAP at least 60 days advance written notice of End User’s desire to extend the end date for such SAP BW Capacity Services. If timely End User notice is not received, or if timely nd User notice is received but the parties do not subsequently enter into a timely written amendment extending the end date for such SAP BW Capacity Services, then such SAP BW Capacity Services will be decommissioned based upon the original end date.
The following footnotes only apply if the quantity is blank and no dates are reflected in the above table:
(4) As of the effective date of this Order Form, End User has not selected any SAP BW Capacity Services. As such, this is a “shell” Exhibit 1. (5) This “shell” Exhibit 1 only shows a single phase. If in the future the parties agree, via written amendment, to enable any SAP BW Capacity Services, additional phase(s) may be possible.
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SAP Product Development Schedule enGLOBAL.v. 3-2021 Page 1 of 1 SAP Product Development Schedule
This Product Development Schedule details how SAP, SAP SE, or SAP Affiliates (“SAP Group ”) uses Customer Data for general product research and development, including creating new products, services, or components not specific to a given service or customer (together, “Product Development”).
1. PRODUCT DEVELOPMENT PROCESSING
Notwithstanding anything in the Agreement, the SAP Group may also process Customer Data in accordance with this Product Development Schedule for Product Development purposes globally, provided the output of such processing does not identify Customer, Authorized Users, natural persons, or otherwise reveal Customer Confidential Information (“Product Development Processing”). The following additional rules shall apply to Product Development Processing:
a) Personal Data used for Product Development Processing must be either (i) anonymized during or directly after extraction from Customer’s instance of the Cloud Service before being further used for Product Development, or (ii) extracted for immediate Product Development Processing using automated extraction and processing technologies (e.g. , algorithms or software), and then automatically deleted thereafter. Except as set out above or otherwise set out in the Agreement, Personal Data is only used to provide and support the Cloud Service and Consulting Service. b) During Product Development Processing, the SAP Group will not (a) use Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data processed for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation or (b) isolate the content of Customer Data in a manner that puts the SAP Group in a position to identify individual data subjects during or after Product Development Processing.
c) Product Development Processing is subject to the same confidentiality and non-disclosure protections applicable to Customer Data.
d) Product Development Processing will be performed using appropriate technical and organizational measures to provide a level of security appropriate to the risk of Product Development Processing. e) Any result, output or derivative of Product Development or Product Development Processing shall be treated as Cloud Materials. Customer shall retain all ownership rights in Customer Data. f) Notwithstanding anything in the Agreement, only the data processing, non-disclosure, and security terms identified in this Product Development Schedule shall apply to Product Development Processing.
2. PERMISSION MANAGEMENT
Where SAP makes such functionality available to Customer (e.g., customer dashboard) , Customer may remove Product Development Processing permissions under this Product Development Schedule.
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SAP Cloud ERP Private and RISE with SAP S/4HANA Cloud, private edition Supplemental Terms and Conditions
This Supplement is part of an Agreement for SAP Cloud Services between SAP and Customer and applies only to SAP Cloud ERP Private ; SAP Cloud ERP Private, base option ; RISE with SAP S/4HANA Cloud, private edition, base; RISE with SAP S/4HANA Cloud, private edition and experience management; RISE with SAP S/4HANA Cloud, private edition, premium and premium plus; SAP extended services for SAP S/4HANA Cloud, private edition; and RISE with SAP S/4HANA Cloud, private edition, upgrade option Cloud Services and their optional add -ons to which Customer is subscribed (the “Cloud Service ”). Any documents referenced in this Supplement are available upon request.
1. CLOUD SERVICE
1.1. The Usage Metrics and additional terms of the Cloud Service are described in the SAP Cloud ERP Private and RISE with SAP S/4HANA Cloud, private edition Service Description Guide (“SDG”) available at https://www.sap.com/about/trust-center/agreements/cloud/cloud-services.html?tag=agreements:product-use- support-terms/service-description-guides&sort=latest_desc (“Service Description Guide”).
1.2. Certain features integrated in the Cloud Service and described as “Cloud Features” as described in the SDG and/or the then-current Documentation may be provisioned on the SAP Business Technology Platform, a multi- tenant cloud platform (“BTP”).
1.3. Cloud Service Software may only be accessed and used as a part of the Cloud Service subscribed to by Customer. “Cloud Service Software” means the software included in the Cloud Service as part of the Cloud Service.
1.4. If Customer subscribes to the RISE with SAP S/4HANA Cloud, private edition base, premium, or premium plus Cloud Service, Customer will receive access to the following additional, multi -tenant cloud services subject to the limitations indicated herein (collectively, “Bundled Cloud Services”). Use of each Bundled Cloud Service is subject to the supplemental terms located at http://www.sap.com/agreements-cloud-supplement.
Bundled Cloud
Service
RISE with
SAP S/4HANA
Cloud, private
edition, base
RISE with SAP
S/4HANA
Cloud, private
edition,
premium
(“Premium”)
RISE with SAP
S/4HANA Cloud,
private edition,
premium plus
(“Premium
Plus”)*
Bundled Cloud Services
Limitation
SAP Build
Work Zone,
standard
edition
X X X For each Full Usage Equivalent
of RISE with SAP S/4HANA
Cloud, private edition, Customer
is entitled to 1 Active User
SAP Build
Apps,
Enterprise
Edition
X X See table in Section 1.4.1
SAP Build
Process
Automation
X X See table in Section 1.4.1
CPEA Voucher If specified in
the Order Form
If specified in the
Order Form
As indicated in the Order Form
SAP S/4HANA
Cloud for
Group
Reporting,
private edition
X X X For Base and Premium, 50
Objects. For Premium Plus, see
table in Section 1.4.1
SAP Group
Reporting Data
Collection
X X X For Base and Premium, 50
Objects. For Premium Plus, see
table in Section 1.4.1
SAP Analytics
Cloud for
planning,
X X 10 Standard Users and 1
Professional User
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predictive
standard and
professional
edition,
dedication
option
SAP S/4HANA
Cloud for Cash
Management
X See table in Section 1.4.1
SAP S/4HANA
Cloud for
Receivables
Management
X See table in Section 1.4.1
SAP Business
Network
Supplier Portal
X X 100,000 Documents
SAP
Sustainability
Control Tower
X 10 Records
SAP
Sustainability
Footprint
Management
X 10 Records
SAP
Datasphere
X X See table in Section 1.4.1
SAP AI Unit If specified in
the Order Form.
X For Premium, as indicated in the
Order Form. For Premium Plus,
see Section 2
Joule X X X 2,500 Messages Per FUE Per
Contract Year
*If Customer subscribes to RISE with SAP S/4HANA Cloud, private edition, upgrade option, Customer is eligible to receive the difference in Bundled Cloud Services between those received under the RISE with SAP S/4HANA Cloud, premium order form and those specified herein for RISE with SAP S/4HANA Cloud, premium plus based on the usage volume under the RISE with SAP S/4HANA Cloud, premium order form.
1.4.1. Additional access limitations apply to Bundled Cloud Services as noted in the tables immediately below.
FUEs
SAP Build Apps, Enterprise Edition*
SAP Build Process Automation*
Standard
Users
Advanced
Users
Attended
Automation
Unattended
Automation
1 - 135 1 Base Package 20 5 1 2
136 - 550 1 Base Package 20 5 1 2
551 – 1,000 2 Base Packages 50 10 2 4
1,001 – 2,000 2 Base Packages 50 10 2 4
2,001 – 4,000 2 Base Packages 50 10 2 4
4,001 – 6,000 3 Base Packages plus 25 Active Users 100 20 4 8 6,001 – 12,000 3 Base Packages plus 25 Active Users 100 20 4 8 12,001 – 25,000 3 Base Packages plus 75 Active Users 150 75 4 8 25,000 + 3 Base Packages plus 225 Active Users 300 100 5 10 *Use is subject to the BTP Supplement.
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FUEs SAP S/4HANA Cloud for Group
Reporting, private edition and SAP
Group Reporting Data Collection
SAP S/4HANA Cloud for Cash Management,
private edition and SAP S/4HANA Cloud for
Receivables Management, private edition
1 - 135 50 Objects 2 Users and 2 Revenue
136 - 550 50 Objects 2 Users and 2 Revenue
551 – 1,000 100 Objects 4 Users and 4 Revenue
1,001 – 2,000 100 Objects 4 Users and 4 Revenue
2,001 – 4,000 150 Objects 4 Users and 4 Revenue
4,001 – 6,000 150 Objects 8 Users and 8 Revenue
6,001 – 12,000 200 Objects 8 Users and 8 Revenue
12,001 – 25,000 400 Objects 12 Users and 12 Revenue
25,000 + 625 Objects 16 Users and 16 Revenue
FUEs
SAP Datasphere (per Month)
1 - 135 1,700 Capacity Units
136 - 550 1,700 Capacity Units
551 – 1,000 3,400 Capacity Units
1,001 – 2,000 3,400 Capacity Units
2,001 – 4,000 5,100 Capacity Units
4,001 – 6,000 5,100 Capacity Units
6,001 – 12,000 6,800 Capacity Units
12,001 – 25,000 6,800 Capacity Units
25,000 + 6,800 Capacity Units
1.4.2. For RISE with SAP S/4HANA Cloud, private edition ; RISE with SAP S/4HANA Cloud, private edition and experience management ; RISE with SAP S/4HANA Cloud, private edition, base; RISE with SAP S/4HANA Cloud, private edition, premium; and RISE with SAP S/4HANA Cloud, private edition, premium plus renewals, Customer is entitled to the same Bundled Cloud Services and subject to the same Bundled Cloud Services limitations as referenced in the RISE with SAP S/4HANA Cloud, private edition Supplemental Terms and Conditions in effect at the effective date of the initial order form for the Cloud Service.
1.5. Embedded Launch Activities. Embedded Launch Activities are included for a first -time subscription of SAP Cloud ERP Private, RISE with SAP S/4HANA Cloud, private edition, premium and premium plus and RISE with SAP S/4HANA Cloud, base, as specified in the corresponding SAP Cloud ERP Private or SAP S/4HANA Cloud private edition Embedded Launch Activities Specifications Documentation.
1.6. Transformation Preparation Services. During the Initial Subscription Term, SAP will provide the consulting services described in the corresponding scope document available at https://www.sap.com/about/trust- Item AA1
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center/agreements.html#services (“Transformation Preparation Services for SAP Business Suite”) as a one-time inclusion with Customer’s initial subscription to SAP Cloud ERP Private, subject to Customer’s execution of a corresponding Services Order Form.
2. ARTIFICIAL INTELLIGENCE
2.1. Artificial Intelligence. Artificial intelligence (“AI”) features and technologies, that are made available under the Agreement, are subject to the SAP AI Terms available at the following (or a successor) link SAP Agreements | SAP Trust Center | About SAP SE.
2.2. Joule and SAP AI Unit. The SAP AI Services and AI Unit Supplemental Terms and Conditions (“SAP AI Unit Supplement”) apply to the SAP AI Unit and Joule Bundled Cloud Service s. All capitalized terms used in this Section but not defined shall have the meaning stated in the SAP AI Unit Supplement. For SAP AI Unit, Customer is entitled to the Capacity Unit amount specified below based on the Cloud Service Usage Metric volume as indicated in the Order Form. Customer may exercise the Capacity Units on AI Services as listed on the then - current AI Services List titled “AI Services List” and accessible at https://www.sap.com/about/agreements/policies/cloud-service-specifications.html?sort=latest_desc or as made available through the administrative cockpit of the respective platform.
Full Use Equivalents (FUEs) Capacity Units Per Contract Year 1 - 135 20,000
136 - 550 30,000
551 – 1,000 90,000
1,001 – 2,000 150,000
2,001 – 4,000 200,000
4,001 – 6,000 250,000
6,001 – 12,000 275,000
12,001 – 25,000 450,000
25,000 + 900,000
2.3. If Customer exceeds use of the Capacity Units referenced in this Supplement , SAP will require Customer to purchase SAP AI Unit in addition to pay fees for excess use that have accrued from the date the excess use began.
2.4. If Customer exceeds the Message quantity for Joule referenced in this Supplement, Customer must pay fees in excess use that have accrued from the date the excess use began based on SAP’s prices on the date the excess use began and purchase SAP AI Units for continued use of Joule.
3. ADDITIONAL TERMS
3.1. Starter System. With a subscription to the Cloud Service, SAP shall grant the Customer access to a sandbox environment for a limited duration (“Starter System”). The Starter System shall remain accessible for a period of ninety (90) days from the Product Start Date or thirty (30) days following the provisioning of the Cloud Service development (DEV) environment by SAP, whichever comes later. Thereafter, SAP will deactivate the Starter System, and any data residing on the servers hosting the Starter System shall be permanently removed. For the avoidance of doubt, the Starter System is a non-production environment to be used solely for testing purposes and may have limited support, as further described in Documentation.
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3.2. SAP Cloud ALM . With a subscription to the Cloud Service , Customer may access SAP Cloud ALM. Use of SAP Cloud ALM is subject to the Usage Rights located at https://support.sap.com/en/alm/usage-rights.html. The support services for SAP Cloud ALM are governed by SAP Enterprise Support, cloud editions as described in the Cloud Support Schedule. All references to “Cloud Services” in the Cloud Support Schedule are replaced with “SAP Cloud ALM.”
3.3. System Maintenance
3.3.1. SAP performs regular, scheduled maintenance activities to maintain the Cloud Service, including OS security patch levels, database and application patches, infrastructure maintenance and other scheduled proactive activities. Such maintenance activities will be scheduled by SAP in collaboration with Customer and will occur once a month during a 4 -hour window on a weekday and/or a weekend (for production environments) (“Scheduled Downtime”). SAP will provide Customer at least se ven (7) business days’ advance notice before any Scheduled Downtime. If Customer object to such Scheduled Downtime within five (5) days of SAP’s notice, SAP and Customer will reasonably schedule maintenance activities for a date, time, and duration as mutually agreed between SAP and Customer based on requirements and resources. If SAP and Customer do not agree on a schedule within seven (7) business days from the date of SAP’s notice, SAP shall perform based on the Scheduled Downtime. If Customer fails to cooperate with the scheduling and/or performance of such maintenance activities in a timely manner as recommended by SAP, Customer shall be solely responsible for any resulting issues in the Cloud Service, including unexpected downtime.
3.3.2. Notwithstanding the foregoing, SAP reserves the right to perform Emergency Maintenance activities at any time without Customer’s prior consent. SAP will use reasonable efforts to provide Customer with forty-eight (48) hours advance notice regarding performance of Emergency Maintenance. In case of Cloud Service downtime during such Emergency Maintenance, such downtime will be considered “Emergency Downtime” as defined in the SLA (defined in Section 3.4 below). “Emergency Maintenance” are maintenance activities reasonably necessary to prevent or mitigate circumstances that may otherwise pose a significant impact to the Cloud Service.
3.3.3. Customer is responsible for requesting and coordinating with SAP the application of security patches (all security patches with priorities “critical,” “high,” “medium,” or “low”) by way of a service request ticket. Such patches will be applied during Scheduled Downtime or other Agreed Downtime, as defined in the SLA.
Support. Support for the Cloud Service will be provided by SAP as described in the Support Policy or Schedule for SAP Cloud Services referenced in the Order Form, as supplemented by the description in Attachment 1 to this Supplement. For the avoidance of doubt, the support services described in the Agreement may only be used to support Cloud Services to which this Agreement applies, as specified in the Order Form, and may not be used to support any other SAP products or third-party solutions, including SAP products purchased under a separate agreement between an affiliate of Customer and SAP (or a distributor of SAP products). Customer acknowledges that if Customer uses any such services for other SAP products or third-party solutions without a separate SAP support agreement for such products, SAP will invoice Customer the applicable accrued fees associated with such time period of use plus a reinstatement fee for support for such products.
3.4. Service Level Agreement. The Service Level Agreement applicable to the SAP S/4HANA Private Cloud Edition Cloud Services is the Service Level Agreement for Private Cloud Edition Services and Tailored Option Services (“SLA”), except the 99.5% System Availability service level in the SLA is replaced with 99.7% unless otherwise indicated in the Order Form. The Service Level Agreement for SAP Cloud Services applies to Bundled Cloud Services that are not RISE with SAP S/4HANA Cloud, private edition Cloud Services.
3.4.1. Section 3 of the SLA (Backup and Computing Environment Incident Reaction Time) shall apply only to Incidents (defined in the SLA) associated with SAP tasks and services applicable to the Computing Environment (defined in the SLA) as identified in the RISE with SAP S/4HANA Cloud, Private Edition Roles and Responsibilities Documentation made available to Customer on SAP’s website, at https://help.sap.com/, or upon request.
3.5. Modifications and Add-Ons.
3.5.1. Definitions.
3.5.1.1. “Add-on” means any development that adds new and independent functionality to the SAP Cloud Service Software, but does not modify existing SAP functionality, and is developed using SAP application programming interfaces or other integration points or other SAP code that allows other software products to communicate with Item AA1
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or call on SAP Cloud Service Software. All Add-ons developed by SAP, independently or jointly with Customer, shall be considered Cloud Material and as such, all intellectual property rights in and related to the Add -ons developed by SAP (independently or jointly with Customer) including any derivatives thereof are owned by SAP, SAP SE, their Affiliates or licensors.
3.5.1.2. “Customer ABAP Add-on” means an Add-on developed in the ABAP programming language and developed by or on behalf of Customer without SAP’s participation.
3.5.1.3. “SAP-provided Add -on” means any Add -on that is not a Customer ABAP Add -on and is an Add -on made available for the Cloud Service.
3.5.1.4. “Additional Add-on” means any Add-on that is published by SAP as an SAP certified Add-on on the SAP Certified Solutions Directory.
3.5.1.5. "Modification" means (i) a change to the delivered source code or metadata; or (ii) any development, other than a change to the delivered source code or metadata, that customizes, enhances or changes existing functionality of the SAP Cloud Service Software. For purposes of this Cloud Service, Cloud Materials include all Modifications.
For the avoidance of doubt, all intellectual property rights in and related to the Modifications and derivatives thereof are owned by SAP, SAP SE, their Affiliates or licensors.
Customer has the right to develop and/or use Customer ABAP Add-ons, SAP-provided Add-ons, and Additional Add-ons to the SAP Cloud Service Software in furtherance of its permitted use of the Cloud Service under this Agreement. Where Customer is also subscribed to SAP extended services for SAP S/4 HANA Cloud, private edition, Customer is only permitted to use SAP-provided Add-ons and Additional Add-ons.
For RISE with SAP S/4HANA Cloud, private edition; RISE with SAP S/4HANA Cloud, private edition, base; RISE with SAP S/4HANA Cloud, private edition and experience management; and RISE with SAP S/4HANA Cloud, private edition, premium only, Customer has the right to develop and use Modifications to the SAP Cloud Service Software in furtherance of its permitted use of the Cloud Service under this Agreement. Where Customer is also subscribed to SAP extended services for SAP S/4HANA Cloud, private edition, Custom er is not permitted to make Modifications.
Customer is responsible for all installation, management and support for any Modifications, Customer ABAP Add-ons, and Additional Add -ons. Customer is responsible for testing and resolving source code issues, compatibility issues, security vulnerabilities or other conflicts that may arise from Modifications, Customer ABAP Add-ons, and/or Additional Add-ons permitted under this Agreement and any patches or workarounds, or other changes provided by SAP for the Cloud Service Software, in a timely manner. The SLA and Support Schedule shall not apply to any Customer ABAP Add -ons. Modifications, Customer ABAP Add-ons, and Additional Add- Ons must not enable the circumventing of any restrictions set forth in the Agreement, nor impair or degrade the performance, system availability, operability, or security of the Cloud Service. Customer will inform SAP without undue delay about any iss ues or vulnerabilities with the Modifications, Customer ABAP Add-ons, or Additional Add-ons that may impair or degrade the Cloud Service. SAP shall not be responsible for any such impairments or degradations of the Cloud Service caused by Customer ABAP Add -ons. For the avoidance of doubt, SAP reserves the right to restrict or require the removal any Add-ons that (i) it determines may pose any such risk to the Cloud Service and/or (ii) it determines does not meet the quality standards for SAP-provided Add-ons; or (iii) where Customer is in breach of the Agreement . In exchange for the right to develop Customer ABAP Add-ons under the Agreeme nt, Customer covenants, on behalf of itself, successors and assigns, not to assert against SAP SE, their Affiliates or licensors, any rights in any Customer ABAP Add-ons, or any claims of any rights, against any SAP product, service, or future SAP development.
Customer ABAP Add -ons and all r ights associated therewith, shall be the exclusive prop erty of Customer subject to SAP’s rights in and to the Cloud Service and Cloud Materials as indicated in this Agreement; provided Customer shall not commercialize any such Customer ABAP Add-ons developed under this Agreement.
Customer grants to SAP (including SAP SE, its Affiliates, and subcontractors) a non-exclusive right to process, use, and display Customer ABAP Add -ons to provide and support the Cloud Service and as set out in the Agreement. In exchange for the right to develop Customer ABAP Add-ons under the Agreement, Customer covenants, on behalf of itself, successors, and assigns, not to assert against SAP SE, their Affiliates or licensors, any rights in Customer ABAP Add-on, or any claims of any rights, against any SAP product, service, or future SAP development.
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3.6. Other Customer-Provided Software. Except as set forth above in connection with Add-ons, Customer may not use any other Customer-provided software in the Cloud Service, including on the operating system. If SAP, on an exceptional basis, permits Customer to use any such Customer-provided software, each of the requirements and restrictions applicable to Add-Ons set forth above shall apply to such Customer provided software. Customer is responsible for obtaining all necessary rights from third parties required for SAP to run and host any Customer- provided software in the Cloud Service environment. Customer will, at SAP’s request, provide written verification of such rights. Customer grants to SAP the nonexclusive right to use the Customer -provided software for t he sole purpose of and only to the extent necessary for SAP to provide the Cloud Service. Customer acknowledges that additional fees may apply in connection with management and support of such Customer-provided software in the Cloud Service.
3.7. Customer Data Return. Prior to termination or expiration of the Subscription Term, at Customer`s request, SAP shall provide to Customer, within a reasonable time period and in a reasonable backup media format utilized by SAP, a final export of the Customer Data in the Cloud Service. Customer must verify the usability of this export within two weeks of receipt. In the event Customer does not provide verification within the two-week period, the exported Customer Data shall be deemed usable.
3.8. Additional Services. Customer may request Additional Services (or the SAP Services Team may request such services on Customer’s behalf) through a service request on the SAP Service Request Platform or an equivalent platform. SAP will inform Customer (or Partner, if applicable) of the fees for the requested Additional Service, and Customer (or Partner) shall confirm the purchase of such service. Any Additional Services completed by SAP will be invoiced monthly in arrears. “Additional Services” are tasks rela ted to the Cloud Service systems identified in the RISE with SAP S/4HANA Cloud , Private Edition Roles and Responsibilities Documentation (available to Customer on SAP’s website or upon request) as “Additional Service.”
4. CUSTOMER RESPONSIBILITIES
4.1. SAP`s provision, operation and support of the Cloud Service is subject to Customer`s reasonable cooperation and providing , no later than five (5) business days from the effective date of the Order Form, necessary information (including any on -boarding documentation) , authorizations and qualified resources for such activities. Customer authorizes SAP to set up and use an administrative user in the Cloud Service systems as needed to provision and confirm Customer’s subscribed usage and technical compliance of the Cloud Service.
SAP shall be permitted to audit (at least once annually and in accordance with SAP standard procedures, which may include an on -site and/or remote audit) the Customer’s use of the Cloud Service and the Bundled Cloud Service(s) to verify compliance with Usage Metrics, volume, and the Agreement. Customer shall cooperate reasonably in the conduct of such audits.
4.2. Customer may only process, transmit, and store cardholder data, or Customer Data that includes a unique payment card number that identifies an issuer and a particular cardholder account , in the Cloud Service with a subscription to the SAP Digital Payments, base package cloud service and SAP Firewall Service, private cloud edition.
4.3. In connection with Customer’s obligations related to Customer Data under the Agreement, Customer Data includes all Customer-provided Software used in the Cloud Service environment.
4.4. Customer is responsible for the definition, documentation, and execution of its business processes in the Cloud Service, including, but not limited to configuration of systems ’ management and application and data security policies and batch processing requirements. Customer is responsible for providing SAP necessary and sufficient documentation of its applicable processes and Customer ABAP Add-ons for SAP to perform its responsibilities under the Agreement.
4.5. Upgrades and Releases
4.5.1. Customer is responsible for having upgrades and new releases of the Cloud Service Software installed.
Technical installation of such upgrades and new releases is performed by SAP on request. Customer must only use a version or release of the Cloud Service Software for which software maintenance and support are current, as provided by SAP. For purposes of this Section, “current” means it is covered by Mainstream Maintenance or as otherwise identified in the Release Strategy. Such support is provided according to the current maintenance phases of SAP software releases as described in the SAP Release and Maintenance Strategy, available at Item AA1
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https://support.sap.com/releasestrategy (“Release Strategy”). For all Additional and Customer ABAP Add-ons, simplification and incompatibility checks must be executed by Customer. Customer is responsible for evaluating the results of such checks to ensure that implemented business processes, backend and frontend applications and integrations are running after changes to the Cloud Service Software.
SAP’s obligations under the Agreement and Documentation are dependent on Customer maintaining the Cloud Service Software as current. SAP is not responsible for the reliability, performance, availability, functionality, security, or any other related issues experienced with the Cloud Service Software that may result from running a release that is not current and is not liable to Customer for any loss or damage that might arise from a Cloud Service Software’s inoperability or unavailability because it is not current.
4.5.2. Where Customer is also subscribed to SAP extended services for SAP S/4HANA Cloud, private edition , upgrades to the then-current version of the Cloud Service Software are required every two contract years.
4.5.3. If SAP is not able to perform upgrades due to the lack of Customer’s cooperation, (i) SAP’s ability to provide support may be limited and SAP assumes no responsibilities for such limitations and (ii) the System Availability Service Levels in the SLA shall not apply.
4.6. Customer is responsible for the connection to the Cloud Service, including the Internet connection to the Point of Demarcation. SAP’s responsibility shall not extend beyond the Point of Demarcation. Point of Demarcation means the outbound firewall (or, in case of a VPN for access, the point of connection of the SAP network to the VPN) of SAP’s computing environment used to provide the Cloud Service.
4.7. If Customer fails to fulfil any Customer obligations set forth in this Supplement, Customer is responsible for the ramifications of such failure including delays, subsequent costs, and any performance, availability, functionality, support, and/or security issues experienced with the Cloud Service Software.
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Attachment 1 to
RISE with SAP S/4HANA Cloud, private edition Supplemental Terms and Conditions Support Services
This Attachment sets forth the support services provided in addition to the support services of the Support Schedule for Cloud Services under the Agreement. This Attachment does not apply to Cloud Features.
1. SCOPE OF ADDITIONAL SUPPORT SERVICES.
The additional support services apply to Cloud Service Software excluding software to which special support agreements apply exclusively (“Enterprise Support Solutions”).
1.1. Continuous Improvement and Innovation
1.1.1. SAP may make available ABAP source code for SAP software applications included in Enterprise Support Solutions (excluding third-party software) and additionally released and supported function modules.
1.1.2. Software change management including changed configuration settings or Enterprise Support Solutions software upgrades, is supported, with content, tools, and additional information.
1.2. Global Support Backbone
1.2.1. SAP Notes on SAP’s Customer Support Website document software malfunctions and contain information on how to remedy, avoid and bypass errors. SAP Notes may contain coding corrections. SAP Notes also document related issues, customer questions, and recommended solutions (e.g. customizing settings).
1.2.2. SAP Note Assistant, a tool to install specific corrections and improvements to SAP components, is included.
1.3. Mission Critical Support
For Customer custom code built with the SAP development workbench, SAP provides mission -critical support root-cause analysis (Root Cause Analysis for Custom Code), according to the Global Incident Handling process and response levels for priority “very hig h” and priority “high” cases as set forth in the Support Schedule for Cloud Services. If the Customer custom code is documented according to SAP’s then -current standards available at http://support.sap.com/supportstandards, SAP may provide guidance to ass ist Customer in issue resolution.
1.4. SAP Application Lifecycle Management
1.4.1. Subject to Customer’s purchase of one of the SAP Solution Manager for SAP S/4HANA Cloud, private edition add-ons, Customer may access and use SAP Solution Manager Enterprise Edition (and any successor thereto) during the Subscription Term solely for the following purposes: (i) delivery of SAP Enterprise Support, cloud editions, and (ii) application lifecycle management for Enterprise Support Solutions and other SAP cloud or on- premise solutions for which Customer has a current support agreement with SAP. Su ch application lifecycle management is limited to:
(i) implementation, configuration, testing, operations, continuous improvement, and diagnostics; (ii) case management (service desk), problem management and change request management as enabled using SAP CRM technology integrated in SAP Solution Manager Enterprise Edition (Customer does not require a separate package license to SAP CRM);
(iii) mobile application lifecycle management scenarios using SAP NetWeaver Gateway (or equivalent technology) integrated in SAP Solution Manager Enterprise Edition; (iv) management of application lifecycle management projects for Enterprise Support Solutions and any other software licensed by Customer from third parties and included in the Customer’s Cloud Service environment and for hardware systems, supported by Customer’s IT team (“Customer IT Solutions”) using the project management functionality of SAP Project and Portfolio Management integrated in SAP Solution Manager Enterprise Edition except that the portfolio management functionality of SAP Project and Portfolio Management is not in scope of SAP Solution Manager Enterprise Edition and will need to be licensed separately by Customer; and
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(v) administration, monitoring, reporting and business intelligence as enabled using SAP NetWeaver technology integrated in SAP Solution Manager Enterprise Edition. Business intelligence may also be performed provided the appropriate SAP BI software is licensed by Customer as part of the Enterprise Support Solutions.
1.4.2. SAP Solution Manager Enterprise Edition may not be used for purposes other than those stated above.
1.4.3. SAP in its sole discretion may from time to time on SAP’s Customer Support Website (available at https://support.sap.com) under http://support.sap.com/solutionmanager update the use cases for SAP Solution Manager Enterprise Edition under this Section.
1.4.4. SAP Solution Manager Enterprise Edition shall only be used during the term of the Agreement subject to the rights set forth herein and exclusively for Customer's SAP -related support purposes in support of Customer’s internal business operations. The right to use any SAP Solution Manager Enterprise Edition capabilities under this Attachment 1 other than those listed above is subject to a separate written agreement with SAP, even if such capabilities are accessible through or related to SAP Solution Manager Enterprise Edition. Customer shall be entitled to allow any of its employees to use web self-services in the SAP Solution Manager Enterprise Edition during the term of the Agreement such as creating support tickets, requesting support ticket status, ticket confirmation and change approvals directly related to Customer IT Solutions.
1.4.5. Use of SAP Solution Manager Enterprise Edition may not be offered by Customer as a service to third parties; provided, third parties authorized to access Cloud Services under the Agreement may have access to SAP Solution Manager Enterprise Edition solely f or SAP-related support purposes in support of Customer’s internal business operations in accordance with the terms of the Agreement.
1.5. Other Components, Methodologies, and Content.
1.5.1. Process descriptions and process content that may be used as pre-configured test templates and test cases via the SAP Solution Manager Enterprise Edition. In addition, the SAP Solution Manager Enterprise Edition assists Customer’s testing activities.
1.5.2. Tools and content for SAP Application Lifecycle Management (accessible via SAP Solution Manager Enterprise Edition and/or the Enterprise Support Solutions and/or the applicable Documentation for Enterprise Support Solutions and/or SAP’s Customer Support Website) to help increase efficiency:
(i) Tools for implementation, configuration, testing, operations, and system administration. (ii) Best practices, guidelines, methodologies, process descriptions and process content. This content supports the usage of the tools for SAP Application Lifecycle Management.
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SAP US Payroll Tax Calculation by BSI Supplement en GLOBAL.v.4-2025 Page 1 of 2 SAP U.S. Payroll Tax Calculation by BSI
SAP U.S. Payroll Tax Calculation by BSI, private cloud edition SAP U.S. Payroll Tax Calculation by BSI, option for government organizations SAP U.S. Payroll Tax Calculation by BSI, add -on for SAP SuccessFactors Payroll Supplemental Terms and Conditions
This Supplement is part of an Agreement between SAP and Customer and applies solely to the (i) SAP U.S. Payroll Tax Calculation by BSI , Cloud Service and (ii) SAP U.S. Payroll Tax Calculation by BSI, private cloud edition Cloud Service, (iii) SAP U.S. Payroll Tax Calculation by BSI, option for government organizations Cloud Service, and (iv) SAP U.S. Payroll Tax Calculation by BSI, add -on for SAP SuccessFactors Payroll Cloud Service (each individually as the “Cloud Service”).
1. USAGE METRIC
The Usage Metric for the Cloud Service is User. “User” is any individual authorized to access the Cloud Service. For the Cloud Service, an individual with a unique active profile and whose data is processed by the Cloud Service is counted.
2. ADDITIONAL TERMS
2.1. Prerequisite. A current subscription to SAP SuccessFactors Employee Central Payroll is a prerequisite to a subscription to SAP U.S. Payroll Tax Calculation by BSI and SAP U.S. Payroll Tax Calculation by BSI , option for government organizations. A current subscription to SAP SuccessFactors Payroll is a prerequisite to a subscription to SAP U.S.
Payroll Tax Calculation by BSI , add-on for SAP SuccessFactors Payroll . A current subscription to SAP Payroll Cloud, private edition is a prerequisite to a subscription to SAP U.S. Payroll Tax Calculation by BSI, private cloud edition.
2.2. Limitations. Customer is limited to a maximum of ten (10) designated contacts (“Administrative Users”).
2.3. Downloadable Component. In addition to the hosted portion of the Cloud Service, SAP may make available for download by Customer a connector to be used to connect on -premise HCM solutions to the Cloud Service (the “Integration Component”). The use of the Integration Component is limited to use with the Cloud Service and Customer may not use the Integration Component for any other purpose. The Integration Component is part of the Cloud Service and Customer’s use is limited to use by Named Users and only for the term of the Order Form. The Integration Component may not be modifi ed or altered in any way except by SAP. Any such modifications will negate SAP’s obligation to provide Support and void SAP’s warranty obligations under this Agreement. Customer shall utilize the most current version of the Integration Component made avail able by SAP, and Customer acknowledges that failure to use the most current version may result in diminished performance of the Cloud Service. Customer is solely responsible for the security of the Integration Component and is responsible for maintaining a dequate security measures, including firewalls, to prevent unauthorized access to the Integration Component. Upon termination or expiration of the Order Form, Customer’s right to use the Integration Component shall cease.
2.4. Exclusions. Customer shall be solely responsible for any inaccuracy or delay in tax calculations, payments, filings, or reports to the extent directly caused by inaccurate or corrupt Customer Data, misuse, overrides, or taxing or regulatory authorities. SAP and its licensors shall have no liability under this Agreement to any third party for any errors or delays in located taxes, errors or delays in calculations, payments, filing or reports and SAP and its licensors shall have no liability to taxing authorities or individuals whose payroll data is processed using the Cloud Service (or a part thereof) for underpayments or non-payments, interest or penalties.
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3. MAINTENANCE WINDOWS
SAP can use the following maintenance windows for planned downtimes:
Maintenance Windows
Regular Maintenance Windows Saturday 12:00 a.m. to 4:00 a.m. Eastern U.S. time zone
4. SYSTEM AVAILABILITY.
Downtime required for updates due to changed regulatory requirements shall not be counted against the System Availability SLA.
5. DATA RETENTION.
Incremental and full database back -ups occur daily. A full back -up is performed each Friday, in place of the daily incremental back-up, with the last full back-up at the end of each month retained in offsite storage for no less than one (1) year. The reten tion period for Customer Data is 30 days after contract termination. Customer Data will be made available in .pdf format during such period.
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Supplemental Terms and Conditions
This Supplement is part of an Agreement between SAP and Customer and applies solely to the SAP Business Data Cloud Cloud Service, which includes the SAP Business Data Cloud, core capacity and the SAP Business Data Cloud Intelligent Applications Cloud Services.
1. DEFINITIONS
1.1. “Add-on” means any development that adds new and independent functionality to the SAP BW Capacity Services (as defined below), but does not modify existing SAP functionality, and is developed using SAP application programming interfaces or other integration points or other SAP code that allows other software products to communicate with or call on the SAP BW Capacity Service.
1.2. “Additional Add-on” means any Add-on that is published by SAP as an SAP certified Add-on in the SAP Certified Solutions Directory.
1.3. “API Calls” are the communication of an action to or from the Cloud Service to or from another system / technology that occurs via a defined application programming interface.
1.4. “Capacity Service Category” is a logical grouping of the SAP Datasphere Capacity Services.
1.5. “Capacity Service(s)” means the services identified in Attachment A of this Supplement, as may be updated by SAP from time-to-time with additional Capacity Services.
1.6. “Capacity Unit” is a ratio of services consumed via the Capacity Service and is calculated as set forth in this Supplement.
1.7. “Capacity Units of Measure” is a block used to measure consumption of a Capacity Service.
1.8. “Capacity Unit Value” is the numerical value assigned to a specific Capacity Service that, when multiplied by the number of used Capacity Units of Measure, results in the consumed Capacity Units.
1.9. “Customer ABAP Add-on” means an Add-on developed in the ABAP programming language and developed by or on behalf of Customer without SAP’s participation.
1.10. “Data Sources ” means certain software product(s) and/or certain SAP database instance(s) for which Customer has secured an enumerated license that specifically lists or names the permitted activities or actions allowed under a valid license agreement including but not limited to, for example, SAP’s General Terms and Conditions for SAP Software and Support agreement.
1.11. “Databricks Unit” or “DBU” is a normalized unit of processing power used for measurement and pricing SAP Databricks Capacity Services.
1.12. “Databricks Storage Unit ” or “ DSU” is a standardized unit for measuring storage usage across multiple Databricks products. DSUs consumed by different Databricks products may vary by region, storage type, volume of data stored, or transactions.
1.13. “Flat Fee” is a fixed fee for the Cloud Service.
1.14. “Full Use Equivalent” or “FUE” is the aggregation method by which Customer may allocate individuals access to the Capacity Service in accordance with the ratios set forth in this Supplement.
1.15. “Gigabyte” or “GB” is the amount of capacity in the Capacity Service.
1.16. “Hour” is the total hours the SAP Databricks Enterprise SAP Private Connectivity Endpoint Capacity Services are provisioned, rounded up to the nearest whole hour (i.e., 60 minutes).
1.17. "Modification" means (i) a change to the delivered source code or metadata; or (ii) any development, other than a change to the delivered source code or metadata, that customizes, enhances or changes existing functionality of the SAP BW Capacity Services.
1.18. “SAP Data Product (s)” means enriched Customer Data, where enrichment is any type of reorganization, summarization, reporting or enhancement with metadata.
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1.19. “SAP-provided Add-on” means any Add -on that is not a Customer ABAP Add -on and is an Add -on made available for the SAP BW Capacity Services.
1.20. “Tenant” is a customer-specific instance of the Capacity Service.
1.21. “User” is any individual authorized to access the Capacity Service. Users are counted separately per customer- specific instance.
1.22. “% of Net Recurring Fee” is a calculation based on the stated percentage multiplied by the stated net recurring Capacity Unit Value per month.
2. GENERAL TERMS
2.1. Any Capacity Service provided as a non-productive environment, such as a test tenant, or for quality assurance may only be used for non-productive development and testing.
2.2. The Service Level Agreement for Cloud Services referred to in the Order Form, is amended so that each reference to the “Cloud Service” therein is deleted and replaced with “Capacity Services” for the Capacity Services that are set forth in Attachment A, Tables 1 and 2, to this Supplement.
2.3. In the event that SAP adds new services to the SAP Business Data Cloud Cloud Service, during Customer’s Subscription Term: (a) SAP will release a new Supplement reflecting such new services (“Updated Supplement”); (b) Customer’s use of such new services will be subject to any applicable new terms in the Updated Supplement; and (c) any Customer use of such new services will be deemed Customer’s acceptance of the Updated Supplement, solely as applicable to such new services. For purposes of clarification, all services other than new services will remain governed by the applicable Supplement(s) in effect under the Agreement prior to the Updated Supplement.
2.4. Data Extraction / APIs
2.4.1. APIs and similar connectors, tools, or interfaces developed for or by SAP or its affiliated companies (“ SAP APIs”) may only be used to ex tract data from the Cloud Service s as described in the documentation for the respective SAP API. The use of SAP APIs to extract data from the Cloud Service to third-party applications or products (e.g. non -SAP software, data warehouses or data lakes) is not permitted, unless this is explicitly described as a function of the SAP API in the documentation for the SAP API.
2.4.2. Customer and third-party applications (e.g. APIs that are not SAP APIs) may not be used to extract data from the Cloud Services.
2.4.3. SAP may verify whether access of the Cloud Services via API(s) originates from SAP software. It is not permitted to circumvent this authentication , including, but not limited to, using technical means that identify a third-party application or product as SAP software during authentication.
2.5. Artificial intelligence (“AI”) features and technologies, that are made available under the Agreement, are subject to the SAP AI Terms available at the following (or a successor) link: SAP Agreements | SAP Trust Center | About SAP SE.
2.6. No Waiver. SAP’s failure to enforce any provision of this Agreement shall not be construed as a waiver of SAP’s right to enforce such provision at any later time.
3. SAP BUSINESS DATA CLOUD, CORE CAPACITY USAGE METRIC
3.1. The SAP Business Data Cloud, core capacity Cloud Service is made up of the Capacity Services set forth in Attachment A, Tables 1-4.
3.2. The Usage Metric for this Cloud Service is Capacity Unit per month except for the SAP Datasphere Capacity Services, which are measured as set forth in Attachment A, Table 1 , and the SAP Data bricks Capacity Services, which are measured as set forth in Attachment A, Table 4.
3.3. For Capacity Services that use Gigabytes, where storage or memory capacity is counted, the metric entitlement is not time-bound and does not deplete with usage, unless otherwise specified in this Supplement.
3.4. Each Capacity Service in Attachment A, Tables 1, 2, and 3 has a corresponding Capacity Unit of Measure and Capacity Unit Value. To calculate the number of Capacity Units consumed through use of a Capacity Service, Item AA1
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 3 of 31 the total amount of Capacity Units of Measure used during a month is multiplied by the Capacity Unit Value to arrive at the number of Capacity Units consumed by that Capacity Service. Customer may consume Capacity Units up to the total amount stated in the Order Form for each month. Unused Capacity Units may not be carried over into any subsequent month.
Calculation example: In Table 1, for the "Disk Storage" Capacity Service, if 256GB (16 blocks) were consumed for 730 hours in one month, the resulting consumption would be 46.72 Capacity Units (i.e., 16 blocks x 0.004 Capacity Unit Value x 730 hours =
46.72 Capacity Units).
3.5. For clarification, in Schedule 1 of the Order Form, the clause that reads “Usage Metric Limitation shows the maximum quantity that Customer may use over a 12 -month period, unless: ” includes a drafting error and instead should read as follows: “Usage Metric Limitation shows the maximum quantity that Customer may use over a 1-month period, unless:”.
3.6. The Cloud Service includes 16GB of Catalog Storage.
4. SAP DATASPHERE CAPACITY SERVICES
4.1. Availability of these Capacity Services and the amount of Memory differs by Subprocessor, which is detailed in the product specific documentation.
4.2. The SAP Datasphere, SAP BW Bridge Capacity Service includes SAP BTP ABAP environment, runtime, which may only be used with the Capacity Services listed in Attachment A, Table 1.
4.3. Certain SAP Datasphere Capacity Services include data marketplace functionality that allows Customers to buy, sell or share data products stored in such Capacity Services. SAP is not party to any transaction or contractual arrangement between Customers in relation to the exchange of data products, and SAP shall not be liable for any damages incurred by a Customer related to any such transaction.
4.4. These Capacity Services must not be used to access, directly or indirectly, a third -party database(s) licensed under an SAP, SAP Affiliates ’, or any of their respective resellers ’ or distributors ’ runtime license, except communication (including data transfers) via application-level APIs between the Capacity Service and software applications, running on any such third-party database.
4.5. Customer may use up to 2,000 OData API Calls per 1 GB of compute memory, per Tenant, per month. SAP reserves the right to charge additional fees for use that exceeds the stated amount. Use of OData APIs for data extraction is prohibited.
4.6. Use of the OpenSQL interface is limited to 1 GB of network data transfer per 1 GB of compute memory, per Tenant, per month. SAP reserves the right to charge additional fees for use that exceeds the stated amount.
4.7. These Capacity Services include the optional use of the on -premise component, SAP Landscape Transformation Replication Server (“SLT”), which use is limited solely to loading data into these Capacity Services.
4.8. Customer may only use the data product generator available under Customer’s subscription to SAP BW Capacity Services to automate the publication of data to the SAP Datasphere Capacity Services set forth in Attachment A, Table 1.
5. SAP DATABRICKS CAPACITY SERVICES
5.1. Use of the SAP Databricks Capacity Services, as set forth in Attachment A, Table 4 of this Supplement , are subject to the terms of th is Supplement and the SAP Databricks Capacity Services terms in the applicable Order Form under which the SAP Business Data Cloud, core capacity Cloud Service is subscribed to.
5.2. The Service Level Agreement for Cloud Services, referenced in the Order Form, applies to the SAP Databricks Capacity Service, except as set forth in this Section 5.2.
5.2.1. “Databricks Gateway ” means the infrastructure connecting Customer with the SAP Databricks Capacity Services.
5.2.2. “Downtime” is the total minutes in the Month during which SAP Databricks Capacity Services does not respond to a request from the Databricks Gateway, excluding Excluded Downtime. SAP Databricks Capacity Services Item AA1
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5.2.3. “Excluded Downtime ” means t he total minutes in the Month attributable to a Maintenance Window ; or unavailability caused by factors outside of SAP’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided if reasonable care had been exercised. For clarity, such events include cloud/hyperscaler or internet service provider outages and services interruptions t hat cannot be reasonably worked around (such as region-wide outages).
5.2.4. “Maintenance Window ” is a pre-announced period when the SAP Databricks Capacity Services are not available due to scheduled maintenance and upgrades, as notified by SAP, who will provide notice to subscribed Customers of such periods at least 72 hours in advance (such notification will be through SAP Customer communication channel(s), such as SAP for Me), and each scheduled maintenance period will last a maximum of 60 minutes.
5.2.5. “Month” means each full calendar month. The SLA is only applicable to full Months.
5.2.6. “System Availability SLA” is a 99.93% System Availability Percentage during each Month for the production version of the SAP Databricks Capacity Service and calculated in accordance with the formula defined under System Availability Percentage.
5.2.7. “Workspace” means an SAP Databricks Capacity Service environment.
6. SAP BW NETWEAVER CLOUD PRIVATE EDITION AND SAP BW/4HANA CLOUD PRIVATE EDITION CAPACITY SERVICES (“SAP BW CAPACITY SERVICES”)
6.1. SAP HANA, runtime edition
6.1.1. SAP HANA, runtime edition (“runtime edition”) is a runtime database included in certain SAP BW Capacity Services. The runtime edition includes the components set forth in Sections 6.1.2. and 6.1.3. The runtime edition and said components may only be used in conjunction with Customer's use of the SAP BW Capacity Services.
6.1.2. SAP HANA PLATFORM EDITION (includes);
(a) SAP HANA Rules Framework;
(b) SAP HANA, data privacy option;
(c) SAP HANA, predictive option;
(d) SAP HANA, spatial and graph option;
(e) SAP HANA, search and text option;
(f) SAP HANA, smart data quality;
(g) SAP Smart Data Integration; and
(h) SAP HANA, native storage extension.
6.1.2.1. SAP HANA PLATFORM EDITION includes the SAP HANA Studio, SAP HANA Cockpit and SAP Web IDE components. All data modeling, distribution, creation and extension of data structures, including tables and virtual tables via SAP HANA smart data access used in the runtime edition must be performed via the SAP BW Capacity Services. Use of SAP Smart Data Integration is limited solely to loading data into the runtime edition or the SAP BW Capacity Services. Data may be loaded from an appropriately licensed Data Source via SAP Smart Data Integration or via the SAP BW Capacity Services. SAP Smart Data Integration may also be used with SAP HANA s mart data access in a data federation scenario. Any bypass or circumvention of access restrictions is strictly prohibited.
6.1.3. The optional, limited use of the following on -premise components: SAP Data Integrator, SLT, SAP HANA Studio, and SAP HANA Cockpit. Use of SAP Data Integrator and SLT is limited solely to loading data into the runtime edition or the SAP BW Capacity Service.
6.1.4. Customer is expressly prohibited from performing the mass extraction of any data, except where such data extraction is explicitly permitted via the use of licensed SAP tools, such as, but not limited to , the SAP Data Services and SLT. Such data may only be extracted to and consumed by one or more of the following:
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(b) SAP HANA, standard edition;
(c) SAP Cloud Platform, SAP HANA service;
(d) SAP HANA Cloud;
(e) SAP HANA, EE Cloud; and
(f) SAP Datasphere Capacity Services.
6.2. Use of the SAP HANA Studio, SAP HANA Cockpit, SAP Web IDE components, and SAP Business Application Studio is limited solely to administering, monitoring and creating custom views for the runtime edition database instance. All reporting must be performed via the SAP BW Capacity Service or via custom views created using SAP HANA Studio, SAP Web IDE, or SAP Business Application Studio. Such custom views may be accessed by SAP business intelligence tools. Use of SAP Web IDE may require an additional infrastructure subscription and is limited to the creation of views for reporting purposes only.
6.3. Disaster Recovery
6.3.1. Customer must subscribe to the SAP S/4HANA Cloud, disaster recovery, private edition Capacity Service, in order for the SAP BW Capacity Services to be eligible for the Disaster Recovery services as described and available in the document entitled “Disaster Recovery Services and Customer Invoked Failover Services for Private Cloud Edition Services, Tailored Option Services, and SAP BW Capacity Services Service Description Documentation” and available at: https://www.sap.com/about/agreements/policies/hec- services.html?sort=latest_desc&search=disaster%20recovery&tag=language:english, subject to this Section
6.3. 6.3.2. In order for Customer to be eligible for the 4-hour recovery time objective services (“RTO”), as described in the document entitled “Disaster Recovery Services and Customer Invoked Failover Services for Private Cloud Edition Services, Tailored Option Services, and SAP BW Capacity Services Service Description Documentation” and available at: https://www.sap.com/about/agreements/policies/hec- services.html?sort=latest_desc&search=disaster%20recovery&tag=language:english, in addition to subscribing to the SAP S/4HANA Cloud, disaster recovery, private edition Capacity Service , Customer must also subscribe to the SAP S/4HANA Cloud Private Edition, 4-hour recovery time objective Capacity Service, subject to this Section 6.3.
6.3.3. Disaster Recovery and 4-hour recovery time objective services do not apply to a) those SAP BW Capacity Services specifically marked as not eligible for Disaster Recovery or RTO in Table 3; or b) any non-productive environments.
6.4. Storage on Servers
6.4.1. HANA Servers. The usable storage amount for HANA servers, unless otherwise stated, is equal to the HANA memory size.
6.4.2. Application Servers. The allocated storage on application servers must only be used for system operation and must not be used to store Customer Data.
6.5. Maximum Database Sizes
6.5.1. The maximum tenant size supported for HANA database servers, as well as the tenant size limits depend on the availability of services in a specific data center with a specific subprocessor.
6.5.2. The standard maximum system size supported for a HANA database is 12 terabytes of memory.
6.5.3. Only single-node HANA databases are supported.
6.6. Maintenance. Support for the SAP BW Capacity Services is provided by SAP as described in the Support Schedule for Cloud Services referenced in the Order Form, and as further detailed in Attachment C to this Supplement.
6.7. Service Level Agreement. The Service Level Agreement for Cloud Services referenced in the Order Form does not apply to the SAP BW Capacity Services. Instead, it is replaced with the Service Level Agreement set forth in the Attachment B.
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6.8. Additional Service(s). Customer may request additional service(s) (or the SAP services team may request such services on Customer’s behalf) through a service request on the SAP service request platform or an equivalent platform. SAP will inform Customer of the fees for the req uested additional service, and Customer shall confirm the purchase of such service. Any additional services completed by SAP will be invoiced by SAP monthly in arrears.
6.9. Add-ons and Modifications
6.9.1. Customer has the right to use Customer ABAP Add-ons, SAP-provided Add-ons, and Additional Add-ons, and the right to develop Customer ABAP Add-ons for the SAP BW Capacity Services in furtherance of its permitted use of such Capacity Service s. Where Customer is also subscribed to SAP extended services for SAP BW Capacity Services, Customer is only permitted to use SAP-provided Add-ons and Additional Add-ons.
6.9.2. For the following SAP BW Capacity Services: (a) SAP S/4HANA Cloud Private Edition; (b) SAP S/4HANA Cloud, private edition, base; (c) SAP S/4HANA Cloud, private edition and experience management; and (d) SAP S/4HANA Cloud, private edition, premium only, Customer has the right to develop and use Modifications to these Capacity Services in furtherance of its permitted use of such Capacity Services. Where Customer is also subscribed to SAP extended services for SAP BW Capacity Service s, Customer is not permitte d to develop or use Modifications.
6.9.3. Customer is responsible for all installation, management and support for any Modifications, Customer ABAP Add-ons, and Additional Add -ons. Customer is responsible for testing and resolving source code issues, compatibility issues, security vulnerabilities or other conflicts that may arise from Modifications, Customer ABAP Add-ons, and/or Additional Add-ons in a timely manner. The SLA and Support Schedule shall not apply to any Customer ABAP Add -ons. Modifications, Customer ABAP Add -ons, and Additional Add -ons must not enable the circumventing of any restrictions set forth in the Agreement, nor impair or degrade the performance, system availability, operability, or security of the SAP S/BW Capacity Services. Customer shall notify SAP, without undue delay , of any issues or vulnerabilities in the Modifications, Customer ABAP Add -ons, or Additional Add-ons that may impair or degrade the SAP BW Capacity Services. SAP shall not be responsible for any such impairments or degradations of the SAP BW Capacity Services caused by Customer ABAP Add- ons. SAP reserves the right to restrict or require the removal of any Add -ons and Modifications if SAP determines that: (i) the Add-on or Modification may pose a risk to the SAP BW Capacity Services; (ii) the Add- ons does not meet SAP’s published quality standards; (iii) are in breach of the Agreement by Customer; or (iv) enable the extraction of SAP Data Products to non-SAP applications via SAP APIs.
6.9.4. Customer ABAP Add-ons and all rights associated thereto, shall be the exclusive property of Customer, subject to SAP’s rights in and to the SAP BW Capacity Services and Cloud Materials as indicated in this Agreement; provided Customer shall not commercialize any such Customer ABAP Add -ons developed under this Agreement. Customer grants to SAP (including SAP SE, its Affiliates, and subcontractors) a non -exclusive right to process, use, and display Customer ABAP Add -ons to provide and support the SAP BW Capacity Services and as set out in the Agreement. In exchange for Customer’s right to develop , subject to the Agreement, Customer ABAP Add-ons, Customer covenants, on behalf of itself, successors, and assigns, not to assert against SAP SE, their Affiliates or licensors, any rights in Customer ABAP Add -on, or any claims of any rights, against any SAP product, service, or future SAP development.
6.9.5. For the purposes of this Cloud Service, Cloud Materials shall include: (i) a ll Add -ons developed by SAP, independently or jointly with Customer , and (ii) all Modifications. A ll intellectual property rights in and related to such Add-ons and Modifications, including any derivatives thereof are owned by SAP, SAP SE, their Affiliates or licensors.
6.9.6. Except as set forth above in connection with Add -ons and Modifications, Customer may not use any other Customer-provided software in the SAP BW Capacity Services, including on the operating system. If SAP, on an exceptional basis, permits Customer to use any such Customer -provided software, each of the requirements and restrictions applicable to Add-ons and Modifications set forth above shall apply, in addition to the following terms: (a) Customer is responsible for obtaining all necessary rights from third parties required for SAP to run and host any Customer -provided software in conjunction with the SAP BW Capacity Services; (b) Customer will, at SAP’s request, provide written verification of such rights; (c) Customer grants to SAP the non-exclusive right to use the Customer -provided software for the sole purpose of and only to the extent necessary for SAP to provide the SAP BW Capacity Services; and (d) Customer acknowledges that additional Item AA1
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6.10. Customer Data Return. Prior to termination or expiration of the Subscription Term, at Customer’s request, SAP shall provide to Customer, within a reasonable time period and in a reasonable backup media format utilized by SAP, a final export of the Customer Data in th e SAP BW Capacity Service. Customer must verify the usability of this export within two weeks of receipt. In the event Customer does not provide verification within the two-week period, the exported Customer Data shall be deemed usable.
6.11. Customer Responsibilities
6.11.1. SAP’s provision, operation and support of the SAP BW Capacity Service is subject to Customer`s reasonable cooperation and providing necessary information (including any on -boarding documentation), authorizations and qualified resources for such activities no later than 5 business days from the Order Form Eff ective Date.
Customer authorizes SAP to set up and use an administrative user in the SAP BW Capacity Service systems as needed to provision and confirm Customer’s subscribed usage and technical complianc e of the SAP BW Capacity Service. SAP shall be permitted to audit (at least once annually and in accordance with SAP standard procedures, which may include an on -site and/or remote audit) the Customer’s use of the SAP BW Capacity Service to verify compliance with Usage Metrics, volume, and the Agreement. Customer shall cooperate reasonably in the conduct of such audits.
6.11.2. Customer is responsible for the definition, documentation, and execution of its business processes in the SAP BW Capacity Service, including, but not limited to configuration of systems’ management and application and data security policies and batch processing requirements. Customer is responsible for providing SAP necessary and sufficient documentation of its appli cable processes and Customer ABAP Add-ons for SAP to perform its responsibilities under the Agreement.
6.12. Upgrades and Releases
6.12.1. Customer is responsible for arranging technical installations by SAP of upgrades and new releases of the SAP BW Capacity Services. Customer must only use a version or release of the SAP BW Capacity Service for which software maintenance and support are current, as provided by SAP. For purposes of this Section, “current” means it is covered by mainstream maintenance as identified and available at: SAP Release and Maintenance Strategy.
6.12.2. For all additional and Customer ABAP Add-ons, simplification and incompatibility checks must be executed by Customer. Customer is responsible for evaluating the results of such checks to ensure that implemented business processes, backend and frontend applications and integrations are running after changes to the SAP BW Capacity Service.
6.12.3. SAP’s obligations under the Agreement and Documentation are dependent on Customer maintaining the SAP BW Capacity Service as current. SAP is not responsible for the reliability, performance, availability, functionality, security, or any other related issues experienced with the SAP BW Capacity Service that may result from running a release that is not current and is not liable to Customer for any loss or damage that might arise from a SAP BW Capacity Service’s inoperability or unavailability because it is not current.
6.12.4. If SAP is not able to perform upgrades due to the lack of Customer’s cooperation, (i) SAP’s ability to provide support may be limited and SAP assumes no responsibilities for such limitations and (ii) the System Availability Service Levels in the SLA shall not apply.
6.12.5. Customer is responsible for the connection to the SAP BW Capacity Services, including the internet connection to the Point of Demarcation. SAP’s responsibility shall not extend beyond the Point of Demarcation. “Point of Demarcation” means the outbound firewall (or, in case of a VPN for access, the point of connection of the SAP network to the VPN) of SAP’s computing environment used to provide the SAP BW Capacity Services.
6.12.6. If Customer fails to fulfil any Customer obligations set forth in this Supplement, Customer is responsible for the ramifications of such failure including delays, subsequent costs, and any performance, availability, functionality, support, and/or security issues experienced with the SAP BW Capacity Services.
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6.13. Connection Package for Productive Tiers, Private Edition For this SAP BW Capacity Service, customers must select one of the services, from the table below, that must be installed in the same location as the applicable SAP BW/4HANA Cloud, base package, private edition Capacity Service or the SAP BW NetWeaver Cloud, base package, private edition Capacity Service:
Service Included
01 VPN Connection Set of 5 up to VPN connections
02 Direct line connection point Infrastructure deployed:
Depending on the datacenter of choice the following will be delivered:
SAP DC: 1 x MPLS, 400Mbit/s
Azure: 1 x Expressroute, 200 Mbit/s
AWS: 1 x Direct Connect, 200Mbit/s
GCP: 1 x Interconnect, 2 x 100Mbit/s (Redundant)
03 SAP Router Infrastructure deployed:
1 x Productive Server (8GiB memory)
04 SAP Web Dispatcher Infrastructure deployed:
1 x Productive Server (8GiB memory)
05 SAP Data Services Agent (DS Agent) Infrastructure deployed:
2 x Productive Servers (16GiB memory)
06 Data Provision Agent (DP Agent) Infrastructure deployed:
2 x Productive Servers (16GiB memory)
07 SAP Analytics Cloud Agent (SAC Agent) Infrastructure deployed:
1 x Productive Server (16GiB memory)
08 SAP Cloud Connector
Infrastructure deployed:
2 x Productive Servers (8GiB memory)
09 Redwood RunMyJobs Agent Infrastructure deployed:
1 x Productive Server (8GiB memory)
10 OpenText ADA Core Archive Connector Infrastructure deployed:
1 x Productive Server (16GiB memory)
11 SCM Optimizer Infrastructure deployed:
Choose between:
1 x Productive Server (64GiB memory) or
1 x Non-productive Server (64GiB memory)
12 Separate ERS/CS Used to separate the ERS (Enqueue Replication Service) and CS (Central Services) onto dedicated servers.
Infrastructure deployed:
2 x Productive Servers (8GiB memory)
13 Load Balancer Infrastructure deployed:
Up to 5 Load Balancers depending on hyperscaler and usage type 14 Customer Integration Server Support all 3 scenarios:
• SMTP Relay (Outbound)
• Samba
• SFTP
Infrastructure deployed:
2 x Productive Servers (8GiB memory each) active-passive mode.
Note: Storage included is only for the operating system. User file storage needs to be added in addition.
15 Additional egress data Not available
16 Extra Bandwidth Service delivers only one of below options:
AWS Direct Connect: 1000Mbit/s
Azure ExpressRoute: 1000Mbit/s
GCP Interconnect: 1000Mbit/s
17 VPC/VNET Peering Not available
18 AWS Transit Gateway Not available
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6.14. Connection Package for Non-Productive Tiers, Private Edition
6.14.1. For this SAP BW Capacity Service, customers must select one of the following Capacity Services that must be installed in the same location as the applicable non-productive tier:
(a) SAP BW/4HANA Cloud, base package, private edition,
(b) SAP BW/4HANA Cloud, additional non-productive, base package, private edition, (c) SAP BW NetWeaver Cloud, base package, private edition, or (d) SAP BW NetWeaver Cloud, additional non-productive, base package, private edition.
Service Included
01 VPN Connection Set of up to 5 VPN connections
02 Direct line connection point Infrastructure deployed:
Depending on the datacenter of choice the following will be delivered:
SAP DC: 1 x Cloud Peering, 400Mbit/s or
SAP DC: 1 x MPLS, 1Gbit port speed
Azure: 1 x Expressroute, 200 Mbit/s
AWS: 1 x Direct Connect, 200Mbit/s
GCP: 1 x Interconnect, 2 x 100Mbit/s (Redundant)
03 SAP Router Infrastructure deployed:
1 x Non-productive Server (8GiB memory, 10GB storage)
04 SAP Web Dispatcher Infrastructure deployed:
1 x Non-productive Server (8GiB memory, 50GB storage)
05 SAP Data Services Agent (DS Agent) Infrastructure deployed:
1 x Non-productive Server (16GiB memory, 20GB storage)
06 Data Provision Agent (DP Agent) Infrastructure deployed:
1 x Non-productive Server (16GiB memory, 50GB storage)
07 SAP Analytics Cloud Agent (SAC Agent) Infrastructure deployed:
1 x Non-productive Server (16GiB memory, 50GB storage)
08 SAP Cloud Connector
Infrastructure deployed:
1 x Non-productive Server (8GiB memory, 20GB storage)
09 Redwood RunMyJobs Agent Infrastructure deployed:
1 x Non-productive Server (8GiB memory, 256GB storage)
10 OpenText ADA Core Archive Connector Infrastructure deployed:
1 x Non-productive Server (16GiB memory, 150GB storage) 11 SCM Optimizer Not available
12 Separate ERS/CS Not available
13 Load Balancer Not available
14 Customer Integration Server Not available
15 Additional egress data Service delivers only one of below options:
AWS: 10TB/month
Azure VPN: 5TB/month or
Azure ExpressRoute: 10TB/month
GCP: 2TB/month
16 Extra Bandwidth Service delivers only one of below options:
AWS Direct Connect: 500Mbit/s
Azure ExpressRoute: 500Mbit/s
GCP Interconnect: 500Mbit/s
17 VPC/VNET Peering Up to 10 Connections
18 AWS Transit Gateway Service delivers only one of below options:
AWS Transit Gateway Attachment: 1 or
AWS Transit Gateway Package: 1
6.15. SAP S/4HANA Cloud, Disaster Recovery, Private Edition
6.15.1. Disaster Recovery Services Setup. This SAP BW Capacity Service entails detailed planning which, as part of Customer's implementation project for the applicable productive systems, will be mutually agreed upon by SAP and Customer.
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6.16. SAP S/4HANA Cloud Private Edition Application Server for Linux, Additional Production Tenant
6.16.1. This SAP BW Capacity Service includes access to one application server with 64GB of memory. The application server size is based on the respective system landscape usage tiers where it is added and may require additional memory.
6.17. SAP S/4HANA Cloud Private Edition Application Server for Linux, Additional Nonproduction Tenant
6.17.1. This SAP BW Capacity Service includes access to one application server with 64GB of memory. The application server size is based on the respective system landscape usage tiers where it is added and may require additional memory.
6.18. SAP S/4HANA Cloud Private Edition Application Server for Linux, Additional Production Tenant, Upgrade
6.18.1. The maximum available memory to upgrade is up to 512GiB.
6.19. SAP S/4HANA Cloud Private Edition Application Server for Linux, Additional Nonproduction Tenant, Upgrade
6.19.1. The maximum available memory to upgrade is up to 512GiB.
6.20. SAP BW/4HANA Cloud, Base Package, Private Edition
6.20.1. System sizing:
Size Database
/Application System Productive Tier System Non-Productive Tier One
Size
HANA DB 1 x 256GiB memory, 256GB usable
storage
1 x 256GiB memory, 256GB usable storage
App Server 1 x 64GiB memory 1 x 32GiB memory
6.20.2. This Capacity Service includes:
(a) SAP Web Dispatcher (productive and non -productive) (8GiB memory each, installed on dedicated servers),
(b) SAP Cloud Connector (productive and non -productive) (8GiB memory each, installed on dedicated servers) per customer’s virtual network (VNET), unless Customer already has SAP Cloud Connector via another subscription,
(c) Common transport folder of 100GB of storage for all transport files, (d) SAP Analytics Cloud Agent (productive and non -productive) (16GiB memory each, installed on dedicated servers, available on customer request), and
(e) SAP Data Provisioning Agent (productive and non -productive) (16GiB MEMORY each, installed on dedicated servers, available on customer request).
6.21. SAP BW/4HANA Cloud, Additional Non-Productive, Base Package, Private Edition
6.21.1. System sizing:
Size Database
/Application System Non-Productive Tier
One
Size
HANA DB 1 x 256GiB memory, 256GB usable storage
App Server 1 x 64GiB memory
6.21.2. This Capacity Service includes SAP Web Dispatcher (non-productive) (8GiB memory, installed on dedicated server).
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6.22. SAP BW NetWeaver Cloud, Base Package, Private Edition
6.22.1. System sizing:
Size Database
/Application System Productive Tier System Non-Productive Tier One
Size
HANA DB 1 x 256GiB memory, 256GB usable
storage
1 x 256GiB memory, 256GB usable storage
App Server 1 x 64GiB memory 1 x 32GiB memory
6.22.2. This Capacity Service includes:
(a) SAP Web Dispatcher (productive and non -productive) (8GiB memory each, installed on dedicated servers),
(b) SAP Cloud Connector (productive and non -productive) (8GiB memory each, installed on dedicated servers) per customer’s virtual network (VNET), unless Customer already has SAP Cloud Connector via another subscription,
(c) Common transport folder of 100GB of storage for all transport files, (d) SAP Analytics Cloud Agent (productive and non -productive) (16GiB memory each, installed on dedicated servers, available on customer request), and
(e) SAP Data Provisioning Agent (productive and non -productive) (16GiB MEMORY each, installed on dedicated servers, available on customer request).
6.23. SAP BW NetWeaver Cloud, Additional Non-Productive Base Package, Private Edition
6.23.1. System sizing:
Size Database
/Application System Non-Productive Tier
One
Size
HANA DB 1 x 256GiB memory, 256GB usable storage
App Server 1 x 64GiB memory
6.23.2. This Capacity Service includes SAP Web Dispatcher (non-productive) (8GiB memory, installed on dedicated server).
6.24. SAP BI Java Server Cloud, Private Edition
6.24.1. System sizing:
Size Database
/Application System Productive Tier System Non-Productive Tier 8 cores Java Application Server 1 x 32GiB memory 1 x 32GiB memory
6.25. SAP BI Java Server Cloud, additional non-productive, Private Edition
6.25.1. System sizing:
Size Database
/Application System Non-Productive Tier
8 cores Java Application Server 1 x 32 GiB memory
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6.26. SAP IaaS Server Linux Cloud, private edition
6.26.1. System sizing:
Size Database/Application System Size
128 GiB IAAS Server 1 x 128 GiB memory
6.27. SAP Business Planning and Consolidation Professional Edition for SAP BW/4HANA Cloud (Planning Only), Private Edition
6.27.1. This Capacity Service may be used solely for the creation and calculation of budget, plan, or forecast data .
The calculation and reporting of the consolidated financial results of a group of companies or for separate financial statement reporting where the application is being used to calculate and report investments at equity, applying generally accepted accounting concepts related to accounting for business combinations and/or equity accounting for investments , is not permitted. Customer must license this Capacity Service whenever data extraction to third-party systems is required, with the exception of use cases involving data extraction in the form of static reports (i.e. PDF).
6.28. SAP Business Planning and Consolidation , Professional Edition for SAP BW/4HANA Cloud, Private Edition
6.28.1. Customer must license this Capacity Service whenever data extraction to third-party systems is required, with the exception of use cases involving data extraction in the form of static reports (i.e. PDF).
6.29. SAP Business Planning and Consolidation, Standard Edition for SAP BW/4HANA Cloud, Private Edition
6.29.1. Use of this Capacity Service is limited to:
(a) direct input and/or editing of quantitative and qualitative data into the application; (b) execution of existing reports or creation of reports on existing data structures; (c) execution of changes to workflow tasks; and
(d) viewing data, except that users accessing the package through an interface are limited to viewing data only.
6.29.2. The consolidation functionality is limited to running controls on data submitted by Users.
6.29.3. The planning functionality is limited to performing planning tasks only on existing models.
6.30. SAP Business Planning and Consolidation Standard Edition for SAP BW/4HANA Cloud (Planning Only), Private Edition
6.30.1. Use of this Capacity Service is limited to:
(a) direct input and/or editing of quantitative and qualitative data into the application; (b) execution of existing reports or creation of reports on existing data structures; (c) execution of changes to workflow tasks; and
(d) viewing data, except that users accessing the package through an interface are limited to viewing data only.
6.30.2. The consolidation functionality is limited to running controls on data submitted by Users.
6.30.3. The planning functionality is limited to performing planning tasks only on existing models.
6.31. SAP Business Planning and Consolidation Professional Edition for SAP NetWeaver Cloud ( Planning Only), Private Edition
6.31.1. This Capacity Service may be used solely for the creation and calculation of budget, plan, or forecast data .
The calculation and reporting of the consolidated financial results of a group of companies or for separate financial statement reporting where the application is being used to calculate and report investments at equity, applying generally accepted accounting concepts related to accounting for business combinations and / or Item AA1
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 13 of 31 equity accounting for investments , is not permitted. Customer must license this Capacity Service whenever data extraction to third-party systems is required, with the exception of use cases involving data extraction in the form of static reports (i.e. PDF).
6.32. SAP Business Planning and Consolidation Professional Edition for SAP NetWeaver Cloud, Private Edition
6.32.1. Customer must license this Capacity Service whenever data extraction to third-party systems is required, with the exception of use cases involving data extraction in the form of static reports (i.e. PDF).
6.33. SAP Business Planning and Consolidation Standard Edition for SAP NetWeaver Cloud, Private Edition
6.33.1. For this Capacity Service, use is limited to:
(a) direct input and/or editing of quantitative and qualitative data into the application; (b) execution of existing reports or creation of reports on existing data structures; (c) execution of changes to workflow tasks; and
(d) viewing data, except that users accessing the package through an interface are limited to viewing data only.
6.33.2. The consolidation functionality is limited to running controls on data submitted by Users.
6.33.3. The planning functionality is limited to performing planning tasks only on existing models.
6.34. SAP Business Planning and Consolidation Standard Edition for SAP NetWeaver Cloud (Planning Only), Private Edition
6.34.1. For this Capacity Service, use is limited to:
(a) direct input and/or editing of quantitative and qualitative data into the application; (b) execution of existing reports or creation of reports on existing data structures; (c) execution of changes to workflow tasks; and
(d) viewing data, except that users accessing the package through an interface are limited to viewing data only.
6.34.2. The consolidation functionality is limited to running controls on data submitted by Users.
6.34.3. The planning functionality is limited to performing planning tasks only on existing models.
6.35. SAP HANA, EE Cloud, upgrade, private edition
6.35.1. SAP HANA, EE Cloud, upgrade, private edition ("HANA Enterprise") is an upgrade to the SAP HANA database from runtime edition (see Section 6.1) to HANA Enterprise. The required number of blocks is based on the productive system size.
6.35.2. HANA Enterprise may be used with an unlimited number of Data Sources, subject to the applicable licensed level.
6.35.3. HANA Enterprise includes the following runtime edition components:
(a) SAP HANA Operation Process Intelligence;
(b) SAP HANA, information management option;
(c) SAP HANA, data privacy option;
(d) SAP HANA, spatial and graph option;
(e) SAP HANA, predictive option;
(f) SAP HANA, search and text option; and
(g) SAP HANA native storage extension ( use of HANA Native Storage Extension Buffer Cache component is subject to the applicable licensed level).
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6.35.4. Customer may use SAP HANA s mart data access to query data from any Data Sources, provided HANA Enterprise has been appropriately sized for all such data that is queried and joined with other Data Sources via SAP HANA smart data access.
6.35.5. SAP HANA, information management option includes SAP HANA smart data integration and SAP HANA smart data quality.
6.35.6. Use of SAP HANA, data privacy option is limited solely to the SAP HANA Data Masking Engine, SAP HANA Data anonymization Engine, Column Encryption, and Shared SAP Business Application Authorizations.
6.35.7. Use of SAP HANA, predictive option is limited solely to the HANA PAL/R engine, Automated Predictive Library (APL), and TensorFlow integration.
6.35.8. Use of SAP HANA, search and text option is limited solely to the SAP HANA Search Engine and Text Analysis Engine.
6.36. SAP Cloud, large memory extension for productive tiers, private edition
6.36.1. This SAP BW Capacity Service e xtends productive SAP HANA systems beyond 12 terabytes, to a n SAP- supported size.
6.37. SAP Cloud, large memory extension for non-productive tiers, private edition
6.37.1. This SAP BW Capacity Service extends non-productive HANA database beyond 12 terabytes, to a n SAP- supported size.
6.38. SAP IQ cold store Cloud, base package, private edition
6.38.1. System sizing:
Database System Productive Tier System Non-Productive Tier IQ DB Usable DB Size 512GB Server size,
1 x 64GiB memory
Usable DB Size 512GB Server size,
1 x 64GiB memory
6.39. SAP IQ cold store Cloud, upgrade, private edition
6.39.1. Use of th is SAP BW Capacity Service must conform to the following sizing: 512GB, 1TB, 3TB, 5TB, 10TB, 20TB, 30TB.
6.40. SAP IQ cold store Cloud, additional non-productive tier, base package, private edition
6.40.1. System sizing:
Database System Non-Productive Tier
IQ DB Usable DB Size 512GB Server size,
1 x 64GiB memory
6.41. SAP IQ cold store Cloud, additional non-productive tier, upgrade, private edition
6.41.1. Use of th is SAP BW Capacity Service must conform to the following sizing: 512GB, 1TB, 3TB, 5TB, 10TB, 20TB, 30TB.
6.42. RISE with SAP, private edition 99.9% Service Level Agreement (SLA)
6.42.1. Unless otherwise indicated in Table 3 of Attachment A, the SAP BW Capacity Services are eligible to upgrade the System Availability Percentage for productive environments stated in Section 1.15 of Attachment B from
99.7% to 99.9%.
6.43. SAP Business Warehouse Cloud, GxP, Private Edition
6.43.1. This SAP BW Capacity Service is solely available for the Capacity Services as specified in Table 3, Attachment A.
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7. SAP BUSINESS DATA CLOUD INTELLIGENT APPLICATIONS CLOUD SERVICES
7.1. Customer must have a current subscription to the SAP Business Data Cloud, core capacity Cloud Service in order to use any of the Cloud Services listed in this Section 7.
7.1.1. Provided Customer has a current subscription to the SAP HANA Cloud Cloud Service, Customer may consume SAP Data Products solely to be used within the SAP Hana Cloud Cloud Service.
7.2. Cloud ERP Intelligence Cloud Service
7.2.1. The Usage Metric for this Cloud Service is FUE.
7.2.2. Use of this Cloud Service is subject to the terms of the Agreement and conditioned on:
7.2.2.1. Customer subscribing to one of the Cloud Services listed in Section 7.2.2.3. (a-d), and
7.2.2.2. Customer’s subscription to this Cloud Service must be equal to or greater than the same number of FUEs as Customer subscribes to in the corresponding application for one of the Cloud Services in Section 7.2.2.3.(a)- (g).
7.2.2.3. Separately subscribed Cloud Services:
(a) RISE with SAP S/4HANA Cloud Private Edition, base;
(b) RISE with SAP S/4HANA Cloud Private Edition, premium; (c) RISE with SAP S/4HANA Cloud Private Edition, premium plus; (d) RISE with SAP S/4HANA Cloud, private edition, core, tailored option; (e) SAP Cloud ERP Private;
(f) SAP Cloud ERP Private, base option; or
(g) SAP Cloud ERP Private, tailored option.
7.3. Customer-Managed Data Products Cloud Service
7.3.1. The Usage Metric for this Cloud Service is Flat Fee.
7.3.2. Subject to Section 7.1 of this Supplement , Customer is entitled to an increase of 1,000 Capacity Units per month of the SAP Business Data Cloud, core capacity Cloud Service, which may only be used on Capacity Services listed in Attachment A, Tables 1, 2, 3, and 4.
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ATTACHMENT A
to
SAP Business Data Cloud Supplemental Terms and Conditions
Table 1: SAP Datasphere Capacity Services
Capacity Service
Category
Capacity Service Capacity Unit of Measure Capacity Unit Value SAP Datasphere
Foundation Datasphere SaaS Foundation Tenant per hour 0.926 High-Performance
Workload
Memory-Optimized Compute 16 GB Memory per hour 0.570
High Memory-Optimized Compute 16 GB Memory per hour 0.485 CPU-Optimized Compute 16 GB Memory per hour 0.715
High CPU-Optimized Compute 16 GB Memory per hour 1.065
Memory-Optimized Elastic Compute 16 GB Memory per hour 0.798 CPU-Optimized Elastic Compute 16 GB Memory per hour 1.028 High CPU-Optimized Elastic Compute 16 GB Memory per hour 1.488 High-Scale
Workload
Spark Compute 4 GB Memory per hour 0.149
Object Store 1 TB Storage per hour 0.103
Object Store Requests 1,000 API Calls 0.026
Storage Disk Storage 16 GB Storage per hour 0.004
Catalog Catalog Storage (512MB included each
month) 1 GB Storage per hour 1.096
SAP Datasphere,
SAP BW Bridge
Data Lake Relational Engine 1 TB per hour 0.767
SAP Datasphere, SAP BW Bridge 128 GB Storage per hour 1.447 Integration
Data Integration (200 hours included
each month) 5 GB Memory per hour 0.784
Premium Outbound Integration 20 GB Variable
Premium Outbound Integration is priced according to blocks, as set forth below:
Premium Outbound Integration
Blocks of 20 GB Capacity Unit Value Per Block
First 10 500
Next 15 350
Next 25 200
Next 50 100
Next 9999+ 35
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 17 of 31 Table 2: SAP Analytics Cloud Capacity Services
Capacity Service Capacity Unit of
Measure Tier Capacity Unit
Value
SAP Analytics Cloud for business intelligence, public
system option User
25 - 200 25.60
201 - 500 21.60
501 - 1,000 17.38
1,001 - 3,000 15.95
3,001 - 5,000 12.64
5,001+ 10.54
SAP Analytics Cloud for planning, standard edition, public system option User
10 - 200 72.85
201 - 500 57.98
501 - 1,000 46.70
1,001+ 41.57
SAP Analytics Cloud for planning, professional edition, public system option User 1+ 820.43
SAP Analytics Cloud, test tenant, public system option User 20+ 47.05
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 18 of 31 Table 3: SAP BW Capacity Service s
Capacity Service Capacity Unit
of Measure Block
“Standard”
Capacity Unit
Value
Promotion
Period 1:
Capacity Unit
Value
Promotion
Period 2:
Capacity Unit
Value
SAP BW/4HANA Cloud, base
package, private edition3 Tenant 1 35,346.15 27,029.41 30,633.33 SAP BW/4HANA Cloud,
additional non-productive,
base package, private
edition1,2,3
GB Memory 256 8,466.10 6,474.08 7,337.29
SAP Business Planning and
Consolidation professional
edition for SAP BW/4HANA
Cloud (planning only), private
edition
User 1 166.62 166.62 166.62
SAP Business Planning and
Consolidation, professional
edition for SAP BW/4HANA
Cloud, private edition
User 1 244.35 244.35 244.35
SAP Business Planning and
Consolidation, standard
edition for SAP BW/4HANA
Cloud, private edition
User
6 - 200 97.09 97.09 97.09
201 - 500 80.91 80.91 80.91
501 -
1000 64.73 64.73 64.73
1001+ 50.10 50.10 50.10
SAP Business Planning and
Consolidation standard edition
for SAP BW/4HANA Cloud
(planning only), private edition
User
8 - 200 65.70 65.70 65.70
201 - 500 52.07 52.07 52.07
501 -
1000 41.65 41.65 41.65
1001+ 32.25 32.25 32.25
SAP BW NetWeaver Cloud,
base package, private edition3 Tenant 1 35,346.15 27,029.41 30,633.33 SAP BW NetWeaver Cloud,
additional non-productive,
base package, private
edition1,2,3
GB Memory 256 8,466.10 6,474.08 7,337.29
SAP Business Planning and
Consolidation professional
edition for SAP NetWeaver
Cloud (planning only), private
edition
User 1 166.62 166.62 166.62
SAP Business Planning and
Consolidation professional
edition for SAP NetWeaver
Cloud, private edition
User 1 244.35 244.35 244.35
SAP Business Planning and
Consolidation standard edition
for SAP NetWeaver Cloud,
private edition
User
6 - 200 97.09 97.09 97.09
201 - 500 80.91 80.91 80.91
501 -
1000 64.73 64.73 64.73
1001+ 50.10 50.10 50.10
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 19 of 31 Capacity Service Capacity Unit
of Measure Block
“Standard”
Capacity Unit
Value
Promotion
Period 1:
Capacity Unit
Value
Promotion
Period 2:
Capacity Unit
Value
SAP Business Planning and
Consolidation standard edition
for SAP NetWeaver Cloud
(planning only), private edition
User
8 - 200 65.70 65.70 65.70
201 - 500 52.07 52.07 52.07
501 -
1000 41.65 41.65 41.65
1001+ 32.25 32.25 32.25
SAP Cloud, memory extension
for productive tiers, private
edition
GB Memory 256 2,950.82 2,256.51 2,557.38
SAP Cloud, memory extension
for non-productive tiers,
private edition1
GB Memory 256 1,541.61 1,178.88 1,336.07
SAP Cloud, large memory
extension for productive tiers,
private edition2
GB Memory 1,024 32,035.61 24,497.82 27,764.20
SAP Cloud, large memory
extension for non-productive
tiers, private edition1,2
GB Memory 1,024 13,881.03 10,614.90 12,030.22
SAP S/4HANA Cloud Private
Edition Application Server for
Linux, additional production
tenant
Tenant 1 2,567.07 2,567.07 2,567.07
SAP S/4HANA Cloud Private
Edition Application Server for
Linux, additional production
tenant, upgrade2
GB Memory 64 732.54 732.54 732.54
SAP S/4HANA Cloud Private
Edition Application Server for
Linux, additional
nonproduction tenant1,2
Tenant 1 2,103.39 1,608.48 1,822.94
SAP S/4HANA Cloud Private
Edition Application Server for
Linux, additional
nonproduction tenant,
upgrade1,2
GB Memory 64 732.54 732.54 732.54
SAP BI Java Server Cloud,
private edition (8 cores) Tenant 1 7,098.49 5,428.26 6,152.03 SAP BI Java Server Cloud,
additional non-productive,
private edition (8 cores)1,2
GB Memory 32 2,671.76 2,043.11 2,315.52
SAP HANA, EE Cloud,
upgrade, private edition 256 GB
Memory
1 - 2 16,904.33 16,904.33 16,904.33
3 - 6 12,294.24 12,294.24 12,294.24
7 - 15 9,220.20 9,220.20 9,220.20
16 - 31 6,916.12 6,916.12 6,916.12
32+ 3,586.69 3,586.69 3,586.69
SAP Additional Database
Storage, private cloud edition3 GB Storage 128 476.49 387.15 412.96 Item AA1
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 20 of 31 Capacity Service Capacity Unit
of Measure Block
“Standard”
Capacity Unit
Value
Promotion
Period 1:
Capacity Unit
Value
Promotion
Period 2:
Capacity Unit
Value
SAP Additional File Storage,
private cloud edition1,2 GB Storage 128 124.40 95.13 107.82 SAP IQ cold store Cloud, base
package, private edition1,2
Tenant 1 7,822.50 7,822.50 7,822.50
SAP IQ cold store Cloud,
additional non-productive tier,
base package, private
edition1,2
Tenant 1 2,537.41 2,537.41 2,537.41
SAP IQ cold store Cloud,
upgrade, private edition1,2
GB Storage 512 1,391.12 1,391.12 1,391.12
SAP IQ cold store Cloud,
additional non-productive tier,
upgrade, private edition1,2
GB Storage 512 738.25 738.25 738.25
SAP IaaS server Linux Cloud,
private edition (128GB)1,2 Tenant 1 1,735.53 1,504.13 1,504.13 connection package for
productive tiers, private edition Tenant 1 2,658.97 2,033.13 2,304.44 connection package for non-
productive tiers, private cloud
edition1,2
Tenant 1 1,061.37 811.64 919.85
SAP Profitability and
Performance Management
Cloud, private edition
GB Memory 1 47.60 47.60 47.60
SAP S/4HANA Cloud, disaster
recovery, private edition1,2
% of Net
Recurring Fee 1 17% 17% 17%
RISE with SAP, private edition
99.9% Service Level
Agreement (SLA)1,2
% of Net
Recurring Fee 1 50.1% 50.1% 50.1%
SAP S/4HANA Cloud, 4-hour
recovery time objective,
private edition1,2
% of Net
Recurring Fee 1 5% 5% 5%
SAP Business Warehouse
Cloud, GxP, private edition1,2
% of Net
Recurring Fee 1 11% 11% 11%
1 Not eligible for the SAP S/4HANA Cloud, disaster recovery, private edition or SAP S/4HANA Cloud, 4-hour recovery time objective, private edition Capacity Services
2 Not eligible for the RISE with SAP, private edition 99.9% Service Level Agreement (SLA) Capacity Service. 3Eligible for the SAP Business Warehouse Cloud, GxP, private edition capacity service.
SAP BW Capacity Services Promotion: Customers are eligible to subscribe to the SAP BW Capacity Services Promotion during the “Promotion Periods” as indicated in Table 3 of this Attachment A. “Promotion Period 1” is valid through and including December 31, 2025. “Promotion Period 2” is valid from January 1, 2026 through and including Item AA1
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 21 of 31 December 31,2026. So long as the applicable Order Form Effective Date is a date within a Promotion Period, the applicable Promotion Period Capacity Unit Value shall apply for the duration of Customer’s Initial Subscription Term.
After Customer’s Initial Subscription Term expires, the applicable Promotion Period Capacity Unit Value terminates and will adjust to the “Standard” Capacity Unit Value. For the purposes of the SAP BW Capacity Services, the “Standard” Capacity Unit Value refers to the non-promotional rate charged for the applicable SAP BW Capacity Services.
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 22 of 31 Table 4: SAP Databricks Capacity Services
Capacity Service Hyper-
scaler Region
Capacity
Unit of
Measure
Block
“Standard”
Capacity
Unit Value
Promotion
Period (valid
through April
30, 2026):
Capacity Unit
Value
Enterprise SAP Automated
Serverless Compute
AWS AP
(Seoul)
DBU
1 0.888 0.533
Enterprise SAP Automated
Serverless Compute
AWS AP
(Singapore)
DBU
1 0.888 0.533
Enterprise SAP Automated
Serverless Compute
AWS AP
(Tokyo)
DBU
1 0.888 0.533
Enterprise SAP Automated
Serverless Compute
AWS Europe
(Frankfurt)
DBU
1 0.888 0.533
Enterprise SAP Automated
Serverless Compute
AWS US East
(N. Virginia)
DBU
1 0.799 0.48
Enterprise SAP Public Connectivity
Data Processed
AWS AP
(Seoul)
GB
1 0.105 0.063
Enterprise SAP Public Connectivity
Data Processed
AWS AP
(Singapore)
GB
1 0.105 0.063
Enterprise SAP Public Connectivity
Data Processed
AWS AP
(Tokyo)
GB
1 0.111 0.067
Enterprise SAP Public Connectivity
Data Processed
AWS Europe
(Frankfurt)
GB
1 0.093 0.056
Enterprise SAP Public Connectivity
Data Processed
AWS US East
(N. Virginia)
GB
1 0.08 0.048
Enterprise SAP Private Connectivity
Endpoint
AWS AP
(Seoul) Hour 1
0.024 0.015
Enterprise SAP Private Connectivity
Endpoint
AWS AP
(Singapore) Hour 1
0.024 0.015
Enterprise SAP Private Connectivity
Endpoint
AWS AP
(Tokyo) Hour 1
0.025 0.015
Enterprise SAP Private Connectivity
Endpoint
AWS Europe
(Frankfurt) Hour 1
0.022 0.014
Enterprise SAP Private Connectivity
Endpoint
AWS US East
(N. Virginia) Hour 1
0.018 0.011
Enterprise SAP Databricks Storage AWS AP
(Seoul)
DSU 1 0.045 0.027
Enterprise SAP Databricks Storage AWS AP
(Singapore)
DSU 1 0.045 0.027
Enterprise SAP Databricks Storage AWS AP
(Tokyo)
DSU 1 0.045 0.027
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 23 of 31 Capacity Service Hyper-
scaler Region
Capacity
Unit of
Measure
Block
“Standard”
Capacity
Unit Value
Promotion
Period (valid
through April
30, 2026):
Capacity Unit
Value
Enterprise SAP Databricks Storage AWS Europe
(Frankfurt)
DSU 1 0.045 0.027
Enterprise SAP Databricks Storage AWS US East
(N. Virginia)
DSU 1 0.041 0.025
Enterprise SAP Inter-Availability
Zone Egress
AWS Global
GB 1
0.018 0.011
Enterprise SAP Inter-Region Egress
From
AWS AP
(Seoul)
GB
1 0.143 0.086
Enterprise SAP Inter-Region Egress
From
AWS AP
(Singapore)
GB
1 0.16 0.096
Enterprise SAP Inter-Region Egress
From
AWS AP
(Tokyo)
GB
1 0.16 0.096
Enterprise SAP Inter-Region Egress
From
AWS Europe
(Frankfurt)
GB
1 0.036 0.022
Enterprise SAP Inter-Region Egress
From
AWS US East
(N. Virginia)
GB
1 0.036 0.022
Enterprise SAP Interactive
Serverless Compute
AWS AP
(Seoul)
DBU
1 1.776 1.066
Enterprise SAP Interactive
Serverless Compute
AWS AP
(Singapore)
DBU
1 1.864 1.119
Enterprise SAP Interactive
Serverless Compute
AWS AP
(Tokyo)
DBU
1 1.864 1.119
Enterprise SAP Interactive
Serverless Compute
AWS Europe
(Frankfurt)
DBU
1 1.776 1.066
Enterprise SAP Interactive
Serverless Compute
AWS US East
(N. Virginia)
DBU
1 1.687 1.013
Enterprise SAP Internet Egress
From
AWS AP
(Seoul)
GB
1 0.224 0.135
Enterprise SAP Internet Egress
From
AWS AP
(Singapore)
GB
1 0.214 0.129
Enterprise SAP Internet Egress
From
AWS AP
(Tokyo)
GB
1 0.203 0.122
Enterprise SAP Internet Egress
From
AWS Europe
(Frankfurt)
GB
1 0.16 0.096
Enterprise SAP Internet Egress
From
AWS US East
(N. Virginia)
GB
1 0.16 0.096
Enterprise SAP Model Serving AWS AP
(Seoul)
DBU 1 0.153 0.092
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 24 of 31 Capacity Service Hyper-
scaler Region
Capacity
Unit of
Measure
Block
“Standard”
Capacity
Unit Value
Promotion
Period (valid
through April
30, 2026):
Capacity Unit
Value
Enterprise SAP Model Serving AWS AP
(Singapore)
DBU 1 0.157 0.095
Enterprise SAP Model Serving AWS AP
(Tokyo)
DBU 1 0.16 0.096
Enterprise SAP Model Serving AWS Europe
(Frankfurt)
DBU 1 0.15 0.09
Enterprise SAP Model Serving AWS US East
(N. Virginia)
DBU 1 0.125 0.075
Enterprise SAP Model Training AWS AP
(Seoul)
DBU 1 1.509 0.906
Enterprise SAP Model Training AWS AP
(Singapore)
DBU 1 1.509 0.906
Enterprise SAP Model Training AWS AP
(Tokyo)
DBU 1 1.509 0.906
Enterprise SAP Model Training AWS Europe
(Frankfurt)
DBU 1 1.385 0.831
Enterprise SAP Model Training AWS US East
(N. Virginia)
DBU 1 1.154 0.693
Enterprise SAP Private Connectivity
Data Processed
AWS Global
GB 1
0.018 0.011
Enterprise SAP Serverless SQL
Compute
AWS AP
(Seoul)
DBU
1 1.687 1.013
Enterprise SAP Serverless SQL
Compute
AWS AP
(Singapore)
DBU
1 1.563 0.938
Enterprise SAP Serverless SQL
Compute
AWS AP
(Tokyo)
DBU
1 1.776 1.066
Enterprise SAP Serverless SQL
Compute
AWS Europe
(Frankfurt)
DBU
1 1.616 0.97
Enterprise SAP Serverless SQL
Compute
AWS US East
(N. Virginia)
DBU
1 1.243 0.746
Enterprise SAP Enhanced Security
and Compliance - for Workspaces
AWS Global % of all
SAP
Databrick
s
Capacity
Unit
value
1 15% 15%
Enterprise SAP Anthropic Model
Serving AWS Global DBU 1 0.125 0.075
Object Storage for SAP Databricks ALL Global
TB
Storage
per hour
1 0.103 0.103
Object Store Requests for SAP
Databricks ALL Global API Calls 1,000 0.026 0.026
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 25 of 31 SAP Databricks Capacity Services Promotion: Customers are eligible to subscribe to the SAP Databricks Capacity Services Promotion during the “Promotion Period” as indicated in Table 4 of this Attachment A. The “Promotion Period” is valid from the start of the SAP Databricks Capacity Service consumption through and including April 30, 2026 at which time the Promotion Period terminates and adjusts to the “Standard” Capacity Unit Value. For the purposes of the SAP Databricks Capacity Services, the “Standard” Capacity Unit Value refers to the non -promotional rate charged for the applicable SAP Databricks Capacity Services.
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ATTACHMENT B
to
SAP Business Data Cloud Supplemental Terms and Conditions Service Level Agreement for SAP BW Capacity Services
This Service Level Agreement applies solely to the SAP BW Capacity Services.
1. DEFINITIONS
1.1. “Agreed Downtime” means any downtime requested by SAP or Customer and mutually agreed by the parties.
1.2. “Business Day” means any day from Monday to Friday with the exception of the public holidays observed at Customer’s address identified in the Order Form.
1.3. “Computing Environment ” means the data center facilities, servers, networking equipment, operating systems, and data storage mechanisms selected and used by SAP to provide the SAP BW Capacity Service(s) for the Customer and includes the productive Computing Environment (“ PRD”), and any other Computing Environment used for non-productive purposes (“NON-PRD”), as agreed in the Order Form.
1.4. “Credit” means 2% of the Monthly Capacity Unit Value consumed for the affected SAP BW Capacity Service(s) for each 1% below the SA SLA, not to exceed 100% of the Capacity Unit Value consumed by the Customer for the relevant Month for the affected SAP BW Capacity Service(s), but subject to section 5 of this Service Level Agreement.
1.5. “Downtime” means the Total Minutes in the Month during which the SAP BW Capacity Service does not respond to a request from SAP’s Point of Demarcation for the data center providing the Capacity Service, excluding Excluded Downtime.
1.6. “Emergency Downtime ” means downtime during emergency patch deployment and emergency operating system upgrades as described in the Attachment C.
1.7. “Excluded Downtime” means the Total Minutes in the Month attributable to: Scheduled Downtime; or Agreed Downtime; or Emergency Downtime; or downtime caused by factors outside of SAP’s reasonable control such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised (see examples in Section 2); or downtime of a NON -PRD system caused by using the NON - PRD for failover/to repair to a PRD system.
1.8. “Incident” means unplanned interruptions or material reduction in service quality to the Computing Environment that is reported by Authorized Users.
1.9. “Incident Reaction Time” means the amount of time (e.g. in hours or minutes) between when the SAP Support Level 1 organization is notified of the Customer-reported Incident and the first action is taken by an SAP support person, familiar with the Customer’s environment, to repair the Incident.
1.10. “Local Time” means the time zone in Customer’s address identified in the Order Form.
1.11. “Month” means a calendar month.
1.12. “Scheduled Downtime” means downtime scheduled at a mutually agreed time as described in the Attachment C.
1.13. “System” means one or more interrelated and interdependent components such as databases, servers, networks, load balancers, web dispatchers, tenants, etc. which when taken as a whole are used to operate a tier. Each combination of components used within each tier is equivalent to one System. System Availability Percentage is measured at the tier level.
1.14. “System Availability Percentage” for each System is calculated and defined as follows:
=(Total Minutes in the Month− Downtime
Total Minutes in the Month ) ∗ 100
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1.15. “System Availability Service Level ” or “ SA SLA ” means the applicable System Availability Percentage specified below during each Month for the Computing Environment (and Server for Server Provisioning, if applicable) after System handover to the Customer:
a) 99.7% System Availability Percentage for productive environments ( PRD) unless a higher System Availability Percentage is identified in the Order Form; b) 95.0% System Availability Percentage for non-productive environments ( NON-PRD) unless a higher System Availability Percentage is identified in the Order Form.
1.16. “Total Minutes in the Month” are measured 24 hours at 7 days a week during a Month.
2. SYSTEM AVAILABILITY
2.1. The SA SLA shall not apply to Customer -provided software unless otherwise expressly set forth in the Order Form.
2.2. Excluded Downtime includes downtime caused by factors outside of SAP’s reasonable control include, but is not limited to the following:
2.3. Customer’s failure to meet Customer’s responsibilities as set forth in the Agreement.
2.4. Downtime caused by Customer.
2.5. Interruptions as a result of requirements stipulated by a third -party manufacturer of the Customer -provided software.
2.6. Interruptions or shutdowns of the Computing Environment, or portions thereof resulting from the quality of the Customer-provided software and/or Customer’s customizations or modifications of the Customer -provided software or Computing Environment (or Serve rs for Server Provisioning), unless this is the responsibility of SAP under this Agreement.
2.7. Restore times of user data (recovery of database data from a media backup) where SAP was not the root cause for the required restoration.
3. BACKUP AND COMPUTING ENVIRONMENT INCIDENT REACTION TIME
Description Computing
Environment
Service Levels
Backup Frequency and
retention period for
Databases
PRD Daily full backup and log file backup per SAP product standard. 30 days retention time. Backup of the PRD will be replicated to an alternate data center or location.
NON-PRD Weekly full backup and log file backup per SAP product standard. 14 days retention time. Backup of the NON-PRD will be replicated to an alternate data center or location.
Long Term Backup* PRD and/or NON-PRD Monthly full back up – 1 year retention time Quarterly full back up – 1 year retention time
Yearly full back up – up to 5 years retention time
Backup Frequency and
retention period for File
systems
PRD Monthly full backup and daily incremental. Two Months retention time. Backup of the PRD will be replicated to an alternate data center or location.
NON-PRD Monthly full backup and daily incremental. Two Months retention time. Backup of the NON-PRD will be replicated to an alternate data center or location.
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 28 of 31 Description Computing
Environment
Service Levels
Incident Reaction Time
for Incident
Management
Incident Priority Very
High
20 minutes (7x24) and (i) resolution or (ii) workaround or (iii) action plan within 4hrs for PRD
Incident Priority High 2 hours (7x24) for PRD
4 hours [Local Time on Business Days] for NON-PRD
Incident Priority
Medium
4 hours [Local Time on Business Days] for PRD and NON-
PRD
Incident Priority Low 1 Business Day for PRD and NON-PRD *Applies if this optional service is purchased in an Order Form. The retention periods for Long Term Backup will end at the earlier of the retention time set forth herein or the end of Customer’s Cloud Service subscription term.
3.1. Incident Priorities. The following priority levels apply to all Incidents (such priority to be assigned by Customer, and which may be re-assigned by SAP based on the criteria below and acting reasonably):
3.1.1. Very High: An Incident should be categorized with the priority "Very High" if the incident reported has very serious consequences for normal business processes or IT processes related to core business processes, and urgent work cannot be performed. This is generally caused by the following circumstances:
3.1.1.1. A PRD system is completely down.
3.1.1.2. The imminent go-live or upgrade is jeopardized.
3.1.1.3. The core business processes of Customer are seriously affected.
3.1.1.4. A workaround is not available.
3.1.1.5. The Incident requires immediate processing because the malfunction may cause serious losses.
3.1.2. High: An Incident should be categorized with the priority "High" if normal business processes are seriously affected. Necessary tasks cannot be performed. This is caused by incorrect or inoperable functions in the Computing Environment that are required immediately. The Incident is to be processed as quickly as possible because a continuing malfunction can seriously disrupt the entire productive business flow.
3.1.3. Medium: An Incident should be categorized with the priority "Medium" if normal business processes are affected. The problem is caused by incorrect or inoperable functions in the Computing Environment. A message should be categorized with the priority "Medium" if normal business transactions are affected.
3.1.4. Low: An Incident should be categorized with the priority "Low" if the problem has little or no effect on normal business processes. The problem is caused by incorrect or inoperable functions in the Computing Environment that are not required daily or are rarely used.
3.2. This section does not apply to Server Provisioning.
3.3. This section shall only apply to Incidents associated with any additional services that Customer orders through a service request for SAP tasks and services applicable to the Computing Environment as identified in documents pertaining to those additional services.
4. SERVICE LEVEL REPORTING
4.1. SAP shall track and report to Customer the Service Levels set forth herein in a monthly summary report.
4.2. In the event that one or more of the Service Levels set forth herein are not met, Customer may notify the assigned SAP account manager and request to analyze the Service Level metric statistics based on the monthly summary report provided by SAP.
4.3. SAP will then promptly:
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4.3.1. determine the root cause or possible root cause of the failure (if known) to meet the Service Level; and
4.3.2. unless failure is excused, develop a corrective action plan, and submit such plan to Customer for written approval (which will not be unreasonably withheld or delayed) and, following Customer’s written approval implement the plan in a reasonable period of time (and in accordance with any agreed timescales).
4.4. If applicable, SAP will provide the specific Credit as described in Section 5 below.
4.5. SAP will be relieved of its obligation to pay any applicable Credits and will not be in breach of the Service Level where the root cause analysis (as reasonably performed by SAP) indicates the failure to meet the relevant Service Level was caused by Customer and shall therefore be treated as Excluded Downtime. In the event that Customer disagrees with the root cause analysis, the parties will discuss the root cause analysis.
5. SERVICE LEVEL FAILURES
5.1. Credits
5.1.1. If SAP fails to meet the applicable SA SLA, Customer is entitled to claim a Credit , which is calculated as the sum of the Credits for NON-PRD, PRD and Server Provisioning (as applicable), for SAP’s failure to meet the respective SA SLA for the affected Capacity Services. Claims for a Credit must be made in good faith through a documented submission of a support case within 30 Business Days after receipt of the monthly SA SLA report.
5.1.2. When Customer’s entitlement of the Credit is confirmed by SAP in writing (email permitted), SAP will apply such Credit to a future invoice relating to the Cloud Service or provide a refund if no future invoice is due under the Agreement.
5.1.3. Customer acknowledges that the Credits are the sole and exclusive remedy for SAP’s failure to meet the specified Service Level, except to the extent prohibited by applicable law.
5.1.4. Customers who have not subscribed to the Capacity Service directly from SAP must claim the Credit from their applicable SAP partner.
5.2. Termination. In the event SAP fails to meet the SA SLA for PRD Computing Environments for (i) 3 consecutive Months, or (ii) 5 or more Months during any 12 -month period, Customer may terminate its subscription to the affected Cloud Service by providing SAP with written notice within 30 days of Customer’s receipt of the respective summary monthly report. Termination shall become effective 1 Month after SAP’s r eceipt of such notice (or any later date set out by Customer in its notice). For the avoidance of dou bt, this termination right shall supersede any and all other termination provision in the GTC for failure to meet an SA SLA, and such termination right from the GTC shall not apply.
6. SERVICE REQUESTS
6.1. Customers may request specific tasks related to the Computing Environment via the SAP Service Request Platform (“Service Request”). To the extent Service Requests are distinct from an Incident, SAP will address Service Requests during the following hours of operations:
PRD 24x7 subject to Excluded Downtime
NON-PRD 24x5 (Business Days) subject to Excluded
Downtime
6.2. The services are provided in English only.
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ATTACHMENT C
to
SAP Business Data Cloud Supplemental Terms and Conditions Maintenance and Additional Support Services for SAP BW Capacity Services This Attachment C Maintenance and Additional Support Services for SAP BW Capacity Services applies solely to the SAP BW Capacity Services.
1. ADDITIONAL SUPPORT SERVICES
1.1. Additional support services are provided beyond those in the Support Schedule for Cloud Services. The additional support services apply to the SAP BW Capacity Services excluding any software to which special support agreements apply exclusively (“Enterprise Support Solutions”).
1.1.1. Continuous Improvement and Innovation
a) SAP may make available ABAP source code for SAP software applications included in Enterprise Support Solutions (excluding third -party software) and additionally released and supported function modules.
b) Software change management including changed configuration settings or Enterprise Support Solutions software upgrades, is supported, with content, tools, and additional information.
1.1.2. Global Support Backbone
a) SAP Notes on SAP’s Customer Support Website document software malfunctions and contain information on how to remedy, avoid and bypass errors. SAP Notes may contain coding corrections.
SAP Notes also document related issues, customer questions, and recommen ded solutions (e.g. customizing settings).
b) SAP Note Assistant, a tool to install specific corrections and improvements to SAP components, is included.
1.1.3. Mission Critical Support. For Customer custom code built with the SAP development workbench, SAP provides mission-critical support root-cause analysis (Root Cause Analysis for Custom Code), according to the Global Incident Handling process and response levels for priority “very high” and priority “high” cases as set forth in the Support Schedule for Cloud Services. If the Customer custom code is documented according to SAP’s then-current standards available at http://support.sap.com/supportstandards, SAP may provide guidance to assist Customer in issue resolution.
2. MAINTENANCE
2.1. This section describes maintenance activities (“Maintenance”) that include but are not limited to, operating system security patch levels, database and application patches, infrastructure maintenance and other activities.
2.2. Maintenance will be scheduled by SAP in collaboration with Customer and will occur once a month during a 4- hour window on a weekday and for productive environments on a weekend (“ Scheduled Downtime”). SAP will provide Customer at least 7 business days’ advance notice before any Scheduled Downtime. If Customer objects to such Scheduled Downtime within 5 business days of SAP’s notice, SAP and Customer will mutually agree on another reasonable date, time, and duration for Maintenance based on applicable requirements and available resources. If SAP and Customer do not agree on a Scheduled Downtime within 7 business days from the date of SAP’s notice, SAP shall perform Maintenance based on the originally Scheduled Downtime.
2.3. If Customer fails to cooperate with the scheduling and/or performance of Maintenance, recommended by SAP, or in a timely manner, Customer shall be solely responsible for any resulting issues in SAP BW Capacity Services, including unexpected downtime.
2.4. Notwithstanding the foregoing, SAP reserves the right to perform Emergency Maintenance (as defined herein) activities at any time without Customer’s prior consent. SAP will use reasonable efforts to provide Customer with at least 48 hours’ advance notice f or Emergency Maintenance. In case of SAP BW Capacity Service Item AA1
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SAP Business Data Cloud Supplement enGLOBAL.v.6-2025 Page 31 of 31 downtime during such Emergency Maintenance, such downtime will be considered “Excluded Downtime” as defined in the SLA for SAP BW Capacity Services (Attachment B). “Emergency Maintenance” is Maintenance that is reasonably necessary to prevent or mitigate circumstances that may otherwise pose a significant impact to the SAP BW Capacity Services, other Capacity Services or to the Cloud Service.
2.5. Customer must request and coordinate with SAP application of security patches with priorities “critical,” “high,” “medium,” or “low” via a service request ticket. Such patches will be applied during Scheduled Downtime or other Agreed Downtime, as defined in the Attachment B.
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SAP AI Units Supplement enGLOBAL.v.5-2025 Page 1 of 1
SAP AI Units
Supplemental Terms and Conditions
This Supplement is part of an Agreement between SAP and Customer and applies to SAP AI Units.
1. USAGE METRICS
1.1. The Usage Metric for SAP AI Units is Capacity Unit.
1.2. As defined in the Order Form, a Capacity Unit refers to the number of units available for a given Availability Period and includes a ratio of services consumed via the Cloud Service, calculated using the applicable Per - Unit Factor as set forth in the AI Features Guide.
1.2.1. The Capacity Unit consumption for each Eligible AI Service, as specified in the AI Features Guide, is measured using one of the three methods below:
1.2.2. A “Record” is an individual data object of supported file types ingested by the Cloud Service and/or available for retrieval.
1.2.3. A “Request” is a r esponse or action that uses AI to retrieve information or perform tasks. The number of requests consumed is a measure of the time and effort per use of the AI feature.
1.2.4. A “User” is an individual authorized to use the AI feature.
2. ADDITIONAL TERMS
Use of SAP AI Units is subject to the SAP AI Terms, which are hereby incorporated into the Agreement and accessible at https://www.sap.com/about/trust-center/agreements.html.
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WalkMe Supplement enGLOBAL.v.4-2025 Page 1 of 3
WalkMe Cloud Services
Supplemental Terms and Conditions
This Supplement is part of an Agreement between SAP and Customer and applies solely to the WalkMe Cloud Services listed below (each individually a “WalkMe Cloud Service”). Each WalkMe Cloud Service is a Cloud Service under the GTC. WalkMe Cloud Services listed under numbers 1 to 1 2 may also be collectively referred to as WalkMe Premium Cloud Services.
1. WalkMe Premium for finance
2. WalkMe Premium for supply chain
3. WalkMe Premium for SAP Business Network solutions
4. WalkMe Premium for SAP BTP solutions
5. WalkMe Premium for SAP Business Data Cloud
6. WalkMe Premium for SAP CX solutions
7. WalkMe Premium for SAP S/4HANA Cloud Public Edition
8. WalkMe Premium for SAP S/4HANA Cloud Private Edition
9. WalkMe Premium for SAP Signavio solutions
10. WalkMe Premium for SAP LeanIX solutions
11. WalkMe Premium for SAP SuccessFactors HCM
12. WalkMe Premium for SAP Ariba solutions
13. WalkMe Digital Adoption Platform
14. WalkMe Discovery
1. USAGE METRIC
1.1. The Usage Metric for the WalkMe Cloud Services is Active User. “Active User” is any individual who accesses the Cloud Service. Such individual must also qualify as an Authorized User as defined in the GTC. For avoidance of doubt, any individual who views, consumes, is presented with, or otherwise accesses and engages with:
(a) SAP Materials provided as part of the WalkMe Cloud Service; and/or (b) the Content (as defined below)
shall be deemed an Active User.
“Content” means content created by or for Customer and published using WalkMe Cloud Services.
1.2. Except for the WalkMe Cloud Services specified in sections 1.3 and 1.4, Customer shall subscribe to a minimum block of 100 Active Users.
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1.3. Customer shall subscribe to a minimum block of 500 Active Users for the WalkMe Digital Adoption Platform Cloud Service.
1.4. There is no minimum block subscription requirement for the WalkMe Premium for SAP SuccessFactors HCM, WalkMe Premium for SAP Ariba solutions, or WalkMe Discovery Cloud Services.
1.5. Customer shall implement unique user identification ( “UUID”) for Active Users as specified in the Documentation. Failure to implement UUIDs will result in SAP performing a usage calculation based on per- session cookies to calculate the number of Active Users , potentially leading to higher fees and reduced data quality. Customer acknowledges the imprecision and potential adverse effects of cookie-based tracking.
1.6. For the purposes of evaluating Customer’s excess use of a WalkMe Cloud Service, SAP will count all Active Users in the previous 6 (six) full calendar months with the data updated on the first of each month. Any use that exceeds the contractually agreed Usage Metric volume will be considered.
2. ADDITIONAL TERMS
2.1. WalkMe Premium Cloud Services.
2.1.1 Customer acknowledges and agrees that a) a valid subscription to the corresponding SAP Cloud Service(s) is a prerequisite for the use of the respective WalkMe Premium Cloud Service and b) the details of the corresponding SAP Cloud Service(s) are specified in the name of the WalkMe Premium Cloud Service in question and the Documentation . The WalkMe Premium Cloud Service(s) shall be added to the existing Agreement via an amendment. The term of the WalkMe Premium Cloud Service(s) shall be co-terminus with the corresponding SAP Cloud Service subscription, unless otherwise specified in the amendment.
2.1.2 Customer is authorized to use such WalkMe Premium Cloud Service, SAP Materials, Documentation, and Content only in connection with the corresponding SAP Cloud Service.
2.2. WalkMe Digital Adoption Platform and WalkMe Discovery Cloud Service.
2.2.1 If Customer wishes to access and use WalkMe Digital Adoption Platform Cloud Service and/or WalkMe Discovery Cloud Service in connection with any SAP Cloud Service, then Customer must maintain valid subscriptions to such SAP Cloud Service(s) . These SAP Cloud Service subscriptions are not included and must be licensed separately.
2.2.2 Customer may access and use WalkMe Digital Adoption Platform Cloud Service and WalkMe Discovery Cloud Service in connection with a) SAP Cloud Services and b) Permitted Target Applications. "Permitted Target Applications" include any supported software applications that are Customer-developed or third-party applications to which Customer has valid licenses or subscriptions. It is Customer’s sole responsibility to verify that access and use of these Cloud Services on Permitted Target Applications is technically feasible and legally permissible.
2.2.3 Third-party Terms for Permitted Target Applications. For Permitted Target Applications that are subject to third-party license or subscription terms, Customer acknowledges and agrees to comply with all terms and conditions, including but not li mited to , a ny applicable license agreemen ts, terms of service , or other contractual obligations. Customer is solely responsible for compliance with such third-party terms. SAP is not responsible, without limitation, for any infringement of any third-party rights or terms resulting from Customer’s use of the WalkMe Digital Adoption Platform Cloud Service and WalkMe Discovery Cloud Service with Permitted Target Applications.
2.3. AI Technology. AI Technology provided with the WalkMe Cloud Services is subject to the SAP AI Terms accessible at https://www.sap.com/about/trust-center/agreements.html.
2.4. Personal Data Processing. Customer will not use the analytics capabilities of any WalkMe Cloud Service for any prohibited employee monitoring, other electronic surveillance technique or any violation of anti-wiretap or similar laws and regulations. Customer will reimburse SAP for any damages suffered resulting from Customer’s noncompliance with the usage restrictions mentioned in the preceding sentence.
2.5. Use of Content. Customer may only use the Content in connection with its subscription to the WalkMe Cloud Services. For the avoidance of doubt, the Content may not be distributed or otherwise shared with third parties other than Active Users for use in connection with the Customer and its Affiliates’ internal business operations.
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SAP, SAP SE, their Affiliates or licensors own and shall retain all rights, including ownership and IP Rights to the default Content designs and "look and feel" thereof.
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SUPPORT SCHEDULE FOR CLOUD SERVICES
This Support Schedule is part of the Agreement for Cloud Services between SAP and Customer.
1. DEFINITIONS
1.1. "Go-Live" marks the point in time from when, after set -up of the Cloud Services for Customer, the Cloud Services can be used by Customer for processing real data in live operation mode and for running Customer's internal business operations in accordance with its agreement for such Cloud Services.
1.2. "Local Business Hours" means 8 a.m. (08:00) to 6 p.m. (18:00) Monday to Friday excluding local holidays, in accordance with local time zone applicable to the Customer's address.
1.3. "SAP's Customer Support Website " means SAP's customer facing support website (see:
https://support.sap.com unless a different support website is listed in the Agreement or https://support.sap.com/contactus). In selected Cloud Services, support can also be accessed via the application itself.
2. SCOPE OF SUPPORT AND SUCCESS OFFERINGS
2.1. General
2.1.1. SAP offers the following:
a) SAP Enterprise Support, cloud editions : Foundational engagement support as part of the Cloud Servic e with focus on customer interaction and case resolution. b) SAP Preferred Success: An add-on to SAP Enterprise Support, cloud editions that includes strategic guidance, solution-specific best practices and success programs to help drive consumption and value realization.
c) SAP Enterprise Support, cloud editions is included in the subscription fees for the Cloud Services stated in the Order Form unless alternative support terms are agreed. SAP Preferred Success may be purchased for eligible Cloud Services for an additional fee, as an add-on to SAP Enterprise Support, cloud editions.
SAP Preferred Success is not available, and not provided, for any third-party cloud services purchased through SAP.
2.1.2. Beginning on the effective date of C ustomer's agreement for Cloud Services, C ustomer may contact SAP 's support organization as the primary point of contact for support services.
2.1.3. Customer Interaction Center languages: SAP provides initial telephone contact for Customer Contacts through the SAP one support phone number "CALL-1-SAP" (see CALL-1-SAP page:
https://support.sap.com/contactus) or via other solution specific hotlines in the following languages: English (24x7) and, depending on local office hours and availability, in German, French, Italian, Spanish, Polish, Russian (during European office hours); Japanese, Chinese, Korean, Bahasa (during Asia/Pacific office hours); Portuguese and Spanish (during Latin America office hours). Issues which lead to a support case which is processed by specialized technical or third party support engineers worldwide are handled in English only.
2.2. Mission Critical Support
Feature SAP Enterprise Support, cloud editions SAP Preferred Success 24x7 mission critical
support for P1 and P2
cases (English only)
Global case handling by SAP for issues
related to support, including Service Level
Agreements for Initial Response, Ongoing
Communications and Corrective Action
Targets (as set forth in Section 3 below).
24x7 prioritized case handling and
enhanced Initial Response and Corrective
Action Targets (as set forth in Section 3
below).
Non-mission critical
support for P3 and P4
cases (English only)
Available during Local Business Hours(as set
forth in Section 3 below).
Enhanced Initial Response Targets (as set
forth in Section 3 below).
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center
Support center that customers may contact
for general support related inquiries through
the contact channels described in Section
2.1.3. Delivered as part of SAP Enterprise
Support, cloud editions.
Global support backbone SAP's knowledge database and extranet where SAP makes available content and
services to customers and partners of SAP
only. This includes SAP's Customer Support
Website.
End-to-end supportability Support for cases that occur in integrated business scenarios consisting of SAP Cloud
Services or both SAP Cloud Services and
SAP Software with a valid SAP support
agreement.
2.3. Learning and Empowerment
Feature SAP Enterprise Support, cloud editions SAP Preferred Success Remote SAP support
content and services
Remote support content and services (e.g.,
Meet-the-Expert sessions) in various formats
which may include live and recorded
webinars, tutorials, best practices, self-paced
learning materials and workshop-style
interactive remote sessions. Content and
session schedules are stated on SAP's
Customer Support Website in the SAP
Enterprise Support Academy section.
Scheduling, availability and delivery
methodology is at SAP's discretion.
Access to demo systems, live sessions
with instructors, examinations and
certifications specific to the Cloud Service
for up to 5 Customer Contacts.
SAP Preferred Success exclusive learning
content related to the Cloud Service in
various formats which may include live
and recorded webinars, best practices,
and workshop-style interactive remote
sessions.
Scheduling, availability and delivery
methodology is at SAP's discretion.
Release update
information
Generally available documented summaries,
webinars and videos provided by SAP to
inform and instruct customers on new product
release changes.
Self-service through web and community.
Release guidance specific to the Cloud
Service.
2.4. Collaboration
Feature SAP Enterprise Support, cloud editions SAP Preferred Success SAP support advisory
services
Access to experts who help customers with
support-related requests and advise on the
appropriate SAP Enterprise Support content
and services for their needs.
Delivered as part of SAP Enterprise
Support, cloud editions.
Support via chat Available during business hours in English language for non-Mission Critical Support
issues, where available for the Cloud Service.
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platform for social
business collaboration
Access to SAP's Customer Support Website,
including social media-based empowerment
and collaboration, with peers and SAP
experts.
Access to exclusive SAP Preferred
Success collaboration platform.
Support and success
reporting
SAP Enterprise Support reporting: A report or
dashboard analyzing and documenting the
status of support services and achievements
hereunder.
Reports, dashboards, or other reporting
components and capabilities regarding the
overall engagement, full customer
lifecycle, and productive use of the
solution, including relevant feature
adoption, technical and product usage
and status of support services and
achievements hereunder, specific to the
Cloud Service.
Preferred Success
resources and guidance
Access to success resources to provide
guidance on onboarding, product adoption
and usage, best practices and operational
excellence. This may include a customer
success partner as the primary contact for
ongoing success management, success
planning, technical guidance and
mentorship, and support case oversight
throughout the Customer lifecycle.
Assignment of a customer success
partner is at SAP's discretion.
Regular checkpoint Periodic review of Cloud Service, success plan, critical issues, reporting and best
practices. May include in-person delivery,
at SAP's discretion.
Success Plan A success plan outlines steps towards
achieving key business milestones and
objectives throughout the customer
lifecycle. Focus topics include challenges,
consumption, adoption and cycle
planning.
2.5. Innovation and Value Realization
Feature SAP Enterprise Support, cloud editions SAP Preferred Success Proactive checks
proposed by SAP
Support services, providing recommendations
for the specific customer situation. Such
services are delivered remotely upon
Customer request.
Expert-led checks, providing
recommendations based on SAP best
practices or recommended
configuration(s).
Product roadmaps Self-service through web. Delivered as part of SAP Enterprise Support, cloud editions.
Refresh of test instance Self-service or request through web for initiating the refresh as offered and required
by respective solution.
Access to SAP assistance with managing
the refreshing of test instances up to 2
times per year, where applicable.
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2.6. Application Lifecycle Management
Feature SAP Enterprise Support, cloud editions SAP Preferred Success Application lifecycle
management ("ALM")
Software or online services for application
lifecycle management made available by
SAP. Feature scope and availability details
are set forth on SAP's Customer Support
Website (see: https://support.sap.com/en/alm)
and usage rights (see:
https://support.sap.com/en/alm/usage-rights).
Delivered as part of SAP Enterprise
Support, cloud editions.
3. CUSTOMER RESPONSE LEVELS
3.1. SAP responds to submitted support cases as described in the table below.
Priority Definition Response Level
P1 Very High
A case should be categorized with the priority
"very high" if the problem has very serious
consequences for normal business processes or
IT processes related to core business processes.
Urgent work cannot be performed.
This is generally caused by the following
circumstances:
a) a productive service is completely
down;
b) the imminent system Go- Live or
upgrade of a production system
cannot be completed;
c) the customer's core business
processes are seriously affected
A workaround is not available for each
circumstance.
The case requires immediate processing because
the malfunction may cause serious losses.
Initial Response: Within 1 hour of case submission.
Ongoing Communication: Unless otherwise
communicated by SAP, once every hour.
Corrective Action Target: SAP to provide for cases
either a resolution; or workaround; or action plan
within 4 hours.
P2 High
A case should be categorized with the priority
"high" if normal business processes are seriously
affected. Necessary tasks cannot be performed.
This is caused by incorrect or inoperable functions
in the SAP service that are required immediately.
The case is to be processed as quickly as
possible because a continuing malfunction can
seriously disrupt the entire productive business
flow.
Initial Response: Within 4 hours of case submission
for SAP Enterprise Support, cloud edition customers
and within 2 hours of case submission for SAP
Preferred Success customers.
Ongoing Communication: Unless otherwise
communicated by SAP, once every 6 hours.
Corrective Action Target: SAP to provide for cases
either a resolution; or workaround; or action plan
within 3 business days for SAP Preferred Success
customers only.
P3 Medium
A case should be categorized with the priority
"medium" if normal business processes are
affected. The problem is caused by incorrect or
inoperable functions in the SAP service.
Initial Response: Within 1 business day of case
submission for SAP Enterprise Support, cloud edition
customers, and within 4 business hours of case
being received for SAP Preferred Success
customers.
Ongoing Communication: Unless otherwise
communicated by SAP, once every 3 business days
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for non-defect Issues and 10 business days for
product defect issues.
A non-defect issue is a reported support case that
does not involve a defect in the applicable Cloud
Service and does not require engineering,
development or operations personnel to resolve.
P4 Low
A case should be categorized with the priority
"low" if the problem has little or no effect on
normal business processes. The problem is
caused by incorrect or inoperable functions in the
SAP service that are not required daily or are
rarely used.
Initial Response: Within 2 business days of case
submission for SAP Enterprise Support, cloud
editions customers and within 1 business day of
case submission for SAP Preferred Success
customers.
Ongoing Communication: Unless otherwise
communicated by SAP, once every week.
3.2. The following types of cases are excluded from customer response levels as described above:
a) cases regarding a release, version or functionalities of Cloud Services developed specially for Customer (including those developed by SAP Custom Development or by SAP subsidiaries or individual content services);
b) the root cause behind the case is not a malfunction but missing functionality (development request); c) the case is a consulting or how-to request.
4. CUSTOMER RESPONSIBILITIES
4.1. Customer Contact
4.1.1. Customer shall designate at least 2 and up to 5 qualified English-speaking contact persons per Cloud Service (each a "Customer Contact"). Customer Contacts include designated support contact, authorized support contact, key user , application administrator or system administrator s whose roles within specific Cloud Services are authorized to contact or access the Customer Interaction Center, SAP Support Advisory Services and Mission Critical Support services.
4.1.2. The Customer Contact is responsible for managing all business -related tasks of the Cloud Service related to Customer's business, such as:
a) support end users and manag e their case s. This includes searching for known solutions in available documentation and liaising with SAP in the event of new problems; b) manage background jobs and the distribution of business tasks across users (if available); c) manage and monitor connections to Customer's third-party systems (if available); d) support the adoption of the Cloud Service.
4.2. Contact Details
Customer will provide contact details (in particular, e- mail address and telephone number) by which the Customer Contact or the authorized representative of the Customer Contact can be contacted at any time.
Customer will update its Customer Contacts for a Cloud Service through SAP 's Customer Support Website.
Only authorized Customer Contacts may contact SAP's support organization.
4.3. Cooperation
Customer Contact shall reasonably cooperate with SAP to resolve support cases,and will have adequate technical expertise and knowledge of its configuration of the Cloud Services to provide relevant information to enable SAP to reproduce, troubleshoot and resolve the experienced error.
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SERVICE LEVEL AGREEMENT FOR CLOUD SERVICES
1. DEFINITIONS
1.1. “Credit” means 2% of the Monthly Subscription Fees for the affected subscription-based Cloud Service or the monthly Cloud Credits (as defined in the Order Form) consumed for the affected consumption -based Cloud Service, for each 1% below the System Availability SLA, not to exceed 100% of the fees paid or Cloud Credit consumed by the Customer for the relevant Month for the affected Cloud Service.
1.2. “Downtime” means the Total Minutes in the Month during which the producti on version of the Cloud Service is not available, except for Excluded Downtimes.
1.3. “Excluded Downtime” means the Total Minutes in the Month attributable to a Maintenance Window; or any Major Upgrade Window for which the Customer has been notified at least 5 business days in advance; or unavailability caused by factors outside of SAP’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised.
1.4. “Maintenance Window” mean s the weekly maintenance window s for the Cloud Service identified on https://support.sap.com/maintenance-windows. SAP may update the Maintenance Window from time to time in accordance with the Agreement.
1.5. “Major Upgrade Window” means the extended upgrade maintenance windows for the Cloud Service identified on https://support.sap.com/maintenance-windows. SAP may update the Major Upgrade Window from time to time in accordance with the Agreement.
1.6. “Month” means a calendar month.
1.7. “Monthly Subscription Fees” means the monthly (or 1/12 of the annual fee) subscription fees paid for the applicable Cloud Service which did not meet the System Availability SLA.
1.8. “System Availability Percentage” is calculated and defined as follows:
� Total Minutes in the Month−Excluded Downtime − Downtime Total Minutes in the Month−Excluded Downtime � ∗ 100
1.9. “System Availability SLA” means a 99.7% System Availability Percentage during each Month for the production version of the Cloud Service.
1.10. “Total Minutes in the Month” are measured 24 hours at 7 days per week during a Month.
1.11. “UTC” means Coordinated Universal Time standard is the start time for the applicable Maintenance Window and Major Upgrade Window.
2. SYSTEM AVAILABILITY SLA AND CREDITS
2.1. Credit
If SAP fails to meet the System Availability SLA for a particular Month, Customer may claim a Credit, which Customer may apply to a future invoice for the Cloud Service that did not meet the System Availability SLA (subject to Sections 2.1.1 and 2.1.2 below).
2.1.1. Claims for a Credit must be made in good faith and through a documented submission of a support case within 30 business days after the end of the relevant Month in which SAP did not meet the System Availability SLA for the Cloud Service.
2.1.2. Customers who have not subscribed to the Cloud Service directly from SAP must claim the Credit from their applicable SAP partner.
2.2. System Availability Report
SAP will provide Customer with a monthly report describing the System Availability Percentage for the Cloud Service either by email following a request to Customer’s assigned SAP account manager; through the Cloud Service; or through an online portal made available to Customer, if and when such online portal is available.
3. CHANGES TO WINDOWS
3.1. SAP shall provide Customer 1 month’s advance notice before changing its Maintenance and Major Upgrade Windows (unless such change is a reduction in the duration of the applicable Maintenance or Major Upgrade Windows). If Customer wishes to be notified of changes to Maintenance Windows and Major Upgrade Windows via email, it must subscribe to receive notifications at https://support.sap.com/maintenance-windows.
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DATA PROCESSING AGREEMENT FOR CLOUD SERVICES
1. DEFINITIONS
1.1. “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; for the purposes of this DPA, where Customer acts as processor for another controller, it shall in relation to SAP be deemed as additional and independent Controller with the respective controller rights and obligations under this DPA.
1.2. “Data Protection Law ” means the applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of Personal Data under the Agreement.
1.3. “Data Subject” means an identified or identifiable natural person as defined by Data Protection Law.
1.4. “EEA” means the European Economic Area, namely the European Union Member States along with Iceland, Liechtenstein and Norway.
1.5. “GDPR” means the General Data Protection Regulation 2016/679.
1.6. “My Tr ust Center ” means information available on the SAP support portal (see:
https://support.sap.com/en/my-support/trust-center.html) or the SAP agreements website (see:
https://www.sap.com/about/trust-center/agreements.html) or any subsequent websi te(s) made available by SAP to Customer.
1.7. “New SCC Relevant Transfer” means a transfer (or an onward transfer) to a Third Country of Personal Data that is either subject to GDPR or to applicable Data Protection Law and where any required adequacy means under GDPR or applicable Data Protection Law can be met by entering into the New Standard Contractual Clauses.
1.8. “New Standard Contractual Clauses” means the unchanged standard contractual clauses, published by the European Commission, reference 2021/914 or any subsequent final version thereof which shall automatically apply. To avoid doubt Modules 2 and 3 shall apply as set out in Section 8.
1.9. “Personal Data” means any information relating to a Data Subject which is protected under Data Protection Law. For the purposes of the DPA, it includes only personal data which is:
a) entered by Customer or its Authorized Users into or derived from their use of the Cloud Service; or b) supplied to or accessed by SAP or its Subprocessors in order to provide support under the Agreement.
Personal Data is a sub-set of Customer Data (as defined under the Agreement).
1.10. “Personal Data Breach” means a confirmed:
a) accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or unauthorized third-party access to Personal Data; or
b) similar incident involving Personal Data, in each case for which a Controller is required under Data Protection Law to provide notice to competent data protection authorities or Data Subjects.
1.11. “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller, be it directly as processor of a contro ller or indirectly as subprocessor of a processor which processes personal data on behalf of the controller.
1.12. “Schedule” means the numbered Appendix with respect to the Standard Contractual Clauses (2010) and the numbered Annex with respect to the New Standard Contractual Clauses.
1.13. “Standard Contractual Clauses (2010)” means the Standard Contractual Clauses (processors) published by the European Commission, reference 2010/87/EU.
1.14. “Subprocessor” or “ sub-processor” means SAP Affiliates, SAP SE, SAP SE Affiliates and third parties engaged by SAP, SAP SE or SAP SE’s Affiliates in connection with the Cloud Service and which process Personal Data in accordance with this DPA.
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1.15. “Technical and Organizational Measures” means the technical and organizational measures for the relevant Cloud Service published on My Trust Center (see: https://www.sap.com/about/trust- center/agreements/cloud/cloud-services.html?search=Technical%20Organizational%20Measures).
1.16. “Third Country” means any country, organization or territory not acknowledged by the European Union under Article 45 of GDPR as a safe country with an adequate level of data protection.
2. BACKGROUND
2.1. Purpose and Application
2.1.1. This document (“DPA”) is incorporated into the Agreement and forms part of a written (including in electronic form) contract between SAP and Customer.
2.1.2. This DPA applies to Personal Data processed by SAP and its Subprocessors in connection with its provision of the Cloud Service.
2.1.3. This DPA does not apply to non-production environments of the Cloud Service if such environments are made available by SAP. Customer shall not store Personal Data in such environments.
2.2. Structure
Schedules 1 and 2 are incorporated into and form part of this DPA. They set out the agreed subject-matter, the nature and purpose of the processing, the type of Personal Data, cat egories of data subjects (Schedule 1) and the applicable Technical and Organizational Measures (Schedule 2).
2.3. Governance
2.3.1. SAP acts as a Processor and Customer and those entities that it permits to use the Cloud Service act as Controllers under the DPA.
2.3.2. Customer acts as a single point of contact and shall obtain any relevant authorizations, consents and permissions for the processing of Personal Data in accordance with this DPA, including, where applicable approval by Controllers to use SAP as a Processor. Where authorizations, consent, instructions or permissions are provided by Customer these are p rovided not only on behalf of the Customer but also on behalf of any other Controller using the Cloud Service. Where SAP informs or gives notice to Customer, such information or notice is deemed received by those Controllers permitted by Customer to use the Cloud Service. Customer shall forward such information and notices to the relevant Controllers.
2.4. For the avoidance of doubt, nothing in this DPA (including without limitation, Section 1. 2 “Data Protection Law”, 1.4 “EEA”, 1.5 “GDPR”, 1.7 “New SCC relevant Transfer”, 1.8 “New Standard Contractual Clauses” ,
1.13 “Standard Contractual Clauses (2010)” and Section 1. 16 “Third Country” and Section 8, “International Processing” shall be construed as imposing GDPR compliance obligations on Customer in situations w here Customer’s use of the SAP Cloud Services would not otherwise subject Customer to GDPR requirements as a Controller.
3. SECURITY OF PROCESSING
3.1. Applicability of the Technical and Organizational Measures SAP has implemented and will apply the Technical and Organizational Measures. Customer has reviewed such measures and agrees that as to the Cloud Service selected by Customer in the Order Form the measures are appropriate taking into account the state of the art, the costs of implementation, nature, scope, context and purposes of the processing of Personal Data.
3.2. Changes
3.2.1. SAP applies the Technical and Organizational Measures to SAP’s entire customer base hosted out of the same data center or receiving the same Cloud Service. SAP may change the Technical and Organizational Measures at any time without notice so long as it maintains a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting Personal Data.
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3.2.2. SAP will publish updated versions of the Technical and Organizational Measures on My Trust Center and where available Customer may subscribe to receive e-mail notification of such updated versions.
4. SAP OBLIGATIONS
4.1. Instructions from Customer
SAP will process Personal Data only in accordance with documented instructions from Customer . The Agreement (including this DPA) constitutes such documented initial instructions and each use of the Cloud Service then constitutes further instructions. SAP will use reasonable efforts to follow any other Customer instructions, as long as they are required by Data Protection Law, technically feasible and do not require changes to the Cloud Service. If any of the before-mentioned exceptions apply, or SAP othe rwise cannot comply with an instruction or is of the opinion that an instruction infrin ges Data Protection Law, SAP will immediately notify Customer (email permitted).
4.2. Processing on Legal Requirement
SAP may also process Personal Data where required to do so by applicable law. In such a case, SAP shall inform Customer of that legal requirement before processing unless that law prohibits such information on important grounds of public interest.
4.3. Personnel
To process Personal Data, SAP and its Subprocessors shall only grant access to authorized personnel who have committed themselves to confidentiality. SAP and its Subprocessors will regularly train personnel having access to Personal Data in applicable data security and data privacy measures.
4.4. Cooperation
4.4.1. At Customer’s request, SAP will reasonably cooperate with Customer and Controllers in dealing with requests from Data Subjects or regulatory authorities regarding SAP’s processing of Personal Data or any Persona l Data Breach.
4.4.2. If SAP receives a request from a Data Subject in relation to the Personal Data processing hereunder, SAP will promptly notify Customer (where the Data Subject has provided information to identify the Customer) via e-mail and shall not respond to such request itself but instead ask the Data Subject to redirect its request to Customer.
4.4.3. In the event of a dispute with a Data Subject as it relates to SAP’s processing of Personal Data under this DPA, the Parties shall keep each other informed and, where appropriate, reasonably co-operate with the aim of resolving the dispute amicably with the Data Subject.
4.4.4. SAP shall provide functionality for production systems that supports Customer's ability to correct , delete or anonymize Personal Data from a Cloud Service, or restrict its processing in line with Data Protection Law .
Where such functionality is not provided, SAP will correct, delete or anonymize any Personal Data, or restrict its processing, in accordance with the Customer's instruction and Data Protection Law.
4.5. Personal Data Breach Notification
SAP will notify Customer without undue delay after becoming aware of any Personal Data Breach and provide reasonable information in its possession to assist Customer to meet Customer’s obligations to report a Personal Data Breach as required under Data Protection Law. SAP may provide such information in phases as it becomes available. Such notification shall not be interpreted or construed as an admission of fault or liability by SAP.
4.6. Data Protection Impact Assessment
If, pursuant to Data Protection Law, Customer (or its Controllers) are required to perform a data protection impact assessment or prior consultation with a regulator, at Customer’s request, SAP will provide such documents as are generally available for the Cloud Service (for example, this DPA, the Agreement, Audit Reports and Certifications). Any additional assistance shall be mutually agreed between the Parties.
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5. DATA EXPORT AND DELETION
5.1. Export and Retrieval by Customer
During the Subscription Term and subject to the Agreement, Customer can access its Personal Data at any time. Customer may export and retrieve its Personal Data in a standard format. Export and retrieval may be subject to technical limitations, in which case SA P and Customer will find a reasonable method to allow Customer access to Personal Data.
5.2. Deletion
Before the Subscription Term expires, Customer may use SAP’s self -service export tools (as available) to perform a final export of Personal Data from the Cloud Service (which shall constitute a "return" of Personal Data). At the end of the Subscription Term, Customer hereby instructs SAP to delete the Personal Data remaining on servers hosting the Cloud Service within a reasonable time period in line with Data P rotection Law (not to exceed 6 months) unless applicable law requires retention.
6. CERTIFICATIONS AND AUDITS
6.1. Customer Audit
Customer or its independent third party auditor reasonably acceptable to SAP (which shall not include any third party auditors who are either a competitor of SAP or not suitably qualified or independent) may audit SAP’s control environment and security practices relevant to Personal Data processed by SAP only if:
a) SAP has not provided sufficient evidence of its compliance with the Technical and Organizational Measures that protect the production systems of the Cloud Service through providing either: (i) a certification as to compliance with ISO 27001 or other standards (scope as defined in the certificate); or (ii) a valid ISAE3402 or I SAE3000 or other SOC1 -3 attestation report. Upon Customer’s request audit reports or ISO certifications are available through the third party auditor or SAP; b) a Personal Data Breach has occurred;
c) an audit is formally requested by Customer’s data protection authority; or d) provided under mandatory Data Protection Law conferring Customer a direct audit right and provided that Customer shall only audit once in any 12 month period unless mandatory Data Protection Law requires more frequent audits.
6.2. Other Controller Audit
Any other Controller may assume Customer's rights under Section 6.1 only if it applies directly to the Controller and such audit is permitted and coordinated by Customer. Customer shall use all reasonable means to combine audits of multiple other Controllers to avoid multiple audits. unless the audit must be undertaken by the other Controller itself under Data Protection Law. If several Controllers whose Personal Data is processed by SAP on the basis of the Agreement require an audit, Customer shall use all reasonable means to combine the audits and to avoid multiple audits.
6.3. Scope of Audit
Customer shall provide at least 60 days advance notice of any audit unless mandatory Data Protection Law or a competent data protection authority requires shorter notice. The frequency and scope of any audits shall be mutually agreed between the parties acting reasonably and in good faith. Customer audits shall be limited in time to a maximum of 3 business days. Beyond such restrictions, the parties will use current certifications or other audit reports to avoid or minimize repetitive audits. Customer shall provide the results of any audit to SAP.
6.4. Cost of Audits
Customer shall bear the costs of any audit unless such audit reveals a material breach by SAP of this DPA, then SAP shall bear its own expenses of an audit. If an audit determines that SAP has breached its obligations under the DPA, SAP will promptly remedy the breach at its own cost.
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7. SUBPROCESSORS
7.1. Permitted Use
SAP is granted a general authorization to subcontract the processing of Personal Data to Subprocessors, provided that:
a) SAP or SAP SE on its behalf shall engage Subprocessors under a wr itten (including in electronic form) contract consistent with the terms of this DPA in relation to the Subprocessor’s processing of Personal Data. SAP shall be liable for any breaches by the Subprocessor in accordance with the terms of this Agreement;
b) SAP will evaluate the security, privacy and confidentiality practices of a Subprocessor prior to selection to establish that it is capable of providing the level of protection of Personal Data required by this DPA; and
c) SAP’s list of Subprocessors in place on t he effective date of the Agreement is published by SAP on My Trust Center or SAP will make it available to Customer upon request, including the name, address and role of each Subprocessor SAP uses to provide the Cloud Service.
7.2. New Subprocessors
SAP’s use of Subprocessors is at its discretion, provided that:
a) SAP will inform Customer in advance (by email or by posting on the My Trust Center ) of any intended additions or replacements to the list of Subprocessors including name, address and role of the new Subprocessor; and
b) Customer may object to such changes as set out in Section 7.3.
7.3. Objections to New Subprocessors
7.3.1. If Customer has a legitimate reason under Data Protection Law to object to the new Subprocessors’ processing of Personal Data, Customer may terminate the Agreement (limited to the Cloud Service for which the new Subprocessor is intended to be used) on writ ten notice to SAP. Such termination shall take effect at the time determined by the Customer which shall be no later than 30 days from the date of SAP’s notice to Customer informing Customer of the new Subprocessor. If Customer does not terminate within th is 30 day period, Customer is deemed to have accepted the new Subprocessor.
7.3.2. Within the 30 day period from the date of SAP’s notice to Customer informing Customer of the new Subprocessor, Customer may request that the parties discuss in good faith a resolution to the objection. Such discussions shall not extend the period for termination and do not affect SAP’s right to use the new Subprocessor(s) after the 30 day period.
7.3.3. Any termination under this Section 7.3 shall be deemed to be without fault by either party and shall be subject to the terms of the Agreement.
7.4. Emergency Replacement
SAP may replace a Subprocessor without advance notice where the reason for the change is outside of SAP’s reasonable control and prompt replacement is required for security or other urgent reasons. In this case, SAP will inform Customer of the replacement Subprocessor as soon as possible following its appointment. Section
7.2 applies accordingly.
8. INTERNATIONAL PROCESSING
8.1. Conditions for International Processing
SAP shall be entitled to process Personal Data, including by using Subprocessors, in accordance with this DPA outside the country in which the Customer is located as permitted under Data Protection Law.
8.2. Applicability of the Standard Contractual Clauses (2010)
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a) SAP and Customer enter into the Standard Contractual Clauses (2010); b) Customer joins the Standard Contractual Clauses (2010) entered into by SAP or SAP SE and the Subprocessor as an independent owner of rights and obligations; or c) other Controllers whose use of the Cloud Services has been authorized by Customer under the Agreement may also enter into Standard Contractual Clauses (2010) with SAP or the relevant Subprocessors in the same manner as Customer in accordance with Section 8.2.1 a) and b) above. In such case, Customer will enter into the Standard Contractual Cl auses (2010) on behalf of the other Controllers.
8.2.2. The Standard Contractual Clauses (2010) shall be governed by the law of the country in which the relevant Controller is established.
8.2.3. Where applicable Data Protection Law adopts the New Standard Contractual Clauses as meeting any required adequacy means as an alternative or update to the Standard Contractual Clauses (2010) then the New Standard Contractual Clauses shall apply in accordance with Section 8.3.
8.3. Applicability of New Standard Contractual Clauses
8.3.1. The following shall apply with effect from 2 7 September 2021 and shall solely apply in respect of New SCC Relevant Transfers:
8.3.1.1. Where SAP is not located in a Third Country and acts as a data exporter, SAP (or SAP SE on its behalf) has entered in to the New Standard Contractual Clauses with each Subprocessor as the data importer. Module 3 (Processor to Processor) of the New Standard Contractual Clauses shall apply to such New SCC Relevant Transfers.
8.3.1.2. Where SAP is located in a Third Country:
SAP and Customer hereby enter into the New Standard Contractual Clauses with Customer as the data exporter and SAP as the data importer which shall apply as follows:
a) Module 2 (Controller to Processor) shall apply where Customer is a Controller; and b) Module 3 (Processor to Processor) shall apply where Customer is a Processor. Where Customer acts as Processor under Module 3 ( Processor to Processor) of the New Standard Contractual Clauses, SAP acknowledges that Customer acts as Processor under the instructions of its Controller(s).
8.3.2. Other Controllers or Processors whose use of the Cloud Services has been authorized by Customer under the Agreement may also enter into the New Standard Contractual Clauses with SAP in the same manner as Customer in accordance with Section 8.3.1.28.3.1.2 above. In such case, Customer enters into the New Standard Contractual Clauses on behalf of the other Controllers or Processors.
8.3.3. With respect to a New SCC Relevant Transfer, on request from a Data Subject to the Customer, Customer may make a copy of Module 2 or 3 of the New Standard Contractual Clauses entered into between Customer and SAP (including the relevant Schedules), available to Data Subjects.
8.3.4. The governing law of the New Standard Contractual Clauses shall be the law of Germany.
8.4. Relation of the Standard Contractual Clauses to the Agreement Nothing in the Agreement shall be construed to prevail over any conflicting clause of the Standard Contractual Clauses (2010) or the New Standard Contractual Clauses. For the avoidance of doubt, where this DPA further specifies audit and Subprocessor rules, such specifications also apply in relation to the Standard Contractual Clauses (2010) and the New Standard Contractual Clauses.
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8.5.1. Where Customer is located in a Third Country and acting as a data importer under Module 2 or Module 3 of the New Standard Contractual Clauses and SAP is acting as Customer’s sub-processor under the applicable Module, the respective data exporter shall have the following third party beneficiary right:
8.5.2. In the event that Customer has factually disappeared, ceased to exist in law or has become insolvent (in all cases without a successor entity that has assumed the legal obligations of the Customer by contract or by operation of law), the respective data exporter shall have the right to terminate the affected Cloud Service solely to the extent that the data exporter’s Personal Data is processed. In such event, the respective data exporter also instructs SAP to erase or return the Personal Data.
9. DOCUMENTATION; RECORDS OF PROCESSING
9.1. Each party is responsible for its compliance with its documentation requirements, in particular maintaining records of processing where required under Data Protection Law. Each party shall reasonably assist the other party in its documentation requirements, including providing the information the other party needs from it in a manner reasonably requested by the other party (such as using an electronic system), in order to enable the other party to comply with any obligations relating to maintaining records of processing.
Schedule 1 Description of the Processing
This Schedule 1 applies to describe the Proce ssing of Personal Data for the purposes of the Standard Contractual Clauses (2010), New Standard Contractual Clauses and applicable Data Protection Law.
1. A. LIST OF PARTIES
1.1. Under the Standard Contractual Clauses (2010)
1.1.1. Data Exporter
The data exporter under the Standard Contractual Clauses (2010) is the Customer who subscribed to a Cloud Service that allows Authorized Users to enter, amend, use, delete or otherwise process Personal Data. Where the Customer allows other Controllers to also use the Cloud Service, these other Controllers are also data exporters.
1.1.2. Data Importer
SAP and its Subprocessors that provide and support the Cloud Service are data importers under the Standard Contractual Clauses (2010).
1.2. Under the New Standard Contractual Clauses
1.2.1. Module 2: Transfer Controller to Processor
Where SAP is located in a Third Country, Customer is the Controller and SAP is the Processor, then Customer is the data exporter and SAP is the data importer.
1.2.2. Module 3: Transfer Processor to Processor
Where SAP is located in a Third Country, Customer is a Processor and SAP is a Processor, then Customer is the data exporter and SAP is the data importer.
2. B. DESCRIPTION OF TRANSFER
2.1. Data Subjects
Unless provided otherwise by the data exporter, transferred Personal Data relates to the following categories of Data Subjects: employees, contractors, business partners or other individuals having Personal Data stored in the Cloud Service, transmitted to, made available to, accessed or otherwise processed by the data importer.
2.2. Data Categories
The transferred Personal Data concerns the following categories of data:
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Data Processing Agreement for Cloud Services enGLOBAL.v. 8-2021 (GSA Indirect 9-18-23) Page 8 of 9 Customer determines the categories of data per Cloud Service subscribed. Customer can configure the data fields during implementation of the Cloud Service or as otherwise provided by the Cloud Service. The transferred Personal Data typically relates to the following categories of data: name, phone numbers, e -mail address, address data, system access / usage / authorization data, company name, contract data, invoice data, plus any applicati on-specific data that Authorized Users enter into the Cloud Service and may include bank account data, credit or debit card data.
2.3. Special Data Categories (if agreed)
2.3.1. The transferred Personal Data may comprise special categories of personal data set out in the Agreement (“Sensitive Data”). SAP has taken Technical and Organizational Measures as set out in Schedule 2 to ensure a level of security appropriate to protect also Sensitive Data.
2.3.2. The transfer of Sensitive Data may trigger the application of the following additional restrictions or safeguards if necessary to take into consideration the nature of the data and the risk of varying likelihood and severity for the rights and freedoms of natural persons (if applicable):
a) training of personnel;
b) encryption of data in transit and at rest;
c) system access logging and general data access logging.
2.3.3. In addition, the Cloud Services provide measures for handling of Sensitive Data as described in the Documentation.
2.4. Purposes of the data transfer and further processing; Nature of the processing
2.4.1. The transferred Personal Data is subject to the following basic processing activities:
a) use of Personal Data to set up, operate, monitor and provide the Cloud Service (including operational and technical support);
b) continuous improvement of service features and functionalities provided as part of the Cloud Service including automation, transaction processing and machine learning; c) provision of embedded Professional Services;
d) communication to Authorized Users;
e) storage of Personal Data in dedicated data centers (multi-tenant architecture); f) release, development and upload of any fixes or upgrades to the Cloud Service; g) back up and restoration of Personal Data stored in the Cloud Service; h) computer processing of Personal Data, including data transmission, data retrieval, data access; i) network access to allow Personal Data transfer;
j) monitoring, troubleshooting and administering the underlying Cloud Service infrastructure and database; k) security monitoring, network-based intrusion detection support, penetration testing; and l) execution of instructions of Customer in accordance with the Agreement.
2.4.2. The purpose of the transfer is to provide and support the Cloud Service. SAP and its Subprocessors may support the Cloud Service data centers remotely . SAP and its Subprocessors provide support when a Customer submits a support ticket as further set out in the Agreement.
2.5. Additional description in respect of the New Standard Contractual Clauses:
2.5.1. Applicable Modules of the New Standard Contractual Clauses a) Module 2: Transfer Controller to Processor
b) Module 3: Transfer Processor to Processor
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2.5.3. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Transfers shall be made on a continuous basis.
2.5.4. 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 shall be retained for the duration of the Agreement and subject to Section 5.2 of the DPA.
3. C. COMPETENT SUPERVISORY AUTHORITY
3.1. In respect of the New Standard Contractual Clauses:
3.1.1. Module 2: Transfer Controller to Processor
3.1.2. Module 3: Transfer Processor to Processor
3.2. Where Customer is the data exporter, the supervisory authority shall be the competent supervisory authority that has supervision over the Customer in accordance with Clause 13 of the New Standard Contractual Clauses.
Schedule 2 Technical and Organizational Measures
This Schedule 2 applies to describe the applicable technical and organizational measures for the purposes of the Standard Contractual Clauses (2010), New Standard Contractual Clauses and applicable Data Protection Law.
SAP will apply and maintain the Technical and Organizational Measures.
To the extent that the provisioning of the Cloud Service comprises New SCC Relevant Transfers, the Technical and Organizational Measures set out in Schedule 2 describe the measures and safeguards which have been taken to fully take into consideration the nature of the personal data and the risks involved. If local laws may affect the compliance with the clauses, this may trigger the application of additional safeguards applied during transmission and to the processing of the personal data in the country of destination (if applicable: encryption of data in transit, encryption of data at rest, anonymization, pseudonymization).
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General Terms and Conditions for SAP Cloud Services (for GSA indirect sales) enNA.v.6-2023 Page 1 of 11 GENERAL TERMS AND CONDITIONS FOR SAP CLOUD SERVICES (for GSA indirect sales) (“Cloud GTC”)
1. DEFINITIONS
1.1. “Affiliate” means any legal entity in which SAP SE or Customer , directly or indirectly, holds more than (fifty percent) 50% of the entity’s shares or voting rights or controls or is under common control with that legal entity. “Control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise . Any legal entity will be considered an Affiliate as long as that interest is maintained.
1.2. “Agreement” means the agreement as defined in the applicable Cloud Order Form. For clarity, some services may be performed under a statement of work, which statement of work will be governed by the terms and conditions of this Agreement.
1.3. “Authorized User” means any individual to whom Customer grants access authorization to use the C loud Service that is an employee, agent, contractor or representative of Customer, Customer's Affiliates , or Customer’s and Customer’s Affiliates’ Business Partners.
1.4. “Business Partner” means a legal entity that requires use of a Cloud Service in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers or suppliers of Customer and its Affiliates.
1.5. “Cloud Order Form” means the “ Cloud Order Form for SAP Cloud Services ” concluded between SAP and Reseller that references the Cloud GTC.
1.6. “Cloud Service” means any distinct, hosted, supported and operated on-demand solution provided by SAP to the Customer on behalf of the Reseller, under the Cloud Order Form.
1.7. “Confidential Information ” means all information which the disclosing party protects against unrestricted disclosure to others that the disclosing party or its representatives designates as confidential, internal or proprietary at the time of disclo sure, or should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure.
1.8. “Customer” means the entity or individual that has consented to this Agreement by execution of an agreement with Reseller that references this Cloud GTC or by any other legally binding method of acceptance of this Agreement.
1.9. “Customer Data” means any content, materials, data and information that Authorized Users enter into the production system of a Cloud Service or that Customer derives from its use of and stores in the Cloud Service (e.g. Customer -specific reports). Customer Data and its derivatives will not include SAP’s Confidential Information.
1.10. “Documentation” means SAP's then -current technical and functional documentation , relating to the Cloud Services located at https://help.sap.com or which is made available to Customer as part of the Cloud Service, including technical and functional specifications as updated from time to time in accordance with the Agreement.
1.11. “Export Laws” means all applicable import, export control and sanctions laws, including without limitation, the laws of the United States, the EU, and Germany.
1.12. “Feedback” means input, comments or suggestions regarding SAP’s business and technology direction, and the possible creation, modification, correction, improvement or enhancement of the Cloud Service.
1.13. “Intellectual Property Rights ” means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know -how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
1.14. “Reseller” means the entity holding the Multiple Award Schedule contract and identified on the Cloud Order Form.
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1.15. “Representatives” means a party’s Affiliates, employees, contractors, sub-contractors, legal representatives, accountants, or other professional advisors.
1.16. “SAP” means the entity identified by the Cloud Order Form as providing the Cloud Service to Customer.
1.17. “SAP Materials” means any materials (including statistical reports) provided, developed or made available by SAP or via Reseller (independently or with Customer’s or Reseller’s cooperation) in the course of performance under the Agreement, including in the delivery of any support to Customer . SAP Materials do not include Customer Data, Customer Confidential Information or the Cloud Service. SAP Materials may also be referred to in the Agreement as “Cloud Materials”.
1.18. “SAP SE” means SAP SE, the parent company of SAP.
1.19. “Subscription Term” means the initial subscription term and, if applicable, any renewal subscription term of a Cloud Service identified in the Cloud Order Form.
1.20. “Usage Metric” means the standard of measurement for determining the permitted use for a Cloud Service as set forth in a Cloud Order Form.
2. USAGE RIGHTS AND RESTRICTIONS
2.1. Grant of Rights
Subject to Reseller’s payment of all fees due to SAP, SAP grants to Customer on behalf of Reseller, a non- exclusive and non-transferable right to use the Cloud Service (including its implementation and configuration), SAP Materials and Documentation solely for Customer’s and its Affiliates’ internal business operations.
Customer may use the Cloud Service world-wide, except from countries where such use is prohibited by Export Laws. Permitted uses and restrictions of the Cloud Service also apply to SAP Materials and Documentation.
2.2. Authorized Users
Customer may permit Authorized Users to use the Cloud Service. Usage is limited to the Usage Metrics and volumes stated in the Cloud Order Form. Access credentials for the Cloud Service may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to us e the Cloud Service. Customer is responsible for breaches of the Agreement caused by Authorized Users.
2.3. Verification of Use
Customer will monitor its own use of the Cloud Service and report any use in excess of the Usage Metrics and volume to Reseller. SAP may monitor use to verify compliance with Usage Metrics, volume and the Agreement.
SAP will be permitted to forward any data regarding use in excess of the Usage Metrics, volume and the Agreement by Customer to Reseller. Further, such monitoring shall be c ontingent upon adherence to Customer’s security requirements, including any requirement for personnel to be cleared prior to accessing sensitive IT systems or facilities. If Customer’s security requirements are not met, then upon SAP’s request, Customer will run a self-assessment with tools provided by, and at the direction of SAP to verify Customer’s compliance with the terms of this Agreement.
2.4. Third Party Web Services
The Cloud Service may include integrations with web services made available by third parties (other than SAP SE or its Affiliates) that are accessed through the Cloud Service and subject to terms and conditions with those third parties. These third party web services are not part of the Cloud Service and the Agreement does not apply to them. SAP is not responsible for the content of these third party web services.
2.5. Mobile Access to Cloud Service
Authorized Users may access certain Cloud Services through mobile applications obtained from third -party websites such as Android or Apple app store . The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement.
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2.6. On-Premise Components
The Cloud Service may include on -premise components that can be downloaded and installed (including updates) by Customer. The System Availability SLA does not apply to these components. Customer may only use the on-premise components during the Subscription Term.
3. SAP RESPONSIBILITIES
3.1. Provisioning
SAP provides access to the Cloud Service as described in the Agreement. SAP makes the Cloud Service available and is responsible for its operation.
3.2. Support
SAP provides support for the Cloud Service as referenced in the Cloud Order Form.
3.3. Security
SAP will implement and maintain appropriate technical and organizational measures to protect the personal data processed by SAP as part of the Cloud Service as described in the Data Processing Agreement incorporated in the Cloud Order Form in compliance with applicable data protection law.
3.4. Modifications
3.4.1. Scope
SAP may modify the Cloud Service (including support services, Maintenance Windows and Major Upgrade Windows), provided that SAP shall not materially degrade the core functionality of the Cloud Service during the Subscription Term. Any such modifications will not restrict or reduce the capabilities in existence at the time of execution of this Agreement without written concurrence from the Government Contracting Officer.
3.4.2. Modification Notices
SAP shall provide Customer with reasonable advance notice of modifications to the functionality of the Cloud Service in accordance with Section 13.4, except for any change to a Maintenance Window or Major Upgrade Window which shall be in accordance with the Service Level Agreement.
3.4.3. Customer Termination
If the modification materially degr ades the Cloud Service and SAP does not provide equivalent functionality, Customer may terminate the Cloud Order Form for the affected Cloud Service by providing written notice to SAP and Reseller within 1 month of SAP’s notice. If SAP does not receive timely notice, Customer is deemed to have accepted the modification.
4. CUSTOMER AND PERSONAL DATA
4.1. Customer Ownership
Customer retains all rights in and related to Customer Data. SAP may use Customer provided trademarks solely to provide and support the Cloud Service.
4.2. Customer Data
Customer is responsible for Customer Data and enter ing it into the Cloud Service. Customer grants to SAP (including SAP SE, its Affiliates and subcontractors) a non-exclusive right to process and use Customer Data to provide and support the Cloud Service and as set out in the Agreement.
4.3. Personal Data
Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.
4.4. Security
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Customer will not conduct or authorize penetration tests of the Cloud Service without advance approval from SAP.
4.5. Access to Customer Data
4.5.1. During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case SAP and Customer will find a reasonable method to allow Customer access to Customer Data.
4.5.2. Before the Subscription Term expires, Customer may use SAP’s self -service export tools (as available) to perform a final export of Customer Data from the Cloud Service.
4.5.3. At the end of the Agreement, SAP will delete the Customer Data remain ing on servers hosting the Cloud Service unless appl icable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement.
4.5.4. In the event of third party legal proceedings relating to Customer Data, SAP will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of Customer Data.
5. RESELLER RELATIONSHIP, PRICES AND PAYMENT
5.1. Intentionally left blank
5.2. Intentionally left blank
5.3. Independence of Reseller
Reseller is not an agent of SAP . Reseller is an independent entity with no authority to bind SAP or to make representations or warranties on SAP’s behalf . SAP will not be liable for reasonably relying on the accuracy and reliability of written information provided by Reseller. Customer acknowledges and agrees that the Reseller through which Customer has arranged for the procurement of the Cloud Services is not an agent of SAP.
5.4. No Representations or Warranties
SAP makes no representations or warranties as to Reseller, any authorized distributor or other reseller, or any other third party, or related to the performance of the ir products or services, and fully disclaims any such warranties in accordance with Section 7.
5.5 Payment
Customer shall pay to Reseller on behalf of SAP the fees for the Cloud Service provided hereunder, in the amount as set forth in the agreement between Reseller and Customer, in accordance with the terms of the Cloud Order Form.
5.6 Renewal Term
The fees set forth in the Cloud Order Form will be fixed for the committed subscription term. Following the subscription term of a Cloud Order Form, the subscription may be renewed for one (1) year subscription terms (each, as applicable, a “Renewal Term”) subject to funding and only for the agreed -upon subscription period by executing a written order for the Renewal Term. Pricing is established based upon the GSA Schedule Price List in effect at the time the Renewal Term is entered into. Either party may give the other party written notice (email acceptable) of non-renewal at least thirty (30) days prior to the end of the relevant subscription term.
5.7 Additions to Cloud Order Form
Customer may add additional Authorized Users or other applicable usage metrics during the term of the Cloud Order Form by executing an addendum or additional schedule with Reseller, as applicable, which shall then become an integral part of the amended Cloud Order Form. The term of each addendum or schedule shall be coterminous with the then -current term of the Cloud Order Form irrespective of the effective date of such addendum and all fees shall be prorated accordingly. Upon renewal of the Cloud Order Form, the term for all Authorized Users or other fee-based metric added to the Cloud Order Form prior to renewal shall be the same as specified in the Cloud Order Form.
5.8 Excess Use
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General Terms and Conditions for SAP Cloud Services (for GSA indirect sales) enNA.v.6-2023 Page 5 of 11 Customer is responsible for monitoring its use of the Service. Customer shall promptly report to SAP any actual use in excess of the number of Authorized Users (or other applicable usage metric authorized in the Cloud Order Form). SAP shall be entitled to monitor Customer’s number of Authorize d Users (or other applicable usage metric authorized in the Cloud Order Form) regarding usage of the Cloud Service to ensure Customer’s compliance with the Agreement. SAP shall be permitted to forward such data to Reseller. SAP shall invoice Reseller and Customer shall have the opportunity to execute an agreement with Reseller to pay for any usage in excess of the usage metrics set forth in the applicable Cloud Order Form. Such fees shall accrue from the date the excess use began. For the avoidance of doubt, Customer shall not be entitled to claim any reduction of the fees payable under the Cloud Order Form or reduce the Authorized Users (or other applicable usage metric) during the term of a Cloud Order Form or renewal.
5.9 No Cancellation
Except as expressly set forth in this Agreement, FAR 52.212 -4(l), or the Cloud Order Form, all purchases of subscriptions hereunder are non -cancelable and all fees incurred prior to the termination date are non - refundable.
6. TERM AND TERMINATION
6.1 Term
The term of this Agreement begins on the Effective Date set forth in the applicable Cloud Order Form and shall continue in effect as described in the Cloud Order Form. Termination of individual Cloud Order Forms shall leave other Cloud Order Forms unaffected.
6.2 Termination
Recourse against the United States for any alleged breach of this Agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act , 41 U.S.C. Chapter 71) as applicable. SAP shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Customer. The Agreement shall termina te immediately upon a final judgment obtained under the Contracts Disputes Act terminating the Agreement for Customer's material breach of any provision of the Agreement.
SAP may, in its reasonable determination, deactivate Customer’s user name(s) and pass word(s) and/or temporarily suspend access to the Cloud Service or a portion thereof, if and to the extent SAP can substantiate that the continued use of the Cloud Service may result in harm to the Cloud Service (including the security of the systems used t o provide the Cloud Service) or other SAP customers, or the rights of third parties, upon prior written notice to Customer as the circumstances permit.
6.3 Effect of Expiration or Termination
Upon the effective date of termination, Customer’s access to the Cloud Service will be terminated. Customer shall have the ability to access its Customer Data at any time during the subscription term set forth in the applicable Order Form, unless earlier terminated pursuant to this Article 6. Customer may export and retrieve its Customer Data during a subscription term, which will be subject to technical limitations caused by factors such as (i) the availability of self -service extraction tools compatible with the Cloud Service, (ii) the size of Customer’s instance of the Cloud Service; and (iii) the frequency and/or timing of the export and retrieval.
6.4 Survival
Articles 5, 8, 9, 10, 11, 12 and 13 shall survive the expiration or termination of this Agreement.
7. WARRANTIES
7.1. Compliance with Law
Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with:
(a) In the case of SAP, the operation of SAP’s business as it relates to the Cloud Service; and (b) In the case of Customer, Customer Data and Customer’s use of the Cloud Service.
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7.2. Good Industry Practices
SAP warrants that it will provide the Cloud Service:
(a) in substantial conformance with the Documentation; and (b) with the degree of skill and ca re reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the Cloud Service.
7.3. Remedy
7.3.1. Provided Customer (or Reseller on Customer’s behalf) notifies SAP in writing with a specific description of the Cloud Service’s non-conformance with the warranty in Section 7.2 without undue delay and SAP validates the existence of such non-conformance, SAP will, at its option and in accordance with Section 7.3.3:
(a) correct or replace the non-conforming Cloud Service, or (b) if SAP fails to correct the non -conformance after using reasonable commercial efforts, terminate the access to the non-conforming Cloud Service.
7.3.2. The remedies in Section 7.3.1 do not apply to trivi al or non -material cases of non -conformance and are Customer’s sole and exclusive remed ies and SAP’s entire liability for breach of the warranty under Section
7.2. The written notification of any non-conformance by Customer (or Reseller on Customer’s behalf) must include sufficient detail for SAP to analyze the alleged non-conformance. Customer must provide commercially reasonable assistance to SAP in analyzing and remediating any non-conformance of the Cloud Service.
7.3.3. SAP will consult with Reseller to define a reasonable amount:
(a) by which Reseller may reduce the subscription fees for the non -conforming C loud Services , in case Reseller has not already paid them, or
(b) if Reseller has already paid the subscription fees for the non-conforming Cloud Services, which SAP will refund to Reseller to reflect the non-conformance (unless such refund is prohibited by Export Laws).
7.3.4. SAP may fulfill its warranty obligations with Customer or Reseller on Customer’s behalf. To the extent that SAP fulfills its warranty obligations under Section 7.3.3 via Reseller, Customer will not have any claim against SAP for a breach of the warranty in Section 7.2.
7.4. System Availability
7.4.1. SAP warrants to maintain an average monthly system availability for the production system of the Cloud Service as defined in the applicable Service Level Agreement or Supplement (“SLA”).
7.4.2. Customer’s sole and exclusive remedy for SAP’s breach of the SLA is the issuance of a credit as described in the SLA, whereby the service level credit will be calculated based on the non -discounted subscription fee set out in the order form agreed between SAP and Reseller. Customer must notify Reseller in writing (email permitted) within 21 business days after each calendar month in which SAP does not meet the SLA, so that Reseller can follow SAP’s posted credit claim procedure. When the validity of the service credit is confirmed by SAP in writing (email permitted) to Reseller, SAP will issue the credit to Reseller to forward to Customer.
7.5. Warranty Exclusions
The warranties in Sections 7.2 and 7.4 will not apply if:
(a) the Cloud Service is not used in accordance with the Agreement or Documentation; (b) any non-conformity is caused by Reseller, Customer, another third party , or by any product , database, content or service not provided by SAP; or
(c) the Cloud Service was provided for no fee or is a trial license of the Cloud Service.
7.6. Disclaimer
Except as expressly provided in the Agreement, neither SAP nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure , uninterrupted or error free. Customer agrees that it is not relying on Item AA1
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8. THIRD PARTY CLAIMS
8.1. Claims Brought Against Customer
8.1.1. SAP will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Cloud Service infringe s or misappropriates a patent claim, copyright or trade secret right. SAP will indemnify Cu stomer against all damages finally awarded against Customer (or the amount of any settlement SAP enters into) with respect to these claims.
8.1.2. SAP’s obligations under Section 8.1 will not apply if the claim results from:
(a) use of the Cloud Service in conjunction with any product or service not provided by SAP; (b) use of the Cloud Service provided for no fee;
(c) any use of the Cloud Service not permitted under the Agreement.
8.1.3. If a third party makes a claim or in SAP’s reasonable opinion is likely to make such a claim, SAP may at its sole option and expense:
(a) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement; or (b) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality.
If these options are not reasonably available, SAP may terminate Customer’s subscription to the affected Cloud Service upon written notice.
8.1.4. SAP expressly reserves the right to cease such defense of any claim(s) if the applicable Cloud Service is no longer alleged to infringe or misappropriate the third party’s rights.
8.2. Customer Responsibilities
Customer shall be responsible for (i) any use of the Cloud Service in vio lation of any applicable law or regulation; or (ii) an allegation that the Customer Data or Customer’s use of the Cloud Service in violation of this Agreement violates, infringes or misappropriates the rights of a third party. The foregoing shall apply regardless of whether such damage is caused by the conduct of Customer and/or its Authorized Users or by the conduct of a third party using Customer's access credentials.
8.3. Conditions
The obligations under this Article 8 are conditioned on (a) the Customer timely notifying SAP in writing of any such claim, provided however that a party’s failure to provide or delay in providing such notice shall not relieve a party of its obligations un der this Article 8 except to the extent such failure or delay prejudices the defense (b) the party who is obligated hereunder to defend a claim having the right to control the defense of such claim to the extent permitted by 28 U.S.C. §516; and (c) the par ty against whom a third party claim is brought reasonably cooperating in the defense of such claim. Any settlement of any claim shall not include a financial or specific performance obligation on or admission of liability by the party against whom the clai m is brought, provided however that SAP may settle any claim on a basis requiring SAP to substitute for the Cloud Service any alternative substantially equivalent non -infringing services. SAP will have the opportunity to intervene in any suit or claim filed against the Customer, at its own expense, through counsel of its own choosing. Neither party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other part y’s rights. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.
8.4. Exclusive Remedy
The provisions of Section 8 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other par ty, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights.
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9. LIMITATION OF LIABILITY
9.1. No Liability
9.1.1. SAP, its licensors or subcontractors will not be responsible or liable under the Agreement:
(a) if a Cloud Service is not used in accordance with the Documentation; (b) if the defect or liability is caused by Reseller, Customer or any third party product or service; (c) if the Cloud Service is used in conjunction with any product or service not provided by SAP; (d) for any Customer activities not permitted under the Agreement; or (e) for any claims or damages arising from inherently dangerous use of any of the Cloud Services provided under or in connection with the Agreement.
9.2. No Cap on Liability
Neither party’s liability is capped for damages resulting from:
(a) the parties’ obligations under Sections 8.1.1 or 8.2 (excluding SAP’s obligation under Section 8.1.1 where the third party claim(s) relates to Cloud Services not developed by SAP); (b) death or bodily injury arising from either party’s gross negligence or willful misconduct; and/ or (c) Customer’s unauthorized use of any Cloud Service or any failure by Customer to pay Reseller any fees due for the Cloud Services.
9.3. Liability Cap
Except as set forth in Section 9.1, the maximum aggregate liability of either party (or its respective Affiliates or SAP’s subcontractors) to the other or to any other person or entity for all events (or series of connected events) arising in any twelve ( 12)-month period will not exceed the annual subscription fees paid by Customer to Reseller for the applicable Cloud Service associated with the damages for that twelve (12)-month period. Any “twelve (12)-month period” commences on the Subscription Term start date or any of its yearly anniversaries.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL BE DEEMED TO IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF, OR
RELATED TO, THIS AGREEM ENT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. §§ 3729-3733.
9.4. Exclusion of Damages
In no case will:
(a) either party (or its respective Affiliates or SAP’s subcontractors) be liable to the other party for any special, incidental, consequential, or indirect damages, loss of goodwill or business profits, work stoppage or for exemplary or punitive damages; and
(b) SAP be liable for any damages caused by any Cloud Service provided for no fee.
9.5. Extension to group members
Any limitations to the liability and obligations of SAP according to th is Section 9 will also apply for the benefit of SAP SE and any of its Affiliates and their respective licensors.
9.6. SAP will not be obliged to provide an indemnity or damages where Customer has been fully compensated or indemnified for the same loss or damage under its agreement with Reseller.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. SAP Ownership
10.1.1. Except for any rights expressly granted to Customer under the Agreement, SAP, SAP SE, their Affiliates or licensors own all Intellectual Property Rights in and any derivative works of:
(a) the Cloud Service;
(b) SAP Materials;
(c) Documentation; and
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Customer shall execute such documentation and take such other steps as is reasonably necessary to secure SAP’s or SAP SE’s title over such rights.
10.2. Acceptable Use Policy
With respect to the Cloud Service, Customer will not:
(a) copy, translate, disassemble, decompile, make derivative works, or reverse-engineer the Cloud Service or SAP Materials (or attempt any of the foregoing);
(b) enter, store, or transfer any content or data on or via the Cloud Service that is unlawful or infringes any Intellectual Property Rights;
(c) circumvent or endanger its operation or security of the Cloud Service; or (d) remove SAP’s copyright and authorship notices.
11. CONFIDENTIALITY
11.1. Use of Confidential Information
11.1.1. The receiving party shall:
(a) maintain all Confidential Information of the disclosing party in strict confidence, taking steps to protect the disclosing party’s Confidential Information substantially similar to those steps that the receiving party takes to protect its own Confidential Information, which shall not be less than a reasonable standard of care; (b) not disclose or reveal any Confidential Information of the disclosing party to any person other than its Representatives whose access is necessary to enable it to exercise its rights or perform its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 11;
(c) not use or reproduce any Confidential Information of the disclosing party for any purpose outside the scope of the Agreement; and
(d) retain any and all confidential, internal, or proprietary notices or legends which appear on the original and on any reproductions.
11.1.2. Customer shall not disclose any information about the Agreement, its terms and conditions, the pricing or any other related facts to any third party.
11.1.3. Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section
11. 11.2. Compelled Disclosure
The receiving party may disclose the disclosing party's Confidential Information to the extent required by law, regulation, court order or regulatory agency; provided, that the receiving party required to make such a disclosure uses reasonable efforts to g ive the disclosing party reasonable prior notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the request and cost of the disclosing party. The receiving party an d its Representatives shall use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally requested to be disclosed and shall request that all Confidential Information that is so disclosed is accorded confidential treatment. Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. § 552, which requires that information that does not fall under certain exceptions must be released when requested and, therefore, some information may be releas ed despite being characterized as “confidential” by the disclosing party.
11.3. Exceptions
The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:
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(b) has become generally known or available to the public through no act or omission by the receiving party; (c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions; (d) is lawfully acquired free of restriction by the receiving party from a third party having the right to furnish such Confidential Information; or
(e) the disclosing party agrees in writing is free of confidentiality restrictions.
11.4. Destruction and Return of Confidential Information Upon the disclosing party's request, the receiving party shall promptly destroy or return the disclosing party's Confidential Information, including copies and reproductions of it. The obligation to destroy or return Confidential Information shall not apply:
(a) if legal proceedings related to the Confidential Information prohibit its return or destruction, until the proceedings are settled or a final judgment is rendered; (b) to Confidential Information held in archive or back-up systems under general systems archiving or backup policies; or
(c) to Confidential Information the receiving party is legally entitled or required to retain.
12. FEEDBACK
Customer may at its sole discretion and option provide SAP with Feedback. In s uch instance, SAP, SAP SE and its Affiliates may in their sole discretion retain and freely use, incorporate or otherwise exploit such Feedback without restriction, compensation or attribution to the source of the Feedback.
13. MISCELLANEOUS
13.1. Severability
If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement. No Waiver A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
13.2. Electronic Signature
Electronic signatures that comply with applicable law are deemed original signatures.
13.3. Trade Compliance
13.3.1. SAP and Customer shall comply with Export Laws in the performance of this Agreement. SAP Confidential Information is subject to Export Laws. Customer, its Affiliates, and Authorized Users shall not directly or indirectly export, re-export, release, or transfer Confidential Information in violation of Export Laws. Customer is solely responsible for compliance with Export Laws related to Customer Data, including obtaining any required export authorizations for Customer Data. Customer shall not use the Cloud Service from Crimea/Sevastopol, Cuba, Iran, the People's Republic of Korea (North Korea), the so-called Luhansk Peoples Republic (LNR) and Donetsk Peoples Republic (DNR) or Syria.
13.3.2. Upon SAP’s request, Customer shall provide information and documents to support obtaining an export authorization. Upon written notice to Customer SAP may immediately terminate Customer’s subscription to the affected Cloud Service if:
(a) the competent authority does not grant such export authorization within 18 months; or (b) Export Laws prohibit SAP from providing the Cloud Service to Customer.
13.4. Notices
All notices will be in writing and given when delivered to the address set forth in a Cloud Order Form. Notices from SAP to Customer may be in the form of an electronic notice to Customer’s authorized representative or administrator. SAP may provide notice of modifications to the Cloud Service under Section 3.4.2 via Documentation, release notes or publication. System notifications and information from SAP relating to the Item AA1
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13.5. Assignment
Customer may not, without SAP’s prior written consent, assign, delegate, pledge or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or any SAP materials or SAP Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. Assignment by SAP is subject to FAR 52.232 -23 “Assignment of Claims” ( May 2014) and FAR subpart 42.12 “Novation and Change-of-Name Agreements.”
13.6. Subcontracting
SAP may subcontract parts of the Cloud Service to third parties. SAP is responsible for breaches of the Agreement caused by its subcontractors.
13.7. Relationship of the Parties
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
13.8. Force Majeure
In accordance with GSAR 552.212-4(f), Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement.
The time for performance will be extended for a period equal to the duration of the conditions p reventing performance.
13.9. Governing Law
This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under United States Federal law. Venue and statute of limitations shall be established by applicable Federal law. The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of law principles and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement.
13.10. Waiver of Right to Jury Trial
Each party waives any right it may have to a jury trial for any claim or cause of action arising out of or in relation to the Agreement.
13.11. Entire Agreement
The Agreement constitutes the complete and exclusive statement of the agreement b etween SAP and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement.
All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under Section 3.4. This Agreement, however, shall not take precedence over any specific, negotiated terms contained in a Cloud Order Form.
Terms and conditions of any Customer -issued purchase order shall have no force and effect, even if SAP accepts or does not otherwise reject the purchase order.
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