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MASTER SERVICES AGREEMENT
This Master Services Agreement (this “Agreement”), dated as of July 17, 2024, is made by and between City of San Leandro, a California charter city with its principal office located at 835 East 14th Street, San Leandro, California 94577, United States of America (“Client” or “ City “), and Cognizant Worldwide Limited, a United Kingdom limited liability company with its principal office located at 280 Bishopsgate, Liverpool Street, London EC2M 4AG, United Kingdom (“CWW” or “Cognizant”). In addition, Cognizant Technology Solutions U.S. Corporation (“CTS US”) shall execute this Agreement together with Cognizant solely for the purpose of acknowledging that CTS US is authorized to perform for Cognizant any Services to be provided to Client in the United States of America pursuant to a relevant Statement of Work (as defined below), which CTS US or another U.S. Affiliate may also execute for such purpose as provided in Section 1.1.
For the purposes of this Agreement, Client and Cognizant may each be referred to as “Party” or, collectively, as the “Parties.” The Parties, intending to be legally bound, hereby agree as follows:
1. SERVICES.
1.1 Services. Cognizant and Client will develop and enter into one or more statements of work incorporating a description of the specific services to be provided, each in a form mutually agreed by the Parties (a “Statement of Work” or “SOW”). Each Statement of Work will set forth, among other things, project scope, various project activities and tasks to be performed by the Parties, and roles and responsibilities of the Parties. Cognizant may provide to Client the following types of services as, and to the extent, described in each Statement of Work: (i) the management of certain business and IT operational services, which may be performed either onsite or from remote locations (“Managed Services”); (ii) certain consulting, development, integration and or other support services provided in addition to the Managed Services (“Professional Services”); and (iii) any other services described as Cognizant’s obligation in a Statement of Work, (collectively the “Services”). In addition, Cognizant will provide to Client certain results or proceeds of the Services that are defined as deliverables in each Statement of Work (collectively, the “Deliverables”). Each Statement of Work shall specifically identify this Agreement and indicate that it is subject to the terms hereof and be executed by Client and Cognizant. Unless otherwise set forth herein or expressly identified in the SOW as a modification to a specified provision of this Agreement, to the extent there are any conflicts or inconsistencies between this Agreement and any Statement of Work, the provisions of this Agreement shall govern and control. Cognizant may engage any Affiliate (as hereinafter defined) of Cognizant to provide Services and Deliverables to Client and any Affiliates of Client for Cognizant under this Agreement, upon advance written notice and authorization as provided by Client, not to be unduly withheld. For clarity, Collaborative Solutions LLC shall be the Affiliate performing Services under the initial SOW. For SOWs executed in connection with work to be performed for Client in the United States of America, and solely to the extent that employees of a U.S.-domiciled Cognizant Affiliate who are foreign skilled workers are required for the provision of Services by Cognizant in connection with such SOW, such Cognizant Affiliate may also execute such SOW solely for the purpose of providing Services to Client for Cognizant. Any Affiliate of Cognizant may itself provide Services directly to Client and any Affiliates of Client under this Agreement by executing SOWs in its own name, exclusive of Cognizant, and only for the purposes of any such SOW(s), shall be considered “Cognizant” as that term is used in this Agreement. Any Affiliate of Client may enter into SOW(s) with Cognizant or any Affiliate of Cognizant and, only for the purposes of any such SOW(s), shall be considered “Client” as that term is used in this Agreement. As used herein, the term “Affiliate” means any entity that controls or is controlled by or is under common control with Cognizant or Client, as applicable, where “control” means possessing, directly or indirectly, the power to direct DRAFT
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or cause the direction of the management, policies and operations of such entity, whether through ownership of voting securities, by contract or otherwise.
1.2 Deliverables and Acceptance. Deliverables, if any, under this Agreement will be as set forth under any SOW. Each SOW will describe, if applicable, the Deliverables that Cognizant is obligated to furnish to Client hereunder, the acceptance criteria for each of the Deliverables (the “Acceptance Criteria”) and the completion criteria, if any, to signify completion of each phase of a project. Client shall review, evaluate and/or test, as the case may be, each of the Deliverables within the applicable time period set forth in a SOW (with respect to each Deliverable, the “Acceptance Period”) to determine whether or not such Deliverable satisfies the applicable Acceptance Criteria in all material respects. If Client does not furnish a written notice to Cognizant specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects prior to the end of the Acceptance Period then Cognizant shall submit to Client a written request for acceptance or identification of any deficiencies in the Deliverable, while outlining the timeframe for response. If Client does not furnish a written notice to Cognizant specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects prior to the end of the applicable Acceptance Period, then (a) Client will give the applicable Client SOW manager written notice of Client’s failure to provide notice of acceptance or non-acceptance, and (b) in the event that Cognizant has not received written notice of acceptance or non-acceptance of the applicable Deliverable within five (5) business days after Client’s receipt of such notice, Client will be deemed to have accepted the applicable Deliverable. . If any Deliverable fails to satisfy its Acceptance Criteria in any material respect, then Client will notify Cognizant in writing specifying the respects in which such Deliverable does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Cognizant shall use all diligent efforts to modify such Deliverable to so conform and the Deliverable will be resubmitted for acceptance by Client. If Client notifies Cognizant of rejection of a Deliverable within the Acceptance Period, and, after repeated attempts, Cognizant is unable to remedy any nonconforming portion of any Deliverable, Client may terminate pursuant to Section 12.2 herein, and Cognizant shall negotiate a refund in good faith. .
2. PROJECT SCHEDULE; CHANGES.
2.1 Project Schedule; Changes. Each Statement of Work will set forth the projected work effort and schedule applicable to the Services. All statements and agreements concerning time are based upon information available and circumstances existing at the time made, and each Statement of Work is subject to equitable adjustment upon any material change in such information or circumstances, the occurrence of an excusable delay (as provided for in Section
2.2 hereof) or upon modification of the scope, timing or level of work to be performed by Cognizant. Either Party will be entitled to propose changes. It is mutually acknowledged that any such change may affect the fees or charges (“Charges”) payable to Cognizant and/or the project schedule. Neither Party shall have any obligation respecting any change until an appropriate change order or amendment to the applicable Statement of Work is executed and delivered by both Parties.
2.2 Excusable Delays and Failures. Cognizant and Client will be excused from delays in performing, or from a failure to perform, hereunder to the extent that such delays or failures result from causes beyond Cognizant’s or Client’s reasonable control. Causes beyond Cognizant’s or Client’s reasonable control shall include acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the DRAFT
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Party. Without limiting the generality of the foregoing, Client acknowledges that Client’s failure or delay in furnishing necessary information, equipment or access to facilities, delays or failure by Client in completing tasks required of Client or in otherwise performing Client’s obligations hereunder or under any Statement of Work and any assumption contained in a Statement of Work which is untrue or incorrect will be considered an excusable delay or excusable failure to perform hereunder and may impede or delay completion of the Services. Client further acknowledges that such delays or failures may result in additional charges for the Services. If Cognizant is solely responsible for material delays in the project or completion of tasks, or providing such information or documentation required by Client to complete its tasks and obligations, Client shall not be responsible for any additional costs incurred as a result of schedule changes. If Cognizant should cause any such material delays, failure or delay to complete its tasks or obligations or otherwise provide Client with the necessary information, tools, documents or deliverables to complete Client’s tasks or responsibilities, the project schedule under the applicable Statement of Work shall be so extended to not impact the agreed-upon timelines for Client to complete its tasks and obligations at no additional cost to Client. Client shall not be responsible for any costs associated with timeline extensions/delays caused by Cognizant, including unavailability of staff, delays in staffing assignment/reassignment, conflicts in scheduling due to other Cognizant client engagements, lack of responsiveness, inability to meet agreed-upon deadlines, and lack of product or municipal knowledge.
3. PAYMENT.
3.1 Project Charges and Reimbursable Items. Client shall pay to Cognizant the incurred and undisputed Charges set forth in each Statement of Work, which such Charges shall be subject to adjustment by Cognizant annually unless otherwise expressly agreed in the applicable Statement of Work. Client will also reimburse Cognizant for all Client pre-approved out-of-pocket travel paid or incurred by Cognizant in connection with the Services and any other reimbursable items set forth in each Statement of Work. Cognizant will have no obligation to perform any Services when any amount required to be paid by Client remains due and unpaid beyond the date such amount is due, including any reasonable cure period in all such instances; the cure period for any Client breach shall not be less than thirty (30 ) calendar days. Any suspension of Services by Cognizant as a result of Client’s failure to make payment as required shall be subject to a meet and confer between the parties to determine the due dates of Deliverables and other Services to the extent impacted.
3.2 Invoices; Payments. Cognizant will invoice Client for all Charges and reimbursable items payable to Cognizant on a monthly basis or otherwise in accordance with the schedule set forth in the relevant Statement of Work as such payments are due. Client will pay the invoiced amount in full within forty-five (45) days of the date of receipt for each invoice, without deduction, setoff, defense or counterclaim for any reason; provided that the Client may withhold amounts disputed reasonably and in good faith pending resolution of such dispute. Client will pay interest, at a rate equal to the lesser of 1.5% per month (or part thereof) or the maximum legal rate permitted, on the amount shown on any invoice that is paid later than forty-five (45) days after the date of the invoice and a reasonable cure period no less than thirty (30) days after notice of the unpaid invoice (which shall not be a past due notice on a current invoice), other than such amounts that are disputed in such good faith during the pendency of the relevant dispute. All amounts hereunder will be invoiced and paid in United States Dollars unless otherwise set forth in an applicable SOW.
3.2.1 If Client disputes all or a portion of any invoice, Client shall inform Cognizant in writing of the nature of the dispute as soon as practicable after invoice receipt.
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Cognizant will resubmit an invoice with only undisputed amounts listed, and upon resolution of any items under dispute, Cognizant will resubmit those resolved items on a separate invoice which Client agrees to pay within 30 days of original invoice receipt date. The Client’s written notice to Cognizant of a dispute must contain reasonable detail so that Cognizant can investigate the issue. Cognizant shall respond to Client’s notice within ten (10) business days with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in Client’s notice and Client shall pay such resolved invoice within ten (10) days from resolution. The Parties will make reasonable efforts to resolve all remaining issues, if any. Cognizant will not suspend delivery of Services as a result of invoice(s) that are under dispute in accord with the terms above.
3.2.2 Except where otherwise agreed by the Parties, Cognizant shall book all travel arrangements at least fourteen (14) days in advance of the scheduled departure date. Travel bookings within a fourteen (14) calendar day period prior to the scheduled travel will require advance, written approval of the Client and authorization for the costs. Airfare shall be booked at a coach rate only. Cognizant personnel shall make best efforts to stay within the City limits of San Leandro, CA, when booking lodging arrangements.
3.2.3 Cognizant acknowledges that Client is a governmental entity and, as such, that Client is funded by annual appropriations through governing bodies. Cognizant agrees that a non-appropriation of funds by Client or its Affiliates shall relieve Client of payment requirements under this section. Client will provide at least thirty (30) days prior notice and sufficient evidence of such non-appropriation of funds.
3.3 Taxes. All Charges are exclusive of taxes. Client shall pay amounts equal to any federal, state or local sales, use, excise, privilege, value added, goods and services or other taxes, duties, imposts, levies or similar assessment relating to the Services and Deliverables provided by Cognizant hereunder, exclusive of taxes based on Cognizant’s net income or net worth. Client and Cognizant agree to cooperate on any tax matters arising from the provision of the Services and Deliverables under this Agreement. Both Parties agree to provide reasonable assistance to the other in order to mitigate any taxes applicable to the Services and Deliverables provided to Client or to payments made pursuant to this Agreement with respect to the Services and Deliverables.
4. OBLIGATIONS OF THE PARTIES.
4.1 Working Environment. For any Services to be provided by Cognizant at any of Client’s sites, Client shall, with advance notice, reasonably make efforts to provide Cognizant’s personnel with (i) a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) access to and use of Client’s facilities and relevant information, including hardware and documentation; (iii) reasonable assistance to such personnel in a timely manner by promptly correcting any hardware or software problems within Client’s control that would affect the performance of Services; and (v) any other items set forth in each Statement of Work. Any Cognizant personnel accessing Client hardware, software, workspace, or equipment, shall comply with reasonable Client policies including but not limited to any such Security or Appropriate-use policies, workspace policies applicable to Client staff and contractors, as communicated to Cognizant in writing, or as otherwise reasonably requested by Client.
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4.2 Client’s Personnel Commitment. Client will work to ensure that all Client personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice, (i) be available to assist Cognizant’s personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as outlined in the Statement of Work; (iii) participate in progress and other Service related meetings; (iv) contribute to software and system testing; and (v) be available to assist Cognizant with any other activities or tasks required to complete the Services in accordance with the Statement of Work.
4.3 Export Control. Client agrees to notify Cognizant of any requirements for Deliverables or any other technology, technical data or information to which Cognizant will have access as a result of the Services that, in any case, will subject the Deliverables or the other technology, technical data or information to control under applicable export regulations under any classification other than EAR99 (or its non-U.S. equivalent) and, in such event, Client will (i) identify to Cognizant the applicable regulations (e.g. the United States Export Administration Regulations (“EAR”) or the International Traffic in Arms Regulations (“ITAR”)) and classifications (e.g. ECCN) and (ii) follow such guidelines as Cognizant may communicate to Client that reasonably are required to avoid violations. Each Party acknowledges and agrees that to the extent that any tangible or intangible technical data provided under this Agreement is subject to US export laws and regulations, such Party will not use, distribute, transfer, or transmit technical data provided by the other Party under this Agreement except in compliance with US export laws and regulations. Notwithstanding the foregoing, Client agrees that it will not provide Cognizant with any technology, technical data or information that is subject to control under the ITAR. In the event that Client wishes to provide Cognizant with ITAR-controlled technology, technical data or information, Client will notify Cognizant in writing of such intent, and the Parties agree to cooperate to determine the appropriate agreements and controls, if any, required before Client makes such disclosure.
4.4 FCPA. Neither Party shall take any action in connection with the performance of its obligations under this Agreement that violates the Foreign Corrupt Practices Act, as amended, and the rules and regulations thereunder in any manner that has a material adverse impact on the other Party. To the extent that any of the Services or Deliverables cannot be performed or provided without violation of any law, regulation, or other control, then Cognizant shall not be obligated to provide the same and the applicable Statement of Work shall be amended accordingly.
4.5 Work Authorization/HR Compliance/Relationship Matters. In the event that it is necessary for Cognizant to obtain visas or work permits for Cognizant personnel, Client will cooperate with Cognizant by taking all reasonably necessary actions to facilitate Cognizant’s efforts, including, but not limited to, providing, and hereby consents to Cognizant providing to immigration authorities, documentation indicating the nature and location of the work to be performed, the necessity of the work to be performed, and other documentation as may be reasonably required and related to this Agreement (including the existence and terms of this Agreement and the identity of the Parties hereto), and posting such notices as may be legally required (including any legally required notice posting at Client sites from which the parties contemplate services being provided by Cognizant personnel who are foreign skilled workers).
Notwithstanding anything herein to the contrary, Client hereby authorizes Cognizant to use Client’s name and/or logo to internally (within Cognizant) or externally reference to Client as a Cognizant customer and to describe the services provided to Client.
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4.6 Cognizant’s Personnel Commitment and Obligations. Cognizant shall perform its obligations as set forth in the applicable Statement of Work. In addition, Cognizant shall:
i. designate and provide for each Statement of Work one, unless otherwise so stated as more than one, Cognizant point of contact who shall be responsible for answering and resolving Client’s questions and issues relating to the project(s) described therein; and
ii. provide sufficient, qualified, knowledgeable personnel capable of performing Cognizant’s obligations as set forth in the applicable Statement of Work.
4.6.1 Cognizant shall assign and meet the required staffing and resource needs for its provision of its Services. If Client notifies Cognizant that it is dissatisfied with the services of any person supplied by Cognizant, Client shall provide Cognizant with a written description of such unsatisfactory services, and Cognizant shall in good faith promptly resolve any concerns. If Client continues to be dissatisfied with such person due to issues related to performance, workplace conduct, or behavior, Cognizant will remove that person from performance of the SOW and will assign another qualified person to perform the SOW as soon as possible. Cognizant agrees to use commercially reasonable efforts to maintain consistency of personnel (subject to personnel employment status, promotion, leave of absence) and commits that replacement staffing resources will have sufficient project knowledge, qualifications and experience, without additional cost to Client, in order to render services in accordance with this Agreement. In such a case, Cognizant will provide a replacement within a commercially reasonable time while preserving overall project timelines.
4.6.2 Cognizant shall require each of its agents, officers, and employees to abide by any Client’s policies that are communicated or provided in writing to Cognizant, including those prohibiting sexual harassment, pandemic response, security, firearms, and smoking, as well as all other reasonable work rules, safety rules, or policies regulating the conduct of persons on Client property at all times while performing duties pursuant to the Agreement. Cognizant and its agents, officers, and employees performing services on Client premises and otherwise using Client software, hardware, or equipment, shall comply with all Client security and information technology policies and practices, as communicated to Cognizant in writing. Cognizant agrees and understands that a violation of any of these policies or rules will constitute a breach of the Agreement and will be sufficient grounds for termination of the Agreement by the Client.
5. OWNERSHIP.
5.1 Ownership of Developed IP. Unless otherwise agreed in an SOW, Cognizant agrees that, upon Client’s payment in full, the software or other works of authorship developed by Cognizant or its Affiliates specifically for Client as a Deliverable or a part of a Deliverable, as set forth in a Statement of Work (“Developed IP”) shall be the property of, and ownership shall vest in, Client. Developed IP does not include Cognizant Confidential Information, Cognizant Proprietary Intellectual Property (as defined below), any Third Party Items, or any derivative of the foregoing, that may be incorporated into a Deliverable. Cognizant agrees to take, at Client’s cost and expense, all actions requested by Client which are reasonably necessary to assure the conveyance to Client of the foregoing rights to the Developed IP.
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5.2 Residual Rights. Notwithstanding anything to the contrary herein, Cognizant, Cognizant Affiliates, and their respective employees and agents shall be free to use and employ any Residual Information. “Residual Information” means the general knowledge, ideas, know-how, experience, and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party.
Nothing in this paragraph, however, shall be deemed to grant a license under Client’s registered intellectual property rights.
5.3 Cognizant Proprietary Intellectual Property. Client acknowledges that Cognizant personnel may utilize proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship, creative works, ideas, know-how, research results, data or other materials which have been or are originated, developed, licensed, purchased, or acquired by Cognizant or its Affiliates or Subcontractors (collectively, “Cognizant Proprietary Intellectual Property”); which constitutes Cognizant Confidential Information. Client agrees that Cognizant Proprietary Intellectual Property and Residual Information, any derivatives of Cognizant Proprietary Intellectual Property or Residual Information, is the sole property of Cognizant (or its licensors) and that Cognizant (or its licensors) will retain sole and exclusive title to and ownership thereof. If any Cognizant Proprietary Intellectual Property owned by Cognizant is embedded in a Deliverable, Cognizant grants to Client a worldwide, royalty free, non-exclusive, transferable, perpetual license to use, modify, execute and perform such Cognizant Proprietary Intellectual Property as a functional element of the applicable Deliverable, subject to any additional terms or limitations set forth in the applicable Statement of Work, and provided that no portion of the Cognizant Proprietary Intellectual Property is separated or unbundled from the applicable Deliverables or used as a stand-alone product or development tool. Except as expressly provided in the foregoing sentence, nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or under any Cognizant Proprietary Intellectual Property (whether by estoppel, implication or otherwise). Any license to Cognizant Proprietary Intellectual Property that is not embedded in Deliverables or that is commercially available will be pursuant to a separate license agreement between Client and Cognizant (or its licensor).
5.4 Client Provided IP and Third Party Items. Client grants Cognizant and its Subcontractors a non-exclusive, paid-up license to use, execute, reproduce, distribute, and prepare derivative works of Client software and third party software licensed to Client as reasonably required to perform Services. Cognizant shall obtain Client’s prior written consent before embedding in Deliverables or installing in Client’s environment any proprietary third party tools or applications. If any third party tools, applications, utilities and cloud infrastructure are distributed, resold, or provided to Client in connection with this Agreement (collectively, “Third Party Items”), such Third Party Items shall be provided AS-IS and may be made available to Client under a separate agreement between Client and the licensor of the Third Party Item or made available to Client by Cognizant under a separate agreement or pass-through terms set forth in an SOW, which shall apply to the relevant Third Party Item(s) in lieu of any of the terms of this Agreement. Notwithstanding anything to the contrary herein, Client’s use of each open-source component incorporated by Cognizant into a Deliverable will be governed by, and is subject to the terms and conditions of the applicable open-source license.
5.5 Installation of Tools. Cognizant may use certain Cognizant owned or licensed Tools (the “Tools”), including those set forth in the applicable SOW in connection with its performance of the Services. The Tools are Cognizant Proprietary Intellectual Property and are not part of any Deliverable. As between Cognizant and Client, Cognizant is the sole owner of the Tools, together with all modifications, enhancements and changes to the Tools and the information generated by DRAFT
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any of the foregoing. Client consents to Cognizant’s installation of the Tools onto Client’s systems. Only Cognizant may install, configure, control, or grant access to the Tools. Client agrees that Cognizant may uninstall and remove the Tools at any time, and that the consent set forth in this paragraph is not a software license or subscription agreement. Cognizant will use the Tools as installed on Client’s systems solely to perform the Services for Client.
6. CONFIDENTIAL INFORMATION.
6.1 Confidentiality Obligations. For a period of three (3) years from the date of disclosure of the applicable Confidential Information (as hereinafter defined), Client and Cognizant (including any of Cognizant’s Subcontractors) shall each (i) hold the Confidential Information of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other Party for any purpose whatsoever except as expressly contemplated under this Agreement or any Statement of Work. Except with the express written consent of the other Party, each Party shall disclose the Confidential Information of the other Party only to those of its and its affiliates’ employees, officers, directors, subcontractors, agents or representatives having a legitimate need to know the information for the purposes of this Agreement (“Representatives”) and shall take all reasonable precautions to ensure that such Representatives comply with the provisions of this Section 6.1.
6.2 Definition. The term “Confidential Information” shall mean any and all information or proprietary materials other than Personal Information (as defined in Exhibit A attached hereto) (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either Party (the “disclosing party”) to the other (the “receiving party”) in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and customer lists or requirements.
6.3 Exceptions. The obligations of either Party under Section 6.1 will not apply to information (other than Personal Information) that (i) was in the receiving party’s possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by the receiving party, or (iv) is independently developed by the receiving party without regard to the Confidential Information of the disclosing party. In addition, the receiving party may disclose Confidential Information as required to comply with applicable law, court order, or binding orders of governmental entities that have jurisdiction over it; provided that the receiving party (a) gives the disclosing party reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy, (b) discloses only such Confidential Information as is required by the governmental entity, and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
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7. DATA PROTECTION
7.1 Data Protection. If and to the extent that the Services require Cognizant to process Client’s Personal Information, the Parties shall abide by the terms set forth under Exhibit A attached hereto.
8. INDEMNIFICATION.
8.1 Intellectual Property Rights Indemnity. Cognizant and Client (in such case, the “indemnifying party”) each agree to indemnify and hold harmless the other (in such case, the “indemnified party”) from and against any costs and damages awarded against the indemnified party by a court pursuant to a final judgment as a result of, and defend the indemnified party against, claims of infringement of a U.S. patent or registered copyright or misappropriation of any trade secret related to a Deliverable (in the case of indemnification by Cognizant) or any claim relating to Cognizant’s possession, use or modification of any software, documentation, data or other property provided by Client (in the case of indemnification by Client).
8.2 Intellectual Property Rights Exclusions. Cognizant shall have no obligation under Section 8.1 or other liability for any infringement or misappropriation claim resulting or alleged to result from: (i) modifications made other than by Cognizant, (ii) use of the Deliverables other than for Client’s internal purposes or in combination with any equipment, software or material not approved or provided by Cognizant, (iii) Client’s use or incorporation of materials not provided by Cognizant, (iv) the instructions, designs or specifications provided or approved by Client; (v) any software or other materials furnished by any third party; or (vi) Client’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement.
8.3 Infringement Remedies. In the event of an infringement or misappropriation claim as described in Section 8.1 above arises, or if Cognizant reasonably believes that a claim is likely to be made, Cognizant, at its option and in lieu of indemnification, may: (i) modify the applicable Deliverables so that they become non-infringing but functionally equivalent; or (ii) replace the applicable Deliverables with material that is non-infringing but functionally equivalent; or (iii) obtain for Client the right to use such Deliverables upon commercially reasonable terms; or (iv) remove the infringing or violative Deliverables and refund to Client the fees received for such Deliverables that are the subject of such a claim based on a five (5) year straight line depreciation. This Section 8 sets forth the exclusive remedy and entire liability and obligation of each Party with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.
8.4 Personal Injury and Property Damage Indemnity. Cognizant and Client each agree to indemnify, defend and hold harmless the other from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of third party claims for bodily injury or damage to real or tangible personal property, not including software, data, and documentation, to the extent caused directly and proximately by the gross negligence or willful misconduct of the indemnifying party, its employees or agents.
8.5 Indemnification Procedures. The obligations to indemnify, defend and hold harmless set forth above in this Section 8 will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based and will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the DRAFT
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indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim or action without the prior written consent of the indemnified party; and (iii) cooperates with the indemnifying party, at the indemnifying party’s cost and expense in the defense or settlement thereof. The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.
9. STANDARD OF CARE AND WARRANTY.
9.1 Standard of Care. Cognizant warrants that its Services will be performed in a good, timely, thorough, and workmanlike manner, in accordance with this Agreement and in a manner consistent with the same degree of skill and care ordinarily exercised by professionals performing similar services in the same locality or industry, at the same site, and/or under the same or similar circumstances and conditions. Cognizant shall be responsible for the professional and technical accuracy and the coordination of all work furnished under this Agreement as further set forth in the associated Statement of Work. Cognizant shall furnish appropriate qualified and competent professional services for each aspect and task for which it is assigned per the Statement of Work . Notwithstanding any provision to the contrary, the Client’s review, approval, testing, acceptance or payment for any of the Deliverables, Services, equipment, and/or materials furnished shall not be construed to operate as a waiver of any rights under this Agreement or any cause of action arising out of the performance of this Agreement. Without limiting the generality of other provisions of this Agreement, if any aspect of Cognizant’s performance fails to comply with applicable law or a Statement of Work due to Cognizant’s negligence, Cognizant shall make all necessary corrections at no cost to the Client.
9.2 Limited Warranty. Cognizant warrants the following:
9.2.1 the Professional Services performed will substantially conform to any applicable requirements set forth in the Statement of Work for a period of forty-five (45) days (the “Warranty Period”) following performance of such Professional Services; and
9.2.2 during the Warranty Period, the Deliverable(s) will materially conform to the corresponding product specifications set forth in the applicable Statement of Work for such Deliverable.
9.3 Remedies. Cognizant does not warrant that any Deliverable will operate uninterrupted or error-free, provided that Cognizant shall remain obligated pursuant to this Section 9. In the event that any Deliverable or Service fails to conform to the foregoing warranty in any material respect, the sole and exclusive remedy of Client will be for Cognizant, at its expense, to promptly use commercially reasonable efforts to cure or correct such failure. The foregoing warranty is expressly conditioned upon (i) Client providing Cognizant with prompt written notice of any claim thereunder prior to the expiration of the applicable Warranty Period, which notice must identify with particularity the non-conformity; (ii) Client’s full cooperation with Cognizant in all reasonable respects relating thereto, including, in the case of modified software, assisting Cognizant to locate and reproduce the non-conformity; and (iii) with respect to any Deliverable in its final form, the absence of any alteration or other modification of such Deliverable by any person or entity other than Cognizant unless otherwise permitted by Cognizant through the Deliverable development, review, and acceptance process..
9.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.1 AND 9.2
COGNIZANT DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR DRAFT
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CONDITION OF ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR
CONDITION BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE.
9.5 Responsibility of Client. In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is determined not to be Cognizant’s responsibility hereunder (including any problem with Client’s third party vendors, Client’s computer hardware or software that was not caused by any Services performed by Cognizant), Client may be held responsible to pay Cognizant for all reasonable and documented costs incurred for all evaluation, correction or other services performed by Cognizant relating to such claim on a time and materials basis at Cognizant’s then standard billing rates.
10. LIMITATION OF LIABILITY AND REMEDIES.
10.1 Exclusion of Damages. In no event shall either Party be liable to the other Party or any other person or entity for any lost profits, special, exemplary, indirect, incidental, consequential or punitive damages or liabilities, or for any costs (including transition costs) associated with procuring substitute or replacement services, of any kind or nature whatsoever (collectively, “Indirect Damages”), whether in an action based on contract, warranty, strict liability, tort or otherwise, even if such Party has been informed in advance of the possibility of such Indirect Damages or such Indirect Damages could have been reasonably foreseen by such Party.
10.2 Total Liability. In no event shall Cognizant’s liability to Client or any other person or entity arising out of or in connection with this Agreement or the Services exceed, in the aggregate, the greater of: (i) total fees paid by Client to Cognizant for the particular Service or Deliverable with respect to which such liability relates (or in the case of any liability not related to a particular portion of the Services, the total fees paid by Client to Cognizant under the applicable Statement of Work) in the twelve (12) month period preceding the last act or omission giving rise to any such liability, whether such liability is based on an action in contract, warranty, strict liability or tort (including, without limitation, negligence) or otherwise; or (ii) $4,000,000.00,. The limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
11. EMPLOYEES.
11.1 No Employee Relationship. Neither Party’s personnel shall be deemed to be employees of the other Party. Each Party and its Affiliates shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen’s compensation and any similar taxes associated with employment of its personnel. A Party’s employees shall not be entitled to any benefits paid or made available by the other Party to its employees. The parties agree that Cognizant shall act as an independent contractor and not as an officer, employee, or agent of Client.
11.2 Non-Solicitation Obligations. During the term hereof and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, solicit for employment or employ, or accept services provided by, (i) any employee of the other Party (including employees of Cognizant’s Affiliates); or (ii) any former employee of the other Party (including former employees of Cognizant’s Affiliates) who performed any work in connection with or related to the Services.
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11.3 Subcontractors and Third-Party Providers. In addition to the right to engage Affiliates to provide Services as specified hereunder, Cognizant may engage non-Affiliate third parties which will be responsible for providing a portion of the Services that Cognizant provides to Client (such as field services and end user support) where such services are not dependent on a product being provided by such third party (“Subcontractors”), provided that such Subcontractors are bound to perform such obligations as if such obligations were being performed by Cognizant.
Cognizant will not subcontract any services under this Agreement without Client’s prior written consent, which shall not to be unreasonably withheld. In the event of the proposed or actual use of a Subcontractor, in no event shall the costs under an applicable Statement of Work increase as a result of the use of a Subcontractor unless specifically authorized in advance by Client..
Cognizant may also (i) engage vendors providing equipment or software (and services in support of such equipment or software) to support the provision of Services and/or (ii) subcontract for third party services or products that are not principally dedicated to performance of Services for the Client, which are not material to a function constituting a part of the Services, do not result in a material change in the way Cognizant conducts its business, or are composed of small scale temporary labor (collectively, “Third Party Providers”). For the avoidance of doubt, Third Party Providers shall not be deemed “Subcontractors” as such term is defined under this Section 11.3.
Cognizant may engage such Third Party Providers pursuant to such Third Party Providers’ standard terms and conditions. In the event Client seeks to engage directly with such Third Party Provider, Client shall have an opportunity to review and may agree in writing to be bound by the Third Party Providers’ standard terms and conditions to the extent necessary, if at all, for Client to (iii) be able to use the relevant Third Party Provider’s product or services in connection with its receipt of the Services and/or (iv) make use of any of the Services supported by such Third Party Provider’s product/services. No engagement of Subcontractors or Third Party Providers hereunder will relieve Cognizant from any of its obligations under this Agreement.
11.4 Nondiscrimination. To the extent applicable to Services under this Agreement, Cognizant shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
12. TERM AND TERMINATION.
12.1 Term. The Agreement is effective as of the date on the Agreement and shall continue in effect for an initial term ending three years thereafter. The Agreement shall thereafter continue in effect for successive one-year terms, unless not later than sixty (60) days prior to the end of the then-current term, either party shall notify the other that the Agreement shall expire, in which event the Agreement shall expire on the last day of the then-current term (except with respect to any Statement of Work for which the term set forth in such Statement of Work has not yet been completed, which Statement of Work shall continue until expiration or termination).
12.2 NON-APPROPRIATION; TERMINATION OR SUSPENSION. The terms of this Agreement are contingent upon sufficient appropriations and authorization by Client for the performance of this Agreement. If sufficient appropriations and authorizations are not made by Client, this agreement shall terminate upon thirty (30) days written notice by Client to Cognizant.
Client’s decision as to whether sufficient appropriations are available shall be accepted by Cognizant upon reasonable evidence, and, shall be final. Client agrees that it will seek funding in DRAFT
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good faith and agrees it will not use non-appropriations solely as a means to acquire functionally equivalent products or services from a third party. Upon termination Client will remit all undisputed amounts due and all costs reasonably incurred through the date of termination. Nothing herein shall be construed as a waiver of Client’s rights or obligations either within this Agreement or under law.. This Agreement may be terminated in whole or in part by either Party (the “nonbreaching party”) upon written notice to the other Party if any of the following events occur by or with respect to such other Party (the “breaching party”): (i) the breaching party commits a material breach of any of its obligations hereunder and fails to cure such breach within thirty (30) days after receipt of notice of such breach or fails to reach an agreement with the non-breaching party regarding the cure thereof; or (ii) any insolvency of the breaching party, any filing of a petition in bankruptcy by or against the breaching party, any appointment of a receiver for the breaching party, or any assignment for the benefit of the breaching party’s creditors. Further, the Parties may terminate this Agreement, in writing, if a breach has not been remedied to the non-breaching Party’s reasonable satisfaction. In addition to any right to terminate as provided in this Agreement, the Parties agree that in connection with any dispute for which Client withholds the payment of charges pursuant to this Agreement, if the total amount being disputed (other than amounts in dispute resulting from clear billing errors of Cognizant), plus any amount that is undisputed but past due and any interest that has accrued thereon, exceeds the amount of fees billed by Cognizant in the then-prior three-month period (the “Disputed Amount”), Cognizant may, without liability to Client or its Affiliates, with at least 30 days’ prior written notice to Client, suspend the further delivery of Services that are not paid for in advance until all payment disputes are resolved using the dispute resolution process set forth in this Agreement. If Client pays the Disputed Amount, Cognizant shall promptly recommence performance of the Services and all Cognizant timing obligations and delivery commitments under this Agreement and/or each applicable SOW shall be extended by the number of days between the date of suspension and the date Cognizant recommences performance of the relevant Services. Client may terminate this Agreement during its term at any time for any reason by giving written notice to Cognizant not less than thirty (30) business days prior to the termination date. Prior to any such termination being effective, Client will provide an opportunity for a meeting with Cognizant to discuss alternatives to termination, if any. In the event of termination for convenience, Client will pay Cognizant for all undisputed fees and expenses related to the Services Client has received, or Cognizant has incurred or delivered, prior to the effective date of termination.
12.3 Payment upon Termination. Upon termination, Cognizant will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress).
In no event shall the dollar amount to be paid upon termination exceed a total of the maximum contracted amount and any additional amount provided for by amendment(s) or SOWs. In the event of termination of this Agreement, in whole or in part, by either Party pursuant to this Section 12, Cognizant will also be entitled to recover those reasonable costs incurred in anticipation of performance of the Services to the extent they cannot reasonably be eliminated.
12.4 Survival. In the event of termination or upon expiration of this Agreement, Sections 3, 5, 6, 8, 9 (subject to the expiration of any warranty period), 10, 11, 12, and 13 hereof will survive and continue in full force and effect.
13. MISCELLANEOUS.
13.1 Governing Law. This Agreement will be governed by the laws of the State of California, without reference to the principles of conflicts of law. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any State having DRAFT
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jurisdiction. In addition, the provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13.2 Dispute Resolution.
13.2.1 Informal Negotiations. In the event of any dispute, controversy, or claim of any kind arising out of or relating in any way to this Agreement or the breach thereof (each a “Dispute”), prior to filing a notice of arbitration, the Party claiming a Dispute shall send a written notice to the other Party describing the basis for the Dispute and the requested remedy, and inviting the other Party to have its executive confer with a named executive of the claiming party to attempt to negotiate a resolution.
The claiming Party may file the notice of arbitration in accordance with the Rules (defined below) after the executive conference is completed, if the invitation to confer is declined, or if, within ten (10) business days after the Dispute notice is delivered, there is no response to the invitation or the Parties are unable to schedule the conference.
13.2.2 Arbitration. Subject only to Section 13.2.4 below, any Dispute that is not settled through the negotiation process required under Section 13.2.1, shall be settled by final and binding arbitration administered by the International Centre for Dispute Resolution under the International Dispute Resolution Procedures – International Arbitration Rules (available at WWW.ICDR.ORG) (the “Rules”). The Parties waive any right to mediate a Dispute and any mediation provisions contained in the Rules shall not apply.
13.2.3 Arbitration Process. In-person hearings or meetings with the arbitrator(s) shall be held in Oakland, California and the seat of the arbitration shall be Oakland, California. The sole arbitrator, or the presiding arbitrator in the case of a threearbitrator panel, shall either be a retired judge or a lawyer with at least ten (10) years of experience in information technology matters. Each award shall include written findings of fact and conclusions of law and shall be final and binding, except that if the arbitration is conducted by a single arbitrator and US$10,000,000 or more in damages are awarded against a Party (exclusive of interest, attorneys’ fees, and arbitration fees and costs), that Party may appeal the award to a panel of three arbitrators pursuant to the Optional Appellate Arbitration Rules of the American Arbitration Association. To the extent permitted by law, the existence of a Dispute or the content or result of any award shall constitute the Confidential Information of both parties and the parties shall require that the arbitrator of any Dispute be bound to maintain the confidentiality of such Confidential Information.
All informal and formal negotiations between the Parties regarding a Dispute shall be treated as compromise and settlement negotiations under applicable rules of evidence and no written or oral statements of position or offers of settlement made during the informal or formal Dispute resolution procedures shall be offered into evidence for any purpose, or constitute an admission or waiver of rights by either Party.
13.2.4 Access to Courts. Either Party may at any time apply to a court with appropriate jurisdiction only to (a) seek interim or provisional relief necessary to protect its rights or property pending the resolution of a Dispute in accordance with these DRAFT
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procedures, including injunctive relief and specific performance, or (b) enter or enforce any final and binding arbitration award.
13.3 Binding Effect and Assignment. Neither Party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party, except either Party may, upon prior written notice to the other Party (but without any obligation to obtain the consent of such other Party), assign this Agreement or any of its rights hereunder to any Affiliate of such Party, or to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such Party, if such entity agrees in writing to assume and be bound by all of the obligations of such Party under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assignees.
13.4 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.
13.5 Notices. All notices required by this Agreement will be given in writing to the other Party and delivered by registered mail, international air courier, facsimile, or the equivalent. Notices will be effective when received as indicated on the facsimile, registered mail, or other delivery receipt.
All notices will be given by one Party to the other at its address stated on the first page of this Agreement unless a change thereof previously has been given to the Party giving the notice.
13.6 Amendments and Waivers. This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. No waiver by either Party of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by either Party with respect to any default, misrepresentation, or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
13.7 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force.
13.8 Counterparts. This Agreement and each Statement of Work may be executed in several counterparts and by facsimile signature, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the Parties with the same effect as if all the signatures were upon the same instrument. A telecopy signature shall be as legally effective as an original signature.
13.9 Entire Agreement. This Agreement and all Statements of Work attached hereto constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other prior or contemporaneous communications between the Parties relating to the subject matter herein.
13.10 Press Releases and Announcements. Either Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing party shall use reasonable efforts to advise the other Party and provide it with a copy of the proposed disclosure prior to making the disclosure).
13.11 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
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13.12 Consents and Approvals. Except where expressly provided as being in the discretion of a Party, where approval, acceptance, consent or similar action by either Party is required under this Agreement or the applicable Statement of Work, such action shall not be unreasonably withheld or delayed.
IN WITNESS WHEREOF, Cognizant and Client have caused this Agreement to be signed and delivered by their duly authorized officers, all as of the date first herein above written.
COGNIZANT WORLDWIDE LIMITED
Signature:
Print Name:
Title:
CITY OF SAN LEANDRO
Signature:
Print Name:
Title: _______________________________
Solely for the purpose of acknowledging that CTS US may perform local services in the United States of America in accordance with Section 1.1:
COGNIZANT TECHNOLOGY SOLUTIONS U.S. CORPORATION
Signature:____________________________
Print Name:____________________________
Title:_________________________________
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EXHIBIT A
DATA PROTECTION AGREEMENT
This Data Protection Agreement (this “DPA”), is entered into by and between Cognizant Worldwide Limited (collectively with its Affiliates, “Cognizant”) and City of San Leandro (“Client”) (each a “Party” and collectively, “Parties”), pursuant to the terms and conditions of the Master Services Agreement (the “Agreement”) effective July 17, 2024 between the Parties.
General Data Protection Terms
1. Introduction.
1.1. Order of Precedence. This DPA is part of the Agreement, and the terms of this DPA are in addition to, and not in lieu of, the terms in the Agreement. Other than with respect to the limitations of liability set forth in the Agreement, which shall govern and control in all cases, the terms of this DPA shall prevail over any conflicting terms in the Agreement’s other sections.
2. Definitions.
2.1. In this DPA:
a. “Access” or “Accessing” means to access, view, alter, use, process, transfer, store, host, disclose, erase, destroy, or dispose of Protected Data, and includes any operation or set of operations performed upon Protected Data, whether or not by automated means.
b. “Applicable Laws” means the privacy, data security, and data protection laws, directives, regulations, orders, and rules in the jurisdiction(s) applicable to the Cognizant and/or the Services provided under the Agreement. c. “Applicable Standards” means government standards, industry standards, and commercially reasonable practices related to privacy, data security or data protection that are applicable to Cognizant and the Services provided under the Agreement, or such other standards as otherwise agreed to by the Parties and specifically set forth in an applicable Statement of Work or other written agreement. d. “Authorized Person(s)” means the individual(s) to whom Client or Cognizant has granted Access to Protected Data.
e. “Employee Personal Data” means the Personal Information of the personnel of Cognizant, Cognizant’s Affiliates, or Cognizant subcontractors or other representatives.
f. “European Data Protection Legislation” means: Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection Regulation”), including any applicable delegated acts adopted by the European Commission and any DRAFT
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applicable national legislation made under or otherwise adopted by member states of the EEA (defined below), Switzerland, or the UK pursuant to specific rights or powers contained within the General Data Protection Regulation and all other applicable legislation in the EEA, Switzerland, and the UK relating to the protection of Personal Information.
g. “include” or “including” means including but not limited to. h. “Personal Data” means: any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person. i. “Personal Information” means: (i) information relating to an identified or identifiable individual in any form or medium; (ii) information related to an identified or identifiable individual that is protected under Applicable Law (including Personal Data); or (iii) information that is not specifically about an identified or identifiable individual but, when combined with other information, may identify an individual. In the event that the definition of Personal Information in this DPA is inconsistent with a definition of Personal Data, Personal Information, or similar concept under an Applicable Law, then the definition of such concept under the Applicable Law shall prevail solely to the extent of the inconsistency.
j. “Protected Data” means the Personal Information to which Client has granted Cognizant access for the performance of Cognizant’s obligations under the Agreement.
k. “Security Incident” means the unauthorized or unlawful destruction, loss, alteration, or disclosure of Protected Data caused by Cognizant’s breach of this DPA. Security Incidents will not include unsuccessful attempts to Access Protected Information or to interfere with system operations in an information system, such as “scans” or “pings” on a firewall.
l. “Security Standards” has the meaning set forth in Section 5 of this DPA.
2.2. All capitalized terms that are not expressly defined in this DPA will have the meaning given to them in the Agreement. All examples are illustrative and not the sole or exclusive examples of a particular concept.
3. General Obligations.
3.1. Compliance. Cognizant agrees that, during the period in which Cognizant has been given Access to Protected Data, it will comply with its obligations under Applicable Laws.
Cognizant will provide commercially reasonable information, assistance, and cooperation regarding the processing of Personal Information as Client may reasonably require to enable Client to comply with Applicable Laws, including (when required by Applicable Laws) assisting Client (at Client’s expense) with its security, notification, communication, recordkeeping, and reporting obligations under Applicable Laws.
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3.2. Purpose Limitation. Cognizant agrees that it will Access Protected Data: (i) in accordance with the lawful, written instructions of Client (provided such instructions are reasonable and provided that Client shall be responsible for any material costs incurred by Cognizant in order to comply with such documented instructions); (ii) for the proper management and administration of Cognizant or to carry out Cognizant’s legal responsibilities under Applicable Laws; and (iii) to fulfill its obligations under the Agreement and the relevant Statement(s) of Work.
3.3. International Transfers of Personal Information. When applicable, and where required by Applicable Laws, the Parties agree to execute appropriate data transfer agreements to ensure the lawfulness of cross-border transfers of Personal Information.
3.4. Duty of Confidentiality. Cognizant agrees that Authorized Persons to whom Cognizant has granted Access to Protected Information will be subject to a duty of confidentiality (whether such duty is contractual, statutory, or otherwise).
3.5. Individual Rights. Cognizant will reasonably assist the Client to fulfill or resolve an individual’s request for access to his or her Personal Information, including with respect to a request from a data subject to exercise any of his or her rights under Applicable Laws (including the rights of access, correction, blocking, objection, erasure and data portability, as applicable). If Cognizant receives such a request directly from the individual(s), Cognizant will promptly inform Client of the request.
3.6. Prohibited Personal Information. Client will not provide Cognizant with Access to Personal Information that contains any special categories of Personal Data or information related to criminal convictions and offenses that are not expressly disclosed in the relevant SOW(s).
4. Obligations for Special Categories of Personal Information.
4.1. European Data Protection Requirements. If Cognizant or a Cognizant Affiliate: (i) is established within the European Economic Area (“EEA”), Switzerland, or the UK and processes Personal Data of EEA or UK data subjects on behalf of Client or a Client Affiliate as part of the Services; (ii) processes Personal Data on behalf of a Client Affiliate established in the EEA, Switzerland, or the UK as part of the Services; or (iii) processes the Personal Data of data subjects located in the EEA, Switzerland, or the UK on behalf of the Client or a Client Affiliate as part of the Services, then the Parties will enter into additional EU-specific data privacy terms with respect to the Services that involve processing of such Personal Data.
4.2. HIPAA. If and to the extent Cognizant has Access to Protected Health Information as defined at 45 C.F.R. §160.103 (“PHI”) subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), then the Parties shall enter into a mutually agreeable Business Associate Agreement subject to the provisions of the Agreement.
5. Security Standards.
5.1. Minimum Security Standards. Cognizant agrees to implement and maintain commercially reasonable and appropriate administrative, technical, organizational, and physical controls designed to provide a level of security appropriate to the risk and to protect the confidentiality, integrity, and availability of Protected Data (“Security DRAFT
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Standards”), including: (i) controls designed to secure facilities, infrastructure, data centers, servers, hard copy files, systems, equipment, applications, and devices used to Access Protected Data, including controls to monitor, prevent, detect, and respond to Security Incidents; (ii) policies and practices limiting Access to Protected Data only to Authorized Persons; and (iii) procedures to regularly assess and evaluate the effectiveness of the Security Standards.
5.2. Training. Cognizant will provide privacy and security training for all Authorized Persons who Access Protected Data.
5.3. Client Responsibility for Employee Personal Data. To the extent that Client has Access to Employee Personal Data, Client shall implement and maintain, in compliance with Applicable laws, a data privacy and security program to protect Employee Personal Data to a standard materially the same as those required of Cognizant hereunder. Client shall collect only the minimum necessary amount of Employee Personal Data to comply with Client’s obligations under Applicable Laws.
6. Return and Disposal of Protected Data. Upon the earlier of Client’s written request or termination or expiration of the Agreement, Cognizant will securely destroy or, at Client’s expense, return the Protected Data in accordance with Client’s reasonable written instructions. Cognizant agrees to return or destroy Protected Data within ninety (90) days of receipt of Client’s written request or expiration or termination of the Agreement, as applicable; provided, however, that Cognizant may retain copies of Protected Information that Cognizant is legally required to retain, subject to a continued obligation to hold the same in confidence in accordance with this Agreement.
7. Security Incident Response.
7.1. Security Incident Response Program. Cognizant will maintain an incident response program in compliance with Applicable Laws to respond to Security Incidents.
7.2. Notice, Investigation, and Remediation. In the event of a Security Incident, Cognizant will notify Client without undue delay (and in no event more than seventy-two (72) hours after confirmation of the Security Incident). This notification will include, to the extent know at the time notice is sent: (i) a description of the Security Incident; (ii) the categories and types of Protected Data affected; and (iii) if applicable, the categories and number of data subjects and individual records affected. Additionally, Cognizant will promptly investigate and remedy the Security Incident, take commercially reasonable steps to mitigate the effects of the Security Incident and to prevent further Security Incidents, and take other actions required of it by Applicable Laws.
7.3. No Unauthorized Statements. Except as required by Applicable Laws, neither Party will make public statements concerning a Security Incident that references or identifies either Party, unless both Parties have provided express written consent for any such statement prior to its release.
8. Change in Law. If an Applicable Law becomes effective after the execution of this DPA and is inconsistent with the terms of this DPA or otherwise requires the Parties to amend this DPA or change the Services, the Parties agree to enter into good faith negotiations to make required changes to the Security Standards, the Services, and/or to amend this DPA or the Agreement.
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9. Survival. Cognizant’s obligations under this DPA will survive termination or expiration of the Agreement and/or completion of the Services solely to the extent Cognizant is required to Access Protected Data.
IN WITNESS WHEREOF, Cognizant and Client have caused this DPA to be signed and delivered by their duly authorized officers, all as of the date first herein above written.
COGNIZANT WORLDWIDE LIMITED
Signature:
Print Name:
Title:
CITY OF SAN LEANDRO
Signature:
Print Name:
Title: ______________________________
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report
Statement of Work
Workday Deployment Services
Preparation Date: May 9, 2024
Prepared For:
City of San Leandro
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 2
STATEMENT OF WORK
FOR
WORKDAY DEPLOYMENT SERVICES
This Statement of Work (“SOW”) is made effective on the 14th day of October 2024 (the “SOW Effective Date”) by and between City of San Leandro (“Client”), having its principal place of business at 835 East 14th Street, San Leandro, CA 94577 and Collaborative Solutions, LLC, a limited liability company (“CSLLC”), an Affiliate of Cognizant Worldwide Limited (“Cognizant”), having its principal place of business at 300 Frank W Burr Boulevard, Suite 36, 6th Floor, Teaneck, NJ 07666 for Services scheduled to begin on October 14, 2024 (“Start Date”) and expected to end on August 7, 2026.
This SOW, together with the Agreement, sets out the terms pursuant to which CSLLC will provide certain Services, as further described below. This SOW is being entered into in connection with and subject to the terms and conditions contained in the [INSERT AGREEMENT NAME] by and between Cognizant and Client dated as of [AGREEMENT EFFECTIVE DATE] (the “Agreement”). All capitalized terms used herein that are not otherwise defined shall have the same meaning as ascribed to such terms in the Agreement.
1.0 Scope of Work (“Scope”)
The Scope set out below describes the limits of the implementation in terms of organization, functionality, data conversion, integrations, reports, change management, and training which will be a part of the project. This Scope is mutually agreed upon by CSLLC and the Client using the requirements documents provided in the Request for Proposal (“RFP”) process as a baseline.
1.1 Organization Scope
1.1.1 Person Population
Population Type Count
Active Employees Up to five hundred and fifty (550)
Contingent Workers Active at time of conversion
Terminated Workers Active in current year
Retirees Up to one hundred (100)
Region Countries
North America United States of America
1.1.2 Language: All communication, documentation, data, and Deliverables will be in English.
1.1.3 Currency: United States Dollars (“USD”).
1.1.4 Security: Single sign-on and activation of Workday Factory delivered security groups.
1.2 Functionality Scope
The following functional areas will be configured within the Workday application. This project is being deployed using CSLLC’s Cynergy methodology.
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 3 Functional Area Location Scope Phase
HUMAN CAPITAL MANAGEMENT (“HCM”)
HCM: Core United States of America One (1)
Compensation: Core (included with HCM) United States of America One (1) Benefits, including Workday Cloud Connect United States of America One (1) Talent & Performance Management United States of America One (1) Learning Management United States of America One (1)
Absence Management (included with HCM) United States of America One (1) Time Tracking United States of America One (1)
Payroll United States of America One (1)
FINANCIALS
Core Financial Management, Accounting, and
Finance
United States of America Two (2)
Financial Accounting* United States of America Two (2)
Budgets* United States of America Two (2)
Banking and Settlement* United States of America Two (2) Procurement United States of America Two (2)
Strategic Sourcing United States of America Two (2)
Supplier Accounts* United States of America Two (2)
Business Assets* United States of America Two (2)
Revenue Management* United States of America Two (2)
Project and Work Management United States of America Two (2) Grants Management United States of America Two (2)
Financial Planning United States of America Two (2)
CROSS-FUNCTIONAL
Prism (Optional – see Section 7.0) United States of America Two (2) Mobile Solutions United States of America One (1) & Two (2) Employee Self-Service United States of America One (1) & Two (2) Manager Self-Service United States of America One (1) & Two (2) *Included with the Workday Core Financial Management Workday “SKU” Configuration of the functional areas above will be limited to the functionality Scope contained in Appendix D of this SOW.
1.3 Data Conversion Scope
Phase One (1) - Four (4) tenant builds are included in the Scope of this SOW. The Configuration tenant build will be built on top of the foundation recipe and Foundation Data Model (“FDM”). The Client specific configuration will be built iteratively on top of that baseline.
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 4 Legacy data loads will be split into three (3) separate groups, aligned with each Workset, and loaded during the Configuration tenant build. Data will be converted into Workday during each of the conversion cycles without data scrambling or masking. Data scrambling or masking is not included in the Scope of this SOW, with the exception of email addresses for all person types which will be masked until the Gold/Pre-Production build. The tenant builds for this phase include:
• Foundation tenant becomes the Configuration tenant, which consists of up to three (3) Workset data loads
• End-to-End tenant
• Parallel tenant used for payroll Parallel Testing
• Gold/Pre-Production tenant
Phase Two (2) - Three (3) tenant builds are included in the Scope of this SOW. Data from Client's copy of current Production systems will be converted into Workday during each of the conversion cycles without data scrambling or masking. Data scrambling or masking is not included in the Scope of this SOW, with the exception of email addresses for all person types which will be masked until the Sandbox build. The data load cycles for this phase include:
• Configuration tenant (the configuration tenant consists of up to three (3) Workset data loads)
• End-to-End tenant
• Sandbox tenant in preparation for Move-to-Production (Production tenant will reuse the Sandbox tenant data)
The data conversion Scope is further detailed in Appendix E. Cynergy data validation reports will be provided as a starting point for data conversion files. Minor modifications will be necessary for Client specific requirements of additional data points; however, any additional changes to the delivered reports are considered out-of-Scope.
1.4 Interfaces/Integrations Scope
The integrations listed in Appendix B are included in the Scope of the project. Below is a summary of the integration counts.
Phase One (1): HCM and Payroll
Integrations Owner Cloud
Connect
Enterprise Interface
Builder/Document
Transformation Service
Workday
Studio
Other
CSLLC Ten (10) Three (3) Eight (8) One (1)
Client Zero (0) Six (6) Zero (0) Zero (0)
Phase Two (2): Financials
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 5 Integrations Owner Cloud
Connect
Enterprise Interface
Builder/Document
Transformation Service
Workday
Studio
Other
CSLLC Three (3) Zero (0) Two (2) Four (4)
Client Zero (0) Two (2) Zero (0) Zero (0)
1.5 Report Scope
All Workday delivered standard reports associated with the Scope listed in Section 1.2 are included in the Scope of the project. If CSLLC has included additional hours of assistance for additional custom reporting support and training as part of CSLLC's estimate, it will be identified in the Pricing section of this SOW. The forty (40) hours in Phase One (1) and forty (40) hours in Phase Two (2) that are identified for custom reporting support are inclusive of design discussions, requirements gathering, development and Knowledge Transfer (“KT”).
Any specific custom reports listed in Appendix B are included in the Scope of the project.
1.6 End User Organizational Change & Training (“OC&T”) Scope (Optional – see Section
7.0)
As they relate to the applications, areas, and events specified in Sections 1.1 and 1.2 above, CSLLC will complete Organizational Change Management and Training Services. Specific Services and tasks to be performed by CSLLC and the Client are detailed in Section 2.0 below. All OC&T activities, communication, materials, and Deliverables will be conducted and/or produced in English.
2.0 Services and Responsibilities
This section identifies the Services to be performed by CSLLC and the responsibilities of Client.
Stage CSLLC Services Client Responsibilities
Strategy • Assemble the CSLLC project team for
Strategy stage
• Conduct Strategy planning sessions
• Participate in weekly project meetings
• Jointly schedule Strategy workshops
• Deliver executive summary readout
• Conduct Strategy map sessions
• Conduct project governance and decisionmaking model session and define governance model
• Assemble the Client project team for
Strategy stage
• Attend Strategy planning sessions
• Attend weekly project meetings
• Jointly schedule Strategy workshops
• Attend Strategy stage workshops and
complete post-work
•
• Assess Production readiness
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 6 Stage CSLLC Services Client Responsibilities
• Conduct data conversion readiness
session
• Conduct foundation data readiness
sessions
• Conduct job architecture readiness
sessions
• Conduct production governance model
session
• (Optional – see Section 7.0) Conduct
OC&T persona workshop to review
standard persona cards for the following
four (4) areas (as reflected in project
Scope)
o Employee
o Manager
o Human resources (“HR”) partner
o Cost center manager
• (Optional – see Section 7.0) OC&T to
attend key Strategy sessions to collect
initial change impacts
• (Optional – see Section 7.0) Develop
preliminary change impact analysis to
reflect information from key Strategy
sessions
• Provide stage sign-off document
• (Optional – see Section 7.0) Provide
organizational change counterpart to
regularly interface with CSLLC’s OC&T
team
• (Optional – see Section 7.0)
Participate in persona workshop
• (Optional – see Section 7.0) Update
standard persona cards following
persona workshop
• (Optional – see Section 7.0) Provide
input on the preliminary change impact
analysis
• Sign off on stage
Plan • Assemble the CSLLC project team
• Deliver discovery templates to Client
• Establish a regular cadence of status
report and governance meetings including
a monthly steering committee meeting
• Jointly schedule planning sessions
• Create the integration tracker (dashboard)
• Conduct functional and technical project
planning sessions
• Create the project plan
• Create the project charter
• Create baseline tenant management plan
• Identify initial risks and recommendations
to reduce risk
• Participate in and support the project
kickoff meeting
• Conduct data and reporting readiness
workshops
• Provide the sample data conversion and
validation strategy template; advise on
development of the data conversion
strategy and plan
• Identify and provide project team and
project Subject Matter Experts
(“SMEs”)
• Identify stakeholders, sponsors, and
system administrators
• Participate in functional and technical
planning sessions
• Establish and attend monthly steering
committee meetings including CSLLC
Engagement Manager (“CSLLC EM”)
• Provide input into the project plan
• Provide input into the project charter
• Participate in and provide input into
data, reporting, and integration
readiness workshops
• Participate in integration planning
session
• Prepare for and lead project kickoff
meeting
• Provide plan and policy documents
• Provide integration requirements and
existing sample files
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 7 Stage CSLLC Services Client Responsibilities
• Provide data conversion and configuration
workbooks
• Assist with questions regarding mapping of
data to Workday data model
• Jointly schedule iterative design and
playback workshops
• Conduct FDM alignment sessions
• Jointly create the executive presentation
for project kickoff meeting
• Provide test strategy sample template;
advise on development of the test strategy
• For Phase One (1) - Build Foundation
tenant
• For Phase Two (2) - Copy Production
tenant into Implementation tenant in
preparation for configuration build
• Work with Client to set up CSLLC’s secure
transfer site for sharing confidential/private
employee data
• Load Client data for Foundation or
Configuration tenant
• Provide feedback regarding potential data
issues and exceptions from the
Foundation or Configuration build
• Schedule and conduct project initiation
checkpoint Workday Delivery Assurance
review
• Provide stage sign-off document
• Notify third-party vendors for
integrations and obtain agreement to
the Timeline (as defined herein)
• Provide third-party vendors contact
information
• Lead the development of the data
conversion strategy and test strategy
plan
• (Optional – see Section 7.0)
Participate in and provide input to
OC&T strategy workshop
• Complete data gathering and
configuration workbooks and submit to
CSLLC’s secure transfer site
• Review and approve project
governance, strategy map, readiness
workshop output and change strategy
(Plan stage Deliverables)
• Participate in executive readout of
Strategy stage Deliverables
• Jointly identify initial risks and
recommendations to reduce risk
• Initiate process of receiving
requirements to third-party vendors
• Receive integration requirements from
third-party vendors
• Confirm Client support contact
• Develop training plan for project
resources
• Identify key resources to complete
Workday training
• Complete Workday training including
workbook, integration, and functional
training
• Jointly create the executive
presentation for project kickoff meeting
• Provide plan and policy documents
(benefit plans, leave policies, union
agreements, etc.)
• Work with CSLLC to set up CSLLC’s
secure transfer site for sharing
confidential/private employee data
• Provide Implementation tenant for
exclusive use on this project
• Jointly schedule architect workshops
• Sign off on stage
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 8 Stage CSLLC Services Client Responsibilities
Architect &
Configure
• Manage the project plan
• Participate in weekly one (1) hour project
management meetings
• Provide weekly status report
• Co-lead monthly steering committee status
meetings
• Conduct weekly one (1) hour workstream
meetings as needed
• Develop initial change impact document
based on Plan readiness sessions then
transition change impact document to
Client to own and maintain change
impacts in architect and Workday
Customer Confirmation Sessions (“CCS”)
• Conduct iterative Workset design and
playback workshops
• Develop the CSLLC assigned integration
design approach documents; advise Client
on development of design approach
documents for Client assigned integrations
• Provide the data-gathering workbooks for
the Configuration tenant
• Deliver the initial functional design
documentation for sign-off
• Assist with questions regarding mapping of
data to Workday data model
• Build Configuration tenant
• Provide exception reports/issues log from
tenant build
• Deliver Cynergy tenant validation reports
and support validation efforts of
Configuration tenant
• Provide baseline End-to-End Test
templated scenarios to Client for review
and use determination
• Conduct smoke test for Configuration
tenant
• Begin functional KT process during
Configuration tenant smoke testing
• Jointly conduct CCS
• Develop CSLLC assigned integrations
• Conduct smoke testing of integrations
developed by CSLLC
• Create integration operations instruction
guides for CSLLC assigned integrations
• Update functional design documents
• Provide input to the project plan
• Participate in weekly project and
workstream meetings
• Co-lead steering committee meetings
• Provide project SMEs for architect
workshop and CCS
• Participate in architect workshop and
CCS
• Assist in clarifying configuration
requirements
• Review and approve initial change
impact document then own and
maintain for duration of project
• Conduct integrations architect
workshop (design sessions) for Client
assigned integrations
• Develop Client assigned integration
design approach documents
• Agree to integration design approach
documents (after detailed design
review sessions)
• Review and sign off on functional
design documents
• Finalize data conversion strategy and
plan
• Update data-gathering workbooks for
Configuration tenant
• Develop extract scripts and provide
validated extract data from legacy
system(s) into a single set of data into
the CSLLC prescribed data conversion
templates for load to the Workday
platform for the Configuration tenant
• Provide Client personal
data/personally identifiable information
for Configuration tenant and submit to
CSLLC’s secure transfer site
• Validate Configuration tenant build
• Review and resolve issues from
exception reports
• Review existing reports and confirm
which Workday reports will meet these
needs and identify any necessary
custom reports as part of the Architect
& Configure stage
• Finalize test strategy
• Develop catch-up data transaction
entry approach
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 9 Stage CSLLC Services Client Responsibilities
• Provide smoke test scenarios from
architect workshops and advise on Client
defined test scenarios
• Provide input on test management
processes and tools including defect
management, status tracking/reporting and
daily test status meetings
• Review Client defined test scenarios for
End-to-End and Production Dress
Rehearsal
• Design, develop and smoke test CSLLC
assigned reports
• Transition ownership of final CSLLC
maintained design workbooks to Client at
the end of the stage
• Assist with questions regarding mapping of
data to Workday data model
• Build End-to-End tenant
• Provide exception reports/issues log from
End-to-End tenant build
• Deliver Cynergy tenant validation reports
and support validation efforts of End-toEnd tenant
• Provide stage sign-off document
• Define and document test plan and
test scenarios (End-to-End and
Regression)
• Jointly conduct CCS
• Conduct Workset configuration
validation testing
• Develop Client assigned integrations
• Conduct Unit Testing of configuration
• Conduct smoke testing of integrations
developed by Client
• Create integration operations guides
for all Client assigned integrations
• Review integration smoke test results
and final integration design to provide
sign-off of integrations ready for Endto-End Testing
• Participate in functional KT during
Configuration tenant Unit Testing
• Define and implement test
management processes and tools
including defect management, status
tracking/reporting and daily test status
meetings
• Develop comprehensive crossfunctional scenarios from smoke and/or End-to-End Test templated
scenarios provided by CSLLC
• Review and finalize test scenarios, test
scenario assignments and detailed
daily test plan
• Train and prepare testers for testing
• Develop material to be presented at
the Test stage kickoff meeting
• Design, develop and Unit Test Client
assigned reports
• Sign off on functional design
documents
• Develop extract scripts and provide
validated extract data from legacy
system(s) into a single set of data into
the CSLLC prescribed data conversion
templates for load to the Workday
platform for the End-to-End tenant
• Provide Client personal
data/personally identifiable information
for End-to-End tenant and submit to
CSLLC’s secure transfer site
• Validate End-to-End tenant build
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 10 Stage CSLLC Services Client Responsibilities
• Review and resolve issues from
exception reports
• Sign off on stage
Test (Phase
One (1))
• Manage the project plan
• Conduct weekly project meetings and
workstream meetings, up to one (1) hour
each
• Co-lead steering committee meetings
• Participate in Test stage kickoff session
• Conduct one (1) hour navigation review
per workstream, at start of test cycle
• Create integrations schedule recurrence
tracker
• Support integration defect resolution for
CSLLC assigned integrations
• Provide functioning CSLLC assigned
integrations per the test plan
• Support, guide & participate in Production
Dress Rehearsal – user experience
sessions
• Support, guide & participate in Production
Dress Rehearsal – governance &
engagement
• Support, guide & participate in Production
Dress Rehearsal – support operations
• Coordinate the first Workday product
release during the project along with KT
for Client to manage subsequent updates
• Participate in one (1) thirty (30) minute
daily End-to-End Test status meeting,
limited to one (1) CSLLC functional
workstream consultant and one (1) CSLLC
integration consultant (if applicable) for
workstreams where there is an open issue
• Conduct up to five (5) one (1) hour KT
meetings, per workstream
• Resolve CSLLC assigned test incidents;
support Client in resolution of Client
assigned test incidents
• Copy End-to-End Test tenant for payroll
interface verification testing
• Support payroll interface verification
testing troubleshooting related to Workday
setup
• Provide sample deployment cutover plan;
advise Client in developing detailed
cutover plan
• Provide KT workbook for sign-off
• Provide input to the project plan
• Participate in weekly project meetings
and workstream meetings
• Co-lead steering committee meetings
• Lead Test stage kickoff session
• Lead daily End-to-End Test meetings
• Execute all test scenarios (End-toEnd and Regression) and provide test management (e.g., testing
coordination, compiling scenarios,
reporting metrics, etc.)
• Resolve Client assigned test incidents
• Support integration defect resolution
for Client assigned integrations
• Provide functioning Client assigned
interfaces per the test plan
• Prepare and conduct Production Dress
Rehearsal – user experience sessions
• Prepare and conduct Production Dress
Rehearsal – governance &
engagement
• Prepare and conduct Production Dress
Rehearsal – support operations
• Client SMEs to participate in KT
meetings
• Develop subset or supplemental
scenarios for additional testing during
the Test stage
• Update system configuration as
required
• Update design documentation (as
required by internal audit team)
• Participate in the first Workday
product release during the project;
coordinate activities related to
subsequent updates
• Manage and sign off on all test results
(End-to-End and Regression)
• Complete test of extraction and load
process for catch-up data transaction
entry
• Develop deployment cutover plan
• Complete and sign the Workday GoLive Checklist
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 11 Stage CSLLC Services Client Responsibilities
• Provide Workday Go-Live Checklist
• Provide stage sign-off document
• Complete and sign off on the KT
workbook
• Sign off on stage
Test (Phase
Two (2))
• Manage the project plan
• Conduct weekly project meetings and
workstream meetings, up to one (1) hour
each
• Co-lead steering committee meetings
• Participate in Test stage kickoff session
• Conduct one (1) hour navigation review
per workstream, at start of test cycle
• Create integrations schedule recurrence
tracker
• Support integration defect resolution for
CSLLC assigned integrations
• Provide functioning CSLLC assigned
interfaces per the test plan
• Support, guide & participate in Production
Dress Rehearsal – user experience
sessions
• Support, guide & participate in Production
Dress Rehearsal – governance &
engagement
• Support, guide & participate in Production
Dress Rehearsal – support operations
• Coordinate the first Workday product
release during the project along with KT
for Client to manage subsequent updates
• Participate in one (1) thirty (30) minute
daily End-to-End or Parallel Test status
meeting, limited to one (1) CSLLC
functional workstream consultant and one
(1) CSLLC integration consultant, if
applicable for workstreams where there is
an open issue
• Conduct up to five (5) one (1) hour KT
meetings, per workstream
• Resolve CSLLC assigned test incidents;
advise Client in resolution of Client
assigned test incidents
• Support Client led End-to-End issue
resolution up to five (5) hours per week
per workstream
• Assist with questions regarding mapping
of data to Workday data model
• Build of Parallel tenant
• Provide exception reports/issues log from
Parallel tenant build
• Provide input to the project plan
• Participate in weekly project meetings
and workstream meetings
• Co-lead steering committee meetings
• Lead Test stage kickoff session
• Lead daily End-to-End and Parallel
Test meetings
• Execute all test scenarios (End-toEnd, User Acceptance and Regression) and provide test
management (e.g., testing
coordination, compiling scenarios,
reporting metrics, etc.)
• Resolve Client assigned test incidents
• Support integration defect resolution
for Client assigned integrations
• Provide functioning Client assigned
interfaces per the test plan
• Prepare and conduct Production Dress
Rehearsal – user experience sessions
• Prepare and conduct Production Dress
Rehearsal – governance &
engagement
• Prepare and conduct Production Dress
Rehearsal – support operations
• Client SMEs to participate in KT
meetings
• Develop subset or supplemental
scenarios for additional testing during
Test stage
• Update system configuration as
required
• Update design documentation (as
required by internal audit team)
• Participate in the first Workday
product release during the project;
coordinate activities related to
subsequent updates
• Complete test of extraction and load
process for catch-up data transaction
entry
• Develop extract scripts and provide
validated extract data from legacy
system(s) into one (1) set of data into
the CSLLC prescribed data
conversion templates for load to the
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 12 Stage CSLLC Services Client Responsibilities
• Deliver Cynergy tenant validation reports
and support validation efforts of Parallel
tenant
• Support execution of two (2) payroll
Parallel cycles per Client defined Parallel
Test management strategy and success
criteria
• Provide sample deployment cutover plan,
advise Client in developing detailed
cutover plan
• Provide KT workbook for sign off
• Provide stage sign-off document
Workday platform for the Parallel
tenant
• Provide Client personal
data/personally identifiable
information for Parallel tenant and
submit to CSLLC’s secure transfer
site
• Validate Parallel tenant build
• Review and resolve issues from
exception reports
• Complete catch-up data transaction
entry for parallel
• Execute two (2) payroll Parallel cycles
per Client defined Parallel Test
management strategy and success
criteria
• Manage and sign off on all test results
(End-to-End, Parallel and Regression)
• Develop deployment cutover plan
• Complete and sign off on the KT
workbook
• Sign off on stage
Deploy • Manage the project plan
• Conduct weekly project meetings and
workstream meetings; participate in
steering committee meetings
• Provide the Workday Go-Live Checklist
and Move-to-Production Authorization
• Schedule and conduct final Workday
Delivery Assurance reviews
• Update integration schedule and
recurrences tracker
• Assist with questions regarding mapping
of data to Workday data model
• Phase One (1) - Build of Gold/PreProduction tenant
• Provide exception reports/issues log from
Gold/Pre-Production tenant build
• Deliver Cynergy tenant validation reports
and support validation efforts of Gold/PreProduction tenant • Phase Two (2) - Build of Sandbox tenant
and migration to Production tenant
• Deliver Cynergy tenant validation reports
and support validation efforts of Sandbox
tenant
• Provide input to the project plan
• Participate in weekly project meetings
and workstream meetings; conduct
steering committee meetings
• Manage and execute the deploy
cutover plan
• Develop extract scripts and provide
validated extract data from legacy
system(s) into a single set of data into
the CSLLC prescribed data
conversion templates for load to the
Workday platform for the Gold/PreProduction or Sandbox and Production tenant
• Provide Client personal
data/personally identifiable
information for Gold/Pre-Production or
Sandbox and Production tenant and
submit to CSLLC’s secure transfer
site
• Validate Gold/Pre-Production or
Sandbox and Production tenant build
• Review and resolve issues from
exception reports
• Provide required sign off for Sandbox
configuration migration to Production
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 13 Stage CSLLC Services Client Responsibilities
• Verify migration of CSLLC assigned
integrations
• Schedule integrations according to the
integrations schedule recurrence tracker
• Schedule the transition to Production
support meeting with Client (held after
Move-to-Production)
• Jointly complete the Workday Go-Live
announcement
• Provide stage sign-off document
• Verify migration of Client assigned
integrations
• Jointly complete the Workday Go-Live
announcement
• Approve and sign off on the Workday
Go-Live Checklist and Move-toProduction Authorization
• Create and distribute the Workday
Go-Live announcement
• Sign off on stage
PostProduction
Support
• Provide standby support after the Move-toProduction as defined by the number of weeks in the Timeline outlined in Section
3.3 • Conduct KT sessions for CSLLC
developed integrations if required
• Phase One (1) - Conduct payroll support
• Phase Two (2) - Conduct support for first
financial period close
• Provide stage sign-off document
• Implement post Go-Live governance
support model including staffing and
managing help desk
• Complete catch-up data transaction entry
• Make any updates to Production,
including final load of transactional
conversion data
• Sign off on stage
OC&T Services (Optional – see Section 7.0)
CSLLC Services Client Responsibilities
Organizational Change
Management & EndUser Training
• Provide all change management
tools and templates
• Provide job aids, for functional
areas in Scope
• Develop preliminary OC&T project
plan
• Conduct OC&T kickoff and
architect workshop
• Provide up to eighty (80) hours of
change management advisory
support, which includes regular
check-ins for guidance on usage of
tools and templates, for the
duration of the project
• Change management advisory
support includes discussions
related to timing of Deliverables,
end-user communications,
stakeholder engagement, training
development and delivery, end-
• Provide Client counterpart(s) to
interface with CSLLC OC&T
lead
• Develop and execute all change
management activities
• Update job aids to meet specific
business needs
• Participate in OC&T kickoff and
architect workshop
• Maintain OC&T project plan after
the Plan stage
• Develop and execute all enduser training
• Develop and execute all enduser communications
• Manage OC&T workstream
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 14 CSLLC Services Client Responsibilities
user adoption, and sustainment
strategies
3.0 Project Approach
3.1 Methodology
The implementation will be completed by following CSLLC’s Cynergy methodology which consists of the following stages: Plan, Architect & Configure, Test, and Deploy.
The specific tasks and durations to complete these tasks will be detailed in the project plan, project charter and Project Schedule/Timeline which are to be developed jointly by the CSLLC EM and the Client Project Manager.
3.1.1 Delivery Model
CSLLC will deliver this implementation using the onshore Global Delivery Center (“GDC”) delivery model. CSLLC is providing a project team comprised of Workday certified experts both at onshore and GDC locations that provide the knowledge required to ensure a successful implementation utilizing a combination of Client specific requirements and industry best practice.
3.2 Governance
Project Management
In the Plan stage of the project, the CSLLC EM will work with the Client Project Manager to develop a detailed project plan to be used to maintain project tasks and the Timeline.
A project charter will be created to guide the team in maintaining Scope and project objectives. The project charter will also define the path of issue escalation.
Finalization of the Scope, as determined during the Plan and Architect & Configure stages, may require the project team to revise the estimates and resource requirements for the remaining stages of the project.
Change Control Process
Any additional or modified Scope of Services, changes in Assumptions & Dependencies, and/or Timeline shall be documented in a separate written and fully executed Project Change Order Form (“Change Order”) using the template set forth in Appendix C. Such form shall include the written approval of an authorized representative of Client before CSLLC will begin any additional work or incur any charges or fees outside the Scope of this SOW. Client and CSLLC agree to the following process:
• Step 1: CSLLC will prepare a description of the necessary change including Scope, process, cost, impact to the Timeline, and impact to resources along with a list of alternative solutions.
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 15 • Step 2: The Client Project Manager will review and approve or reject within his or her authority or escalate to the executive sponsor for review and approval or rejection.
• Step 3: Client will review and approve or deny the request for the additional or modified Services within five (5) business days so as not to cause any unnecessary delay in the Timeline.
• Step 4: Any approved additions or modifications to the Scope of Services will be documented pursuant to a Change Order and become an addendum to this SOW.
Status Reporting
During the Plan stage of the project, the CSLLC EM will coordinate with the Client Project Manager to establish a set of regularly scheduled meetings to present project status and risks. These will include, but are not limited to, a monthly steering committee meeting, a weekly project core team status meeting, weekly workstream meetings, a weekly project management meeting, and additional meetings, as needed. The CSLLC EM will report out at the steering committee and team status meetings on the status, activities, issues, and other relevant project information.
The monthly steering committee meeting will include a review of the Timeline and status, accomplishments to date, upcoming project activities and milestones, review of issues and risks requiring action from the steering committee members, potential changes to Scope and a review of the financials of the project. The steering committee will include a readout by the CSLLC EM on the state of the project; participation may be in person or remote.
A weekly status meeting will be held with the core team and the Client Project Manager to assess recent accomplishments, issues, risk factors and to ensure that the work planned for the next two (2) weeks is properly resourced. Risk factors and roadblocks will be assessed and either resolved or escalated. In addition to these meetings, meetings with functional teams will be scheduled to review and resolve any open issues.
All meeting agendas, status reports, steering committee presentations, issues log, project plan and the project charter will be stored on the project collaboration site as referenced in Section 4.0 Assumptions & Dependencies.
KT
Over the course of the project, CSLLC will conduct functional and technical KT through architect workshops, CCS, weekly workstream meetings and during the Test stage.
Additional KT will occur during the Post-Production stage as needed. To formalize KT, CSLLC will complete and require sign off by the Client of the KT workbook. CSLLC and Client will utilize the KT workbook to track progress and topics during each stage. If Client requires additional KT, this may result in a Change Order. Process documentation (e.g., operational guides and process flow diagrams) is not in Scope for KT, except for the integrations operations guide for CSLLC owned integrations.
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 16
3.3 Project Schedule
The time required to complete the project (the “Project Schedule” or “Timeline”) is based on the contents of this SOW. Unless otherwise mutually agreed upon, Services under this SOW are expected to commence ten (10) business days from the date of execution by the Client and CSLLC. The estimated duration and estimated start date of each project stage is listed below, pending execution of this SOW and availability of Client resources and training. The Client payroll schedule may require an adjustment on the estimated start date for the Deploy and Post-Production stages. If the Client payroll schedule requires an adjustment, the number of weeks defined in the Timeline below will determine the new stage start and end dates for the Deploy and Post-Production stages.
Client resources will attend Workday fundamentals training for the functional areas in Scope prior to the start of the Architect & Configure stage, and Client resources which are assigned to design/build integrations (as indicated in the integrations Scope) will complete the required Workday training (report writing, calculated fields, and integrationrelated classes) prior to the start of the Architect & Configure stage. If training is not attended, this could result in a significant impact to the time and cost of the project.
The project will be completed in two (2) phases – as presented below. The estimated Timeline for the project is as follows:
Phase One (1): HCM and Payroll
Phase Two (2): Financials
Note:
• Blackout weeks have been built into Phase One (1) for the following dates:
• November 25, 2024 through November 29, 2024
Strategy Plan
Architect &
Configure Test Parallel Deploy
Post
Production
Total
Weeks
Weeks 4 10 18 8 6 4 6 54
Start 10/14/2024 11/4/2024 1/13/2025 5/19/2025 7/14/2025 8/25/2025 9/22/2025 Finish 11/8/2024 1/10/2025 5/16/2025 7/11/2025 8/22/2025 9/19/2025 10/31/2025 Project Timeline
Plan
Architect &
Configure Test Deploy
Post
Production Total Weeks
Weeks 5 17 12 4 6 44
Start 10/6/2025 11/10/2025 3/9/2026 6/1/2026 6/29/2026
Finish 11/7/2025 3/6/2026 5/29/2026 6/26/2026 8/7/2026
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Project Timeline
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 17 • December 23, 2024 through January 10, 2025
• Integrations will be developed and scheduled dependent on the batches defined in the integrations planning sessions and third-party vendor availability. • Functional architect hours are assumed to be heavier in the Architect & Configure stage and will reduce to high level oversight following CCS.
4.0 Assumptions & Dependencies
The Services, labor estimates, and Pricing presented in this SOW are dependent on the following assumptions being true:
Client will:
a. Timely complete each item listed as a Client responsibility in Section 2.0. b. Have the necessary project and executive management support to review and make timely decisions as well as coordinate the activities of this project with other Client projects which may be occurring simultaneously.
c. Have the necessary resources available in each stage, according to how they are identified in the staffing and project plans. Resources will be empowered and capable of making decisions on behalf of the Client. Resources will include, but are not to be limited to, functional and technical leads, and applicable business process and SMEs. If resource and/or priority conflicts occur, they will be discussed and resolved with the project steering committee.
d. CSLLC resource availability and overall staffing approach are determined by the jointly created project plan.
e. If CSLLC is able to travel in accordance with its internal policies and procedures, Client will provide the necessary hardware for the deployment, a desk, access to office space, and an internet connection.
f. Provide all required technology needs, connectivity, and network access to all relevant Client applications necessary for the deployment. The CSLLC consultants will have access to software including security rights and passwords where required in order to complete the deployment. CSLLC resources will provide their own laptops. If Client owned laptops or virtual machines are required to be used, this may result in a Change Order. g. Be responsible for workstation compliance to Workday’s minimum requirements. Client has determined their technical needs will be met, and internal systems and policies, as well as third-party vendors, are compatible with Workday. Any technical issues which may arise during implementation are to be resolved by Client.
h. Lead the coordination with any Client’s third-party vendor involvement required to complete the Services. Client understands that some of their third-party vendors may charge fees for the completion of Services and such fees are the sole responsibility of Client. i. Unless otherwise agreed by CSLLC’s internal security organization, the Client shall use CSLLC’s secure transfer site for the secure exchange of sensitive employee data with the CSLLC support personnel. Client will agree to limit use for data conversion or production support purposes only for the duration of the activities required. CSLLC will inactivate the secure transfer site within thirty (30) days after the support activities are completed. Client will not use CSLLC’s site for the transmission of any integration files for third-party vendors. CSLLC is not responsible for back up, archiving, or maintenance of files stored on the secure transfer site. In the event CSLLC utilizes its internal “Daytona” tool for data conversion (“Daytona”), Daytona and all of its components must be installed on the CSLLC DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 18 secure cloud server and utilized solely within CSLLC’s secure transfer site. Further, Daytona IP addresses must be added to the tenant whitelist. Daytona uses its own implementer account that must be excluded from multi-factor authentication. j. Use CSLLC provided central repository solution for non-sensitive project document sharing and CSLLC’s secure transfer site for the secure exchange of sensitive Client employee data with the CSLLC project team.
k. Be responsible for any job catalog and/or compensation restructuring efforts, with initial draft of restructure completed by the start of project. If support is needed from the CSLLC project team and/or these milestones are not met, this may result in an increased level of effort and adjustments to the Timeline.
l. Perform all the Client responsibilities in the stages identified, and per the project plan including but not limited to sign off at the completion of each stage, provision of data files, provision of test scenarios, execution of test scenarios and integration testing. m. Be solely responsible for testing and any Move-to-Production activities, which shall include configuration, business processes, data, reports and integrations. Client will provide written acceptance of test results to CSLLC prior to any Move-to-Production. n. In the event CSLLC is required to assist Client with Move-to-Production activities, Client will provide written approval if CSLLC’s assistance is required during Client’s Move-toProduction activities. Upon completion of Move-to-Production activities, Client will verify Production results and shall be solely responsible for Production accuracy. Client shall provide written acceptance to CSLLC after such Move-to-Production activities have been completed.
o. Adhere to the outlined meeting schedules defined in the Section 2.0 Services and Responsibilities table; any variation could result in an impact to cost and Timeline. p. Coordinate participation from key stakeholders and project team to attend a single CSLLC led alignment session and CCS per functional area. If additional workshops or sessions are needed, the Client Project Manager will work with the CSLLC EM to determine impact to project hours and Timeline.
q. Use CSLLC tools and templates. If the Client requires CSLLC to utilize Client specific/owned tools and templates, the Client Project Manager will work with the CSLLC EM to determine impact to project hours.
r. Provide all CSLLC OC&T consultants with implementer access to all Workday tenant environments.
Strategy Assumptions
a. Client executive sponsor(s) will be available to participate in plan/visioning sessions to set goals and objectives, vision, and help guide the governance and decision-making framework for the project.
b. Project does not include any current state process mapping sessions, or any development of process tools and templates (e.g., checklists, job aids, user knowledge articles). c. Project does not include any human resources program policy reviews or re-writing. d. Non-Workday technology assumptions –
• Client will extract and consolidate required documentation from non-Workday human resources systems to CSLLC as required for review and analysis. • Issues and progress tracking for technology changes to be made with third-party vendors to be managed and owned by Client.
Payroll Assumptions
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 19 a. Client is responsible for providing executive summaries for parallel reporting to the project leadership team. CSLLC will be responsible for providing delivered parallel reports from the CSLLC parallel ImPaCT tool.
b. Processing of payroll occurs from a centralized office for all locations included in the payroll Scope.
c. Gathering of payroll requirements and testing will be owned by a centralized office for all locations included in the payroll Scope.
d. KT will be delivered to a key resource and Client is responsible for training their payroll organization.
e. Tax filing will be handled by a third-party vendor. Workday does not currently support tax filing as part of the core Workday payroll module and only provides basic tax balancing reports.
f. If 1099 tax elections and payroll processing are required, those will be handled by a thirdparty vendor. Workday does not currently support 1099 tax elections or processing as part of the core Workday payroll module.
h. Payroll commitments, payroll obligations, and position budgets are not included in the Scope of this SOW. Client is responsible for the accuracy of the payroll data provided in the required format. Client is also responsible for reconciling all payroll data to the legacy system.
i. Only employees in Workday will be paid out of Workday payroll. Payments for any 1099-R retirees, spouses and/or dependents will be processed by a third-party payroll provider. j. Client is responsible for payroll compliance review with internal or external counsel. k. Delivered Workday Fair Labor Standards Act (“FLSA”) functionality will be used.
Absence Assumptions
a. Pre-configured absence business processes and Workday security will be utilized with limited minor modifications.
b. Regulatory leave types will be implemented using a consolidated approach. c. Regulatory sick plans will be consolidated at the level utilizing the most generous entitlement for the populations included.
d. All worker populations will share Paid Time Off (“PTO”) and sick plans.
Time Tracking Assumptions
a. Request overtime is not included.
b. Pre-configured time tracking business processes and Workday security will be utilized with limited minor modifications.
c. Police and Fire Department time entry will be entered and calculated external to Workday. d. Time tracking configuration is limited to hourly non-exempt populations. e. Time entry against projects is not included.
Integration Assumptions
a. Client integration functional owners are available for integration discovery and design sessions throughout the Plan and Architect & Configure stages. b. Client integration resources are Workday trained before they are assigned integration development access in Implementation tenants.
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 20 c. Client/third-party vendor design meetings for all CSLLC owned integrations will not exceed one hundred sixty-four hours (164) for Phase One (1) and thirty-four (34) hours for Phase Two (2). If more hours are needed, a Change Order may be required to adjust the Timeline and level of effort.
d. CSLLC integration team assistance for integrations assigned to Client will not exceed fifty (50) hours.
e. Requirements and specifications for all in Scope integrations will be available by the end of the Plan stage. If not, a Change Order will be required to adjust the Timeline and level of effort.
f. Client integration workstream meetings will be limited to a maximum of two (2) hours per week for all integration resources.
g. No integrations that are Go-Live critical are assigned to Client. h. Inbound integrations are scoped using Workday standard fields. If Workday custom objects are needed to store data, the integration effort will need to be revised. i. Integrations (both CSLLC and Client owned) may be separated into batches depending on priority, critical and Project Schedule impacts; the Project Schedule could be adjusted due to delays in requirements or Client accessibility. Batches will have varying timelines to accommodate prioritization and architect workshop schedules to reduce rework. Wherever possible, integrations which directly impact payroll results should be given priority to ensure applicable integrations are ready prior to the start of Parallel Testing. j. Integrations dependent upon the FDM may follow separate milestones and testing cycles.
Authentication Assumptions
a. CSLLC will advise Client of the Workday options for a single sign-on solution and will perform the applicable authentication setup within the Workday tenant. b. Multi-Factor Authentication (“MFA”) is managed by Client and if Workday MFA setup is required this will result in an increased level of effort. c. Client is responsible for all implementation work outside of the Workday tenant (e.g., Security Assertation Markup Language (SAML) setup, identity server). Client will provide the appropriate resource commitments and skill sets depending on the single sign-on option selected during design.
Data Conversion Assumptions
a. Client’s project team will provide a single data file to CSLLC for each template regardless of the number of legacy systems.
b. Client is responsible for data validation and mapping requirements for all data. Client will provide all translation values and mapping to CSLLC within the design configuration workbooks.
c. Client is responsible for updating, testing, and maintaining delivered data extraction scripts/accelerators to accommodate Client’s specific configuration or design. d. The CSLLC consultant project team will then load the provided information directly into the Workday tenant using Workday’s web services. As data conversion is an iterative process, Client will be responsible for all data cleanup identified during the process and is responsible for supporting multiple data extracts from the legacy systems.
Testing Assumptions
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 21 a. Client will provide a Test Lead unless otherwise stated in this SOW who is responsible for overseeing test scenario creation and consolidating scenarios to be used for End-to-End, User Acceptance Testing, Parallel and Regression Testing, managing testers, and reporting out testing metrics.
b. Client and CSLLC will implement a Change Control Process to review and approve proposed enhancements coming out of testing to identify the priority and potential impact to the Timeline, resources, and level of effort prior to changes being made. c. Client will finalize and sign off on End-to-End Testing prior to entering Parallel Testing.
Exceptions must be agreed upon by CSLLC if additional End-to-End Testing is required prior to entering Parallel Testing.
d. Testing will be completed within the time specified in the Timeline. e. Client will coordinate participation from project testers to be co-located together on a remote basis, or at a mutually agreed upon shared site if CSLLC is able to travel in accordance with its internal policies and procedures. If additional support locations are needed for testing, the Client Project Manager will work with the CSLLC EM to determine impact to project hours and the Timeline.
f. When a Workday update occurs, the only additional changes which will be included in the project are those which are automatically required by Workday. Any additional functionality is out-of-Scope.
g. Two (2) payroll Parallel Testing cycles during the Parallel stage are assumed to be in the Scope of this SOW.
h. Client is responsible for providing any executive summaries for Parallel reporting to the project leadership team.
Government Deployment Approach Assumptions
a. Business process configuration is limited to the processes defined in Appendix D. b. The Workday pre-configured content will be leveraged as the basis for design and configuration within the Scope of this project. CSLLC will not be performing a traditional fitgap analysis on Client business requirements. If the pre-configured tenant is not appropriate for Client, as determined by Client, additional Services may be required. Client is ultimately responsible for verifying that the pre-configured content is appropriate. c. Integrations will be designed in accordance with Client’s current system requirements and shall not be reformatted unless Workday delivered templates are available for the integration. If Client's current system requirements are no longer supported, the effort will need to be assessed and the Timeline may be impacted.
d. Architect workshops and CCS will each take place over a three (3) week period during the Architect & Configure stage and may require overlap of individual workstreams.
General Assumptions
a. CSLLC will operate in a global delivery model from onshore and CSLLC’s GDC locations. b. Unless the Parties agree otherwise, support hours for onshore are assumed to be within standard business hours, defined as follows, with response time based on forecasted hours:
i. 9:00 AM Pacific Time (“PT”) through 5:00 PM PT.
ii. Monday through Friday.
iii. Excluding CSLLC holidays. A list of CSLLC holidays will be made available to Client upon request.
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 22 c. All meetings where CSLLC’s GDC consultants involvement will be required will be scheduled between 9:00 AM PT and 1:00 PM PT.
d. CSLLC’s GDC consultants, when required, will be available during the Client’s business hours for key events defined as follows:
a. Requirement workshops
b. End-to-End Testing of critical issue triage
e. Pre-configuration: CSLLC team will utilize CSLLC’s leading practices based preconfiguration to conduct the design sessions in the Architect & Configure stage. The approach for the design sessions will be to review pre-configuration and then adjust the configuration in areas which are in Scope but do not meet the Client’s business requirements.
f. Design workshops will take place during a one (1) week period within each Workset and may require overlap of individual workstreams.
6.0 Term and Termination
a. This SOW shall commence on the Start Date identified above and shall continue through August 7, 2026 (the “Term”), unless terminated sooner pursuant to the Agreement.
7.0 Pricing
a. CSLLC will invoice and Client shall compensate CSLLC on a Fixed Fee basis as set forth in the table below for Services rendered. This price is inclusive of any and all associated charges and fees which CSLLC may experience during the fulfillment of this SOW, with the exception of Section 7.0 Expenses. Pricing is based on the Project Schedule defined in this SOW; any changes to the Project Schedule will require a modification in price. Invoices will be paid subject to the terms and conditions of the Agreement. Total cost of the engagement is listed in the Milestones and Events table below.
b. Payments will be made according to the following schedule:
Phase One (1):
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 23 Phase Two (2):
Grand Total:
*Note: For the CSLLC Investment, CSLLC will apply a thirteen point eighty-nine percent (13.89%) credit to invoices created in connection with the performance of Services described in this SOW, excluding expenses or mutually agreed upon Change Orders, up to a maximum total CSLLC Investment of four hundred fifty thousand United States Dollars (USD) (-$450,000.00 USD), or project end, whichever occurs first. *Note: The Client retains the flexibility to decide on the inclusion of these items at any point during the project timeline, subject to reasonable notice and project impact to ensure appropriate staffing and resource adjustments.
a. Organizational Change & Training as outlined in this SOW b. Integrations for Accela and ActiveNet
c. Prism
d. Additional scope to be added to Appendix D as agreed upon by the Client and CSLLC
b. Invoices will be emailed to the following address(es): [email protected] and [email protected].
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 24 Any other mailed correspondence will be delivered as follows below:
City of San Leandro
835 East 14th Street
San Leandro, CA 94577
d. Any additional Services rendered in addition to the Scope as defined in this SOW will only be performed after the Parties agree to a Change Order utilizing the rate table to build the cost as identified below:
e. Workday Delivery Assurance and Workday specific training services and fees will be covered under a separate agreement between Client and Workday. f. Any and all fees associated with Client’s e-invoicing, portal, or payment solution will be the responsibility of Client, without dispute. CSLLC will provide all necessary documents or invoices to confirm the fees, if such fees are incurred. g. [CLIENT TO INSERT PO NUMBER (“PO#”) HERE, IF REQUIRED – Confirmation will allow for timely and accurate invoice submission. If Client requires a PO#, Client will send a copy of the PO# to [email protected]. If a PO# will not need to be generated, please make a note in this section.]
Milestone/Event Definitions
Project Commencement: This milestone is achieved on the signing of this SOW by Client.
Strategy Stage: Strategy: This milestone is achieved after the following is complete:
a. Completion of these sessions:
a. Foundation design concepts
b. Job architecture readiness
c. Data conversion readiness
b. Delivery of Executive Readout
Plan Stage: Delivery of Plan Artifacts: This milestone is achieved after the following is complete:
Project Role Rate
Portfolio Director $320
Engagement Director $320
Strategy Manager $312
Functional Architect $284
Strategy Consultant $312
Engagement Manager $264
Senior Principal Consultant $232
Principal $204
Consultant $168
Associate $152
Integrations (Offshore) $108
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 25 a. Project charter
b. Draft Project Schedule and plan
c. Kickoff deck agenda and presentation draft
d. Schedule for architect workshops
Architect & Configure Stage: Delivery of Design Artifacts – This milestone is achieved after the following is complete:
a. Iterative Workset design and playback sessions as defined in Scope are conducted b. Updated functional design documentation provided to Client Architect & Configure Stage: Delivery of End-to-End Tenant – This milestone is achieved after the following is complete:
a. End-to-End tenant build for use in End-to-End Testing Test Stage: Completion of End-to-End Test – This milestone is achieved after the following is complete:
a. Execution of test scenarios or timeframe for End-to-End Testing has lapsed b. Any issues reasonably identified as preventing progress to Parallel Testing have been addressed or mitigated. Start of any Services or responsibilities in the Deploy stage will be deemed as completion of this milestone.
Test Stage: Completion of Parallel Test – This milestone is achieved after the following is complete:
a. Timeframe for Parallel Testing has lapsed
b. Any issues reasonably identified as preventing progress to Production have been addressed or mitigated. Start of any Services in the Deploy stage will be deemed as completion of this milestone.
Deploy Stage: Completion of Move-to-Production (Go-Live) – This milestone is achieved after the following is complete:
a. Production Workday system is available to any Client employees.
Post-Production support: Completion of Project – This milestone is achieved after the following is complete:
a. Timeframe for Post-Production support has lapsed following the Move-to-Production.
CSLLC will present the applicable Deliverables to Client and Client will have five (5) business days to provide a specific list of reasonable issues to be remedied. CSLLC will address issues and resubmit the deficient Deliverables. After five (5) business days, should Client not provide a list of issues, the Deliverables will be deemed complete. Use of the Deliverables by Client will deem the Deliverables as completed.
8.0 Expenses
Client will reimburse CSLLC for its reasonable out-of-pocket travel expenses incurred in connection with the provision of the Services in accordance with CSLLC’s Travel and Expense Policy, which shall be made available to Client upon request. This will include CSLLC’s management personnel for purposes of project oversight. Specific travel recommendations will be planned and discussed between the CSLLC EM and the Client Project Manager. Such agreed to travel recommendations shall not require additional Client pre-approval. All fees or penalties incurred due to cancellations or changes of travel at Client’s request shall be invoiced to Client. The Expense Estimate provided in Section 7.0 is a budgetary estimate only.
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 26
9.0 Signatures
IN WITNESS WHEREOF, the Parties have duly executed this SOW by their respective authorized representatives as of the SOW Effective Date.
Collaborative Solutions, LLC City of San Leandro
Authorized Signature Authorized Signature
Name Name
Job Title Job Title
Date Date
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 27 Appendix A – Description of Roles
Client Roles
Client personnel are experts on Client business/technologies and as such will have responsibility for providing project management, non-Workday functional, technical, and culture expertise to the project.
Client project team members and cross-functionality representation are currently identified as follows:
(Note that project teams’ roles could be specific to implementation needs.) Client Team Member Description of Role
Steering Committee,
Senior Design Reviewers,
Key Stakeholders, Executive
Sponsor
The steering committee provides funding and support to the project.
Responsibilities include:
• Obtaining appropriate funding and approvals
• Ensuring all appropriate resources are available for the project • Resolving issues which are impeding the progress of the project • Providing overall direction to the Client Project Manager • Sign off on key Deliverables/project milestones
• Assuring project delivery and quality control
• Attending steering committee meetings
Project Manager The Client Project Manager is a dedicated resource focused specifically on the Workday implementation. While CSLLC understands there are many other activities linked to the implementation, this resource needs to be dedicated full-time to the project. Responsibilities include the following:
• Establishing and managing the project details, Deliverables, schedules, tasks, assignments, and execution
• Coordinating business teams and support teams
• Driving the implementation of the optimized processes • Managing the resolution of issues
• Anticipating and resolving issues which could impact the project budget, schedule, Scope, or quality
Functional Team
(Global Process Owners,
Process Leads, and
SMEs/Business Analysts)
The functional team are those familiar with Client business processes and systems. These individuals provide information to the CSLLC Functional Consultant(s) to configure the Workday solution. Responsibilities include:
• Communicate functional requirements which need to be configured in Workday
• Describe current business processes and work with team to simplify and improve
• Work with CSLLC consultants to help map and load data into Workday
• Actively participate in all testing activities
• Pre-validate extracted data files prior to providing it to CSLLC; then validate data after it has been converted into Workday solution • Contribute to identifying and executing test scenarios for functional areas
• Perform end user training
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 28 Client Team Member Description of Role
• Participate in KT
Technical Team
(Integration Lead, Integration
Engineers/Developers, and
Data Conversion Specialist)
Technical resources perform the following:
• Support the conversion and loading of data contained in existing systems
• Design and develop custom integrations as outlined within the Scope section of this SOW
• Develop custom reports
• Manage Client communications
• Participate in KT
• Actively participate in testing activities
Note: Resource experience, data quality and the amount of transformation required could impact the actual resources needed to support the data conversion efforts.
Internal Auditor The Internal Auditor works with the project team to ensure proper procedures are followed and proper documentation is created for the implementation of Workday and is responsible for providing compliancerelated guidance and expertise to the project team.
Test Lead The Client Test Lead develops and manages the overall Client test strategy and plan. Responsibilities include:
• Establish an approach to testing
• Define resource requirements for testing
• Establish the test schedule
• Conduct overall execution of the Client prescribed End-to-End (including integrations), Production Dress Rehearsal, and Parallel Test process for Workday payroll from start to end of the test period • Facilitate testing coordination and progress meetings • Successfully manage defect resolutions
• Resolve test issues via coordination of Client and CSLLC teams as required to complete testing for successful completion of Workday Test
• Define the overall test strategy
• Define test approach, roles, and responsibilities
• Define test tools and scenarios by tester and success criteria for each test stage
• Define and report test metrics to the project team and project executives
Organizational Change Lead The Client Organizational Change Lead is focused on planning and executing the change management and communications activities and is the primary counterpart to the CSLLC Organizational Change Lead (if CSLLC OC&T is in Scope) and is responsible for providing primary insight into the Client’s culture, operations, and competing projects or interests. The Client Organization Change Lead is the primary liaison between the project team and other internal resources needed to execute and deploy the various change management and communications activities and is ultimately responsible for all change management and communications-related Deliverables.
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City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 29 Client Team Member Description of Role
Training Lead The Client Training Lead is focused on planning and executing the end user training activities and is the primary counterpart to the CSLLC Training Lead (if CSLLC OC&T Services are in Scope) and is responsible for providing primary insight into the Client’s training resources and preferences, as well as competing projects or interests related to end user training. The Client Training Lead is the primary liaison between the project team and other internal resources needed to plan, execute, and deploy the various training activities for the deployment and is ultimately responsible for all trainingrelated Deliverables. Client may choose to assign the Client Organizational Change Lead and Client Training Lead roles and responsibilities to a single actual resource.
Training Communications,
and Change Management
support Resources
Depending on the specific strategies and plans Client establishes as part of its OC&T program, additional resources will be needed at various times throughout the project lifecycle to support and execute the communications, change management, and training plans. These roles often include:
• Training Developers responsible for developing and revising the end user training collateral as defined in the training curriculum plan • Communications Leads/Developers responsible for developing, revising, and deploying the end user communications collateral as defined in the communications plan
• Trainers and Super Users responsible for gaining advanced familiarity with the new systems and user support tools, and in turn planning and delivering pre-Go-Live and ongoing training to end user audiences
• Change Champions responsible for generating awareness and support around future changes within their designated areas of influence
Workday Roles
If Workday is contracted by the Client, Workday, under a separate contract, will provide Delivery Assurance services. Workday core responsibilities include:
Workday Team Member Description of Role
Delivery Assurance Group Comprised of Workday implementation specialists, the Workday Delivery Assurance Group works with Client towards the implementation of the Workday solution. The Workday Delivery Assurance Group conducts a series of quality assurance reviews at major project milestones, when the group reviews project documentation, product configuration, and business processes. The Workday Delivery Assurance Group is responsible for the development and enhancement of the Workday implementation methodology and works closely with product strategy and development in helping steer product direction.
Note: Delivery Assurance or WSP will be a separate agreement to be contracted directly with Workday.
DRAFT
Appendix B – Integrations and Custom Reports
Integrations
The following integrations are in Scope. Please refer to the column labeled “Owner” to identify if the integration is Client assigned or CSLLC assigned.
Phase One (1)
ID# Integration Name Third-Party
Vendor
Functional
Area
Integration
Data Type Tool Owner Cloud Connector Name Notes
INT001 Laserfiche Document Management
Outbound
Laserfiche HCM Worker
Documents
Outbound
Custom
EIB/DTS Client
INT002 InTime Employee Scheduling Software
(Police) – Inbound
InTime Time_Tracking Time Tracking
Inbound
Custom
Studio CSLLC
INT003 InTime Employee Scheduling Software
(Police) - Demographic Outbound
InTime HCM Demographic
Outbound
Custom
EIB/DTS Client
INT004 WhenToWork Employee Scheduling
Software (Recreation) - Inbound
WhenToWork Time_Tracking Time Tracking
Inbound
Custom
Studio CSLLC
INT005 WhenToWork Employee Scheduling
Software (Recreation) - Demographic
Outbound
WhenToWork HCM Demographic
Outbound
Custom
EIB/DTS Client
INT006 DocuSign Invoice Approval Signature -
Cloud Connect
DocuSign Security DocuSign
Cloud
Connect
CC CSLLC DocuSign Integration
Template
INT007 Active Directory Outbound TBD HCM Active
Directory
Outbound
Custom
EIB/DTS Client
INT008 Active Directory Inbound TBD HCM Active
Directory
Inbound
Custom
DRAFT
Studio CSLLC
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 31 INT009 E-Verify E-verify HCM eVerify
Outbound
Cloud
Connect
CC CSLLC E-Verify -
Employment
Verification
INT010 CalPERS Medical Outbound CalPERS Benefits Other
Outbound
Custom
Studio
Studio CSLLC
INT011 Delta Dental Dental Outbound Delta Dental Benefits 834 Outbound Cloud
Connect
CC CSLLC ANSI X12 834
INT012 VSP Vision Outbound VSP Benefits 834 Outbound
Cloud
Connect
CC CSLLC VSP: Vision
INT013 Adobe Sign Document Signature
Cloud Connect
Adobe Sign Security Adobe eSign
Cloud
Connect
CC CSLLC Workday Esignature
Integration
INT014 Claremont EAP Outbound Claremont Benefits Demographic Outbound
Custom
EIB/DTS Client
INT015 Wex Inc HSA/FSA Eligibility Outbound Wex Inc. Benefits FSA Or HSA Or Transit Or
Parking
Outbound
Cloud
Connect
CC CSLLC WEX CDex: FSA,
HSA, HRA,
Commuter
INT016 Empower Retirement Deferred Comp
Inbound
Empower
Retirement
Benefits Retirement
Savings
Inbound
Cloud
Connect
CC CSLLC Empower: Retirement
Savings (Inbound) -
Enrollments
INT017 Empower Retirement Deferred Comp
Outbound
Empower
Retirement
Benefits Retirement
Savings
Financials
OutboundClou
d Connect
CC CSLLC Empower: Retirement
Savings (Outbound)
INT018 ACA Outbound IRS Benefits ACA
Outbound
Cloud
Connect
CC CSLLC ACA Information
Returns 2022
INT019 CalPERS Demographic Outbound CalPERS Benefits Other Outbound
Studio CSLLC
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 32 Custom
Studio
INT020 CalPERS Inbound CalPERS Benefits Other Inbound
Custom
Studio CSLLC
INT021 CalPERS Other Outbound CalPERS Payroll Other
Outbound
Custom
Studio
Studio CSLLC
INT022 Wells Fargo Bank Payroll ACH
Outbound
Wells Fargo
Bank
Payroll ACH NACHA
Payment
Outbound
Cloud
Connect
CC CSLLC WPN - ACH PPD
Payment (Enhanced
Performance)
INT023 Wells Fargo Bank Payroll Positive Pay
without Voids Outbound
Wells Fargo
Bank
Payroll Positive Pay
without Voids
Outbound
Custom
EIB/DTS Client
INT024 Standard SSO/SAML Configuration TBD Security Basic SSO SAML Setup
Outbound
Custom
Setup CSLLC
INT025 Temporary General Ledger Tyler Eden Payroll General Ledger
Outbound
Custom
EIB/DTS CSLLC
INT026 NeoGov Outbound Demographic NeoGov HCM Demographic Outbound
Custom
EIB/DTS CSLLC (Option
al – see
Section
7.0)
INT027 Neogov Hires & Job Changes Inbound NeoGov Recruiting ATS Hires and Job
Changes
Inbound
Custom
Studio CSLLC (Option
al – see
Section
7.0)
INT028 NeoGov Requisitions Outbound NeoGov Recruiting ATS Requisitions
Outbound
Custom
EIB/DTS CSLLC (Option
al – see
Section
7.0)
Phase Two (2)
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 33 ID# Integration Name Third-Party
Vendor
Functional
Area
Integration Data
Type Tool Owner
Cloud
Connector
Name
Notes
INT001 Wells Fargo Bank Positive
Pay without Voids Outbound
Wells Fargo
Bank
Financials Positive Pay
without Voids
Outbound Custom
EIB/DTS Client
INT002 Land management system
(permitting, planning) -
Inbound
Accela Financials Accounting
Journals Inbound
Custom
Studio CSLLC (Optional –
see Section
7.0)
INT003 Fuel Master Fuel
Management Solutions -
Outbound
Fuel Master Financials Other Outbound
Custom
EIB/DTS Client
INT004 Financials (AP) Check
Layout
Workday Birt Financials Custom
Check Layout_Low
BIRT CSLLC
INT005 Financials ACH Outbound Wells Fargo Financials ACH NACHA Payment Outbound
Cloud Connect
CC CSLLC WPN - ACH
CCD Payment
(Enhanced
Performance)
INT006 Bank Statement Inbound Wells Fargo Financials Bank Statement Inbound Cloud
Connect
CC CSLLC Import BAI2
Bank Statement
INT007 1099 Filing Outbound IRS Financials Electronic Filing 1099 Outbound
Cloud Connect
CC CSLLC Electronic Filing
1099
INT008 Purchase Order Layout Workday Birt Purchase Order Custom
Layout_Low
BIRT CSLLC
INT009 Customer Invoice Layout Workday Birt Customer Invoice Custom
Layout_Low
BIRT CSLLC
INT010 Customer Statement Layout Workday Birt Customer
Statement Custom
Layout_Low
BIRT CSLLC
INT011 Recreation class
management system -
Inbound
ActiveNet Financials Accounting
Journals Inbound
Custom
Studio CSLLC (Optional –
see Section
7.0)
Integration Tool Key:
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 34 • BIRT = Business Intelligence Reporting Tools
• CC = Cloud Connect
• EIB/DTS = Enterprise Interface Builder/Document Transformation Service • Setup = Web Services or Integration system user setup • Studio = Workday Studio
• Support = Hours allocated for assistance at the direction of Client The interfaces/integrations required for this project include:
• Cloud Connect – CC provides Workday customers with the same level of support as they would receive in the core Workday application. Such Workday integrations are (i) part of the Workday hosted application Service and (ii) provided with ongoing support by Workday in accordance with Workday’s then-current Support and Service Availability Policy. While Workday integrations are designed and developed as part of the subscription license, CSLLC anticipates some amount of time dedicated to configuring and testing the integrations during the implementation.
• Custom Integrations – Custom integrations are developed by CSLLC or Client using Workday’s tools such as Report Writer, EIB, DTS, or Studio.
Reports
The following report configuration is in Scope. Any hours identified for custom reporting support is inclusive of design discussions, requirements gathering and KT.
DRAFT
HCM Reporting
Report Name /
Configuration
Area Description
Organization Footprint HCM - Distribution Trends
and Analysis
Modified version of the Global Footprint
standard report to provide headcount by
location or hierarchy and job family group
Growth Rate by Job Family
Group
HCM - Distribution Trends
and Analysis
Standard report to provide headcount
growth by job family group by month
configured for custom dashboard
Headcount and Average YOS
by Age Range
HCM - Distribution Trends
and Analysis
Standard report to provide headcount and
average years of service by age band and
configured for custom dashboard
Headcount by Management
Level
HCM - Distribution Trends
and Analysis
Standard report to provide headcount by
management level and configured for
custom dashboard
Headcount Growth Analysis HCM - Distribution Trends
and Analysis
Modified version of the Headcount Growth
Analysis standard report to provide
headcount by month
Workforce Tenure – Monthly
Trend
HCM - Distribution Trends
and Analysis
Modified version of the Workforce Tenure –
Yearly Trend standard report to provide
headcount by tenure groups and month
Employee Population Trend
by Gender
HCM - Diversity Modified version of the Employee
Population Trend by Gender standard
report to provide headcount by gender and
month
Ethnicity / Management Level
Analysis
HCM - Diversity Standard report to provide headcount by management level and ethnicity and
configured for custom dashboard
Male / Female Distribution HCM - Diversity Standard report to provide headcount by gender and configured for custom
dashboard
Male / Female Workforce Job
Family
HCM - Diversity Modified version of the Male / Female
Workforce Majority by Country standard
report to provide headcount by gender and
job family
Manager Composition by
Ethnicity and Years of
Experience
HCM - Diversity Standard report to provide manager
headcount, distribution, compa-ratio, and
years in position by tenure ethnicity and
configured for custom dashboard
People Manager Proportions HCM - Diversity Standard report to provide manager headcount by gender and configured for
custom dashboard
Hires by Age Group HCM - Headcount
Movement
Standard report to provide hires count by
age group and configured for custom
dashboard
Promotion Rate HCM - Headcount
Movement
Standard report to provide promotion rate
by quarter and configured for custom
dashboard
Voluntary Terminations by
Management Level
HCM - Headcount
Movement
Standard report to provide voluntary
termination counts by management level
and configured for custom dashboard
Quarterly Turnover Rates HCM - Headcount
Movement
Standard report to provide voluntary,
involuntary, and total turnover rates by
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 36 Report Name /
Configuration
Area Description
quarter and configured for custom
dashboard
Quarterly Turnover Rates by
Organization
HCM - Headcount
Movement
Standard report to provide voluntary,
involuntary, and total turnover rates by
supervisory organization and configured for
custom dashboard
Employee Movement HCM - Headcount
Movement
Standard report to provide hires, transfers,
and terminations and configured for custom
dashboard
Worker Proportion Trends HCM - Structured Dynamics Modified version of the Worker Proportion Trends standard report to provide
headcount of managers and employees by
month
Manager Headcount by
Management Level
HCM - Structured Dynamics Modified version of the Manager Headcount by Management Level standard
report to provide headcount by
management level and month
Span of Control by Job Family
Group
HCM - Structured Dynamics Standard report to provide management ratios by job family and configured for
custom dashboard
Span of Control by Range of
Direct Reports
HCM - Structured Dynamics Standard report to provide manager span of control and configured for custom
dashboard
Span of Control by Month HCM - Structured Dynamics Modified version of the Span of Control by Year standard report to provide manager
span of control by month
Span of Control – Manager
Outliers
HCM - Structured Dynamics Standard report to provide direct report counts and configured for custom
dashboard
Workforce Analysis
Dashboard
Custom Dashboard Configuration of a single custom
dashboard to accommodate the reports
listed above
Age Band Definitions Configuration Configuration of age bands to provide grouping for worker reports
Under and Including Age: 20
Age Incremented by: 10
Over and Including Age: 60
Trended Worker Configuration Configuration of Trended Worker settings and data generation
Financial Reporting
Report Name Area Description
Data Audit - Funds Financial Accounting Listing of the funds in the tenant and the hierarchy structure for those funds.
Data Audit - Cost Centers Financial Accounting Listing of the cost centers in the tenant as well as the cost center manager
assignments, hierarchy structure and
related worktags established for those
cost centers.
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 37 Report Name Area Description
Data Audit - Programs Financial Accounting Listing of the programs in the tenant and the hierarchy structure for those
programs.
Data Audit - Locations Financial Accounting Listing of all locations showing usage, type, hierarchy structure and address
information.
Data Audit - Grants Financial Accounting Listing of all grants in the tenant as well as the grant manager assignments, hierarchy
structure and related worktags established
for those grants.
Data Audit - Revenue
Categories
Financial Accounting Listing of all the revenue categories in the tenant as well the hierarchy structure.
Data Audit - Spend
Categories
Financial Accounting Listing of all the spend categories in the tenant as well as their usages and
hierarchy structure.
Find Projects Projects A custom copy of the Find Projects report that has additional data about the projects.
Find Journal Lines with
Worktag Details
Financial Accounting A copy of the delivered Find Journal Lines report with the worktags broken out into
their own columns for easier viewing and
reporting.
View Plan Lines Budget Report showing all budget lines entered with details about the plan, entry type,
status and all worktag detail.
Balance Sheet by Fund Financial Accounting Custom balance sheet report displaying ledger account balances by fund.
Income Statement by Fund Financial Accounting Custom income statement displaying revenue and spend amounts by fund for
the report period, current YTD, and prior
YTD.
Financial Budget vs Actuals
by Fund
Budget/Financial Accounting This report is designed to show the overall financial budgets by fund and is intended
to be used by the central Budget staff for
an overall picture to determine where they
need to pay attention or drill into the
details using other reports.
Budget vs Actuals by Cost
Center
Budget/Financial Accounting This report is designed to show the overall budget of a fund by cost centers and is
intended to be used primarily by the
central Budget staff to look at the top cost
center hierarchy and get an overall picture
to determine where they need to pay
attention or drill into the details using other
DRAFT
reports.
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 38 Report Name Area Description
Budget vs Actuals for Cost
Center
Budget/Financial Accounting This report is designed to show the detailed budget vs actuals for one cost
center or a cost center hierarchy.
If the user is looking for the details for just
one cost center, he/she can choose to
repeat the columns by either Fund or
Program and can then use the other
parameters to limit the view further as
appropriate.
If the user would like to see the data for a
cost center hierarchy, he/she can choose
to repeat by Cost Center and can then use
the other parameters to limit the view to
particular funds, programs or other
worktags as appropriate.
Budget vs Actuals for
Program
Budget/Financial Accounting This report is designed to show the detailed budget vs actuals for one
program or a program hierarchy.
If the user is looking at the details for one
program, he/she can choose to repeat the
columns by either Fund or Cost Center
and can then use the other parameters to
limit the view further as appropriate.
If the user would like to see the data for a
program hierarchy, he/she can choose to
repeat by Program and can then use the
other parameters to limit the view to
particular funds or cost centers as
appropriate.
Budget vs Actuals by Project Projects/Budget/Financial
Accounting
This report is designed to show a life to
date overview of the budget and actuals
for all projects within a hierarchy and is
used primarily by users who are managing
multiple projects within a project hierarchy
or by the central Budget/Finance team to
get an overview of all projects. From
here, users can determine where they
need to pay attention or drill into the
details using other reports.
Budget vs Actuals for Project Projects/Budget/Financial Accounting
This report is designed to show the
detailed life to date budget vs actuals for
one project at a time.
Budget vs Actuals by Award Grants/Budget/Financial
Accounting
This report is designed to show a life to
date overview of award budgets and is
used primarily by the central Budget and
Finance staff to look at the top grant
hierarchy and get an overall picture of the
award budgets. From here, users can
determine where they need to pay
attention or drill into the details using other
reports.
Budget vs Actuals by Grant Grants/Budget/Financial
Accounting
This report is designed to show the
detailed life to date budget vs actuals for
one grant.
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 39 Report Name Area Description
Find Assets Assets Custom copy of the delivered Find Assets report that adds in relevant fields and
reorders columns to be more practical.
Time Off Liability with
Worktags
Financial Accounting Custom version of the Time Off Liability report that includes worktag detail for cost
center, fund, etc.
Payroll Accounting Details Financial Accounting A report that returns payroll GL entries by worker with worktag details.
Project Remaining Budget
for Rollover
Budget Report for budget team to use when
evaluating project budgets at the end of a
fiscal year and determining the amount of
budget to be rolled to the next fiscal year.
Trial Balance with Worktags Financial Accounting Custom trial balance report used for exporting trial balance data to auditors or
other programs.
Cash Balance by Fund Financial Accounting A report detailing Client’s reportable cash balance by fund.
Payroll Deductions Financial Accounting A report detailing the payroll liability amounts withheld from each payroll.
Depreciation Expense by
Function
Assets/Financial Accounting Depreciation expense detailed by function for annual reporting purposes.
Statement of Net Position Financial Accounting Government-wide statement for annual financial report.
Statement of Activities Financial Accounting Government-wide statement for annual financial report.
Schedule of Expenditures of
Federal Awards
Grants/Financial Accounting Designed to report award expenditures for annual financials.
Up to three (3) formatted
fund financial statements for
annual report
Financial Accounting Fund financial statements for annual DRAFT
financial report.
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 40 Appendix C – Sample Change Order Form
Project Change Order
This Change Order form is used for requesting, documenting and approving changes to the Workday deployment or other applicable service offering, including, but not limited to, changes to the project’s Scope, changes for a major configuration element, timeline/schedule changes, integration specifications changes, addition of resources or any other Deliverable change from the originally planned Workday deployment or applicable service offering.
Summary
Client: XYZ Client
SOW/Project Name: Project ID # / Project Name as it exists in Workday Change Order #: C01 (adjust as appropriate)
Project Manager (Client): Project Manager Name, XYZ Client Project Sponsor (Client): Project Sponsor Name, Title
Engagement Manager
(CSLLC):
Engagement Manager Name, Collaborative Solutions, LLC
(“CSLLC”)
Acceptance Due Date: The date by which Client will need this approved in order to avoid negative Project Schedule impact.
Change Type: Type of change. For example: integration change, request for additional functionality, change in SOW estimate based on design sessions, etc. (usually more applicable to Phase One (1) or Phase Two (2) projects.)
Select one (1):
Term Extension (zero (0) budget add)
Term Extension (additional hours added)
Change in Scope (additional hours added)
Change in Scope (no addition hours added)
Other (detail in request description)
Impact Assessed by: List those assessing the impact. Normally the CSLLC EM, Functional or Integrations Consultant, and possibly someone on the Client side.
Priority: High, medium, or low based on need for the change.
Billing: Select one (1):
Bill under current project
Bill separately under current project
Bill separately under new project
Contract Line Type: Describe the billing basis. For example: Time & Materials, Fixed Fee Installment/Milestone, Prepaid, Subscription. For “Bill under current project,” the billing basis of this Change Order MUST match the applicable SOW’s billing basis.
Is new PO# required? Select one (1):
New PO# (insert PO#)
PO# to be created after receiving countersigned documents No new PO# needed
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 41 Request Description
<<Describe the change and why it is needed. It is important to describe why this was not estimated correctly in the SOW or where the change occurred. For example:
Adding a new integration for Aetna, COBRA, Qualifying Event. Original integration listed on the SOW addressed only Aetna PPO/HMO, did not specify COBRA. Additional forty (40) hours added to cover COBRA QE.>>
If this CO is for an extension, please include the number of hours and budget remaining on current project.
Business Purpose / Reason for Change
<<Describe the purpose/reason for change and be sure to explain the impact to NOT doing the change. For example:
Client offers COBRA coverage for any employees eligible for a COBRA Qualifying Event; this was not included in the original SOW estimate. If Client does not approve this change Client will not be able to provide COBRA coverage.>>
Impact Assessment
Project
Activities
Affected:
Describe the additional work that needs to be done. For example: Create one (1) additional integration or three (3) new performance templates need to be configured, etc.
Deliverables
Affected:
Describe Deliverables affected. For example:
One (1) additional interface file to be delivered to Aetna will be produced.
Project
Schedule
Impact:
Describe schedule impact, if any. For example:
Architect & Configure stage will be extended by one (1) week to complete all integrations.
Include the original end date and new end date, if extending the term of the SOW.
Pricing
Modifications
Modifications to the Pricing are as follows:
Role Rate Hours Cost
Executive
Strategy Manager
Senior Functional Architect (Consulting
Director)
Engagement Director (Portfolio Director)
Engagement Manager
Functional Architect
Senior Principal Consultant
Principal Consultant
Consultant
Analyst
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 42 Total <<total>>
Payment Terms – If Client is adding hours
• Time & Materials SOW: This Change Order will be billed monthly on a Time and Materials (“T&M”) Basis based on actual usage at the rates set forth in the SOW and as identified in the Pricing Modifications above.
• Prepay SOW: This Change Order will be invoiced upon execution by both Parties at the rates set forth in the SOW and as identified in the Pricing Modifications above.
Assumptions
• Describe any new Assumptions different from the SOW. For Example:
• Client will provide the requirements for the new integration. • If not different from the SOW, add “All Assumptions from the SOW dated XX December XXXX apply to this Change Order”, otherwise, if there are new Assumptions different from the SOW, list them here.
Authorization
Client Authorization Signature Collaborative Solutions, LLC Authorization Signature
Name Name
Job Title Job Title
Date
DRAFT
Date
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 43 Appendix D – Detailed Functionality
As the project progresses, there will be a review of the overall Scope after alignment sessions. If the intended Scope is outside of this SOW, a Change Order will be required which may affect overall cost (level of effort) and the Timeline.
Workday foundational elements such as dashboards, reporting, analytics, business process framework, and employee self-service are built into every Workday module.
During Client deployment, the following elements will be in Scope:
• Business Processes: Up to one (1) rule-based business processes per process with no more than twenty (20) steps per business process. Unused steps within a process will not apply to alternate business processes. Includes up to two (2) consolidated templates for applicable processes. Additional business process Scope is limited to what is defined in this Appendix.
• Notifications: Up to five (5) notifications per business process. Unused notifications within a process will not apply to alternate business processes. • Security: Workday delivered security groups will be used. Inactivated or unused security groups and implementers will remain on domain security policy definitions to allow for ease of implementing other functionality in the future. Inactivated or unused security groups and implementers will be removed from the business process security policy definitions to match design requirements identified.
• Custom Objects: Up to two (2) custom object per functional area in Scope with no more than five (5) custom field(s) per object. If custom lists are required, up to ten (10) items per list. Unused custom object(s) may not be applied to other areas. • Guided Tours: Guided Tours are out-of-Scope unless OC&T is in Scope and guided tours are explicitly identified in the OC&T Scope.
• Tenant Branding: Workday delivered tenant branding is in Scope. Any changes to images uploaded will be completed by Client through KT.
• Dashboards: Workday delivered dashboards for the functional Scope below will be configured with Workday delivered reports unless custom reports are included in Scope in Appendix B.
• Translations: Translations conversion is not in Scope. • Scheduled Reports & Alerts: Scheduled reports, task alerts, and business process alerts are not in Scope. General report-based alerts are defined within the Scope in Appendix B. • Setup Values: Current values, including organizations. No historical loads unless needed to support the data conversion Scope described in Appendix E. • Documents: Documents are assumed to be attachments only. Generated documents and/or documents enabled for Adobe e-sign or DocuSign are assumed out-of-Scope.
Templates do not include logos or any specialized formatting unless identified as a BIRT layout in the reporting Scope.
• Request Framework: Request framework is assumed out-of-Scope unless identified below.
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 44 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
HCM: Core Organization hierarchy structure
per organization type
(supervisory, company, cost
center, custom, and location
hierarchy) (not including
organization studio)
Y Up to two (2)
Physical location(s) where
workers perform job functions
(not including workspaces)
Y
Matrix Organization Tracking N
Job Catalog with position-related
attributes such as management
hierarchy (not including skills and
experience)
Y
Staffing Model used to manage
headcount
Y One (1)
Worker Profile for detailed worker
information tracking (not
including Purging)
Y
Worker Document(s) Y Up to fifteen (15) (up to five (5) document security segments
with associated segment-based
security groups)
Regulatory Reporting: Workday
delivered Compliance Reports
Y
Employee Contract(s) N
Probation Period Tracking Y Up to four (4) probation period defaulting rule(s)
Notice Period Tracking N
Contingent Worker Tracking Y
Retiree Functionality Y
Union(s) Y Up to three (3)
Collective bargaining
agreement(s)
Y Up to five (5)
Additional (Multiple) Jobs Y
Position Budgeting N
Onboarding Y
• Onboarding Setup
Template(s)
Up to three (3)
• Additional Worker
Documents
Up to twenty (20)
• Bulletin Worklets Up to eight (8)
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 45 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Form I-9 Tracking Y
Basic HCM Asset Tracking N
Reference Letter Template(s) Y One (1)
Safety Incident Tracking N
Committees Tracking (not
including meeting agendas,
voting and external committee
membership tracking)
N
Workday Assistant Y
Workday Today Y
Custom Security Groups Y Up to three (3) (up to one (1) intersection security group)
Custom Questionnaire(s) Y Up to two (2)
Modifiable Business Processes Y 1. Hire Employees
2. Contract Contingent Worker
3. Onboarding
4. Onboarding Setup
5. Change Job
6. End Contingent Worker
Contract
7. Create Position
8. Terminate Employee
9. Request Compensation
Change
10. Up to three (3) additional
configurable business
processes
Compensation: Core Compensation packages Y One (1)
Compensation grades tied to job
profiles
Y Up to twenty-five (25)
Compensation Grades and
Grade Profiles Combined
Compensation grade steps Y Up to twelve (12) (up to five (5) progression rule(s) total
Compensation Plans (not
including Calculated Plans,
Reimbursable Allowance Plan
functionality, Deferred
Compensation or Compensation:
Processing functionality unless
otherwise called out in Scope)
Y Up to fifteen (15) compensation
plans total
Severance Packages N
Custom Total Rewards
Template(s)
Y One (1)
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 46 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Wage Theft Prevention
Template(s) [New York,
California, Washington DC,
Minnesota Only]
N
Compensation Survey
Management Survey(s)
N
Custom Security Groups Y Up to one (1) (up to one (1)
intersection security group)
Benefits Benefit plans Y Up to fifty-five (55) (up to one (1) benefit rate type each)
Benefit credit(s) and/or
surcharge(s)
N
Benefit group(s) Y Up to six (6)
Benefit Jobs Y
Dependents and beneficiaries
tracking
Y
Benefit Enrollment Event(s)
(including Passive Events)
Y Up to sixteen (16) Benefit Events
(Plus Conversion Events)
Open Enrollment enablement for
current cycle, referencing
existing or in Scope plans
Y
Enrollment Event Rule(s) Y Up to one (1)
Evidence of Insurability (EOI)
management (not including
automation from third-party
vendor)
N
Workday delivered COBRA
Eligibility Processing to thirdparty administrator
Y
Affordable Care Act (ACA)
Measurement Period Tracking
Y
1094/1095-C Reporting Y
Medicare Tracking N
Dependent verification
functionality through use of
custom IDs
N
Custom Security Groups Y Up to one (1) (up to one (1)
intersection security group)
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 47 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Modifiable Business Processes Y 1. Change Benefits for Life Events Review Process
2. Dependent Event
3. Change Benefits
4. Passive Event
5. Up to one (1) additional
configurable business
processes
Talent & Performance
Management
Worker Profile and Skills (not
including qualification equivalence rules)
Y
Workday Skills Cloud Y
Talent Marketplace N
Competencies:
• Proficiency scales
• Rating scale(s) for
competencies
Y
Y
Y
Up to ten (10)
One (1)
One (1)
Career Development Tracking Y
Mentoring Relationships Tracking N
Check-Ins N
Talent review template(s) Y Up to two (2)
Nine-Box (9-Box) Talent
Calibration Program(s)
N
Succession Planning for
Positions & Pools
N
Potential, readiness, retention,
and loss impact tracking
N
Custom talent card layout(s) N
Feedback Enablement
Template(s)
N
Organization and personal goals
management
Y Up to one (1) rating scale & one
(1) completion scale
Performance Review
Template(s)
Y Up to three (3) (up to one (1)
rating scale)
Performance Review Calibration
(Ratings Normalization)
Program(s)
N
Development Plan Template(s) Y One (1)
Performance Improvement Plan
Template(s)
Y One (1)
Disciplinary Action Template(s) Y One (1)
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 48 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Custom Security Groups Y One (1) (can be intersection
security group)
Modifiable Business Processes Y 1. Manage Education
2. Start Performance
Review
3. Complete Manager
Evaluation for
Performance Review
4. Give Feedback
5. Manage Goals
6. Mange Job History
7. Complete Self
Evaluation for
Performance Review
8. Import Professional
Profile
9. Set Review Content for
Performance Review
10. Mange Competencies
11. Manage Succession
Plan
12. Up to two (2) additional
configurable business
processes
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 49 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Learning Management Extended Enterprise Enablement N
Standalone Lesson Enablement Y
Course Enablement Y Up to four (4) total equivalency
rules, up to two (2) total
expiration rules, up to two (2)
content highlight rules
Course/program costing/pricing N
Media Interaction(s) Y Up to two (2)
Course Offering Enablement Y
Programs Enablement Y
Campaigns Enablement Y Up to two (2) audiences with up
to four (4) condition rules each
Workday Content Cloud
Configuration
Y
Learning Security Segment(s)
with associated segment-based
security group(s)
Y Up to five (5)
Custom Security Groups Y One (1) (can be intersection
security group)
Modifiable Business Processes Y 1. Enroll In Content
2. Drop Learning Enrollment
3. Manage Course
4. Up to one (1) additional
configurable business
processes
Absence Management Absence Countries One (1)
Accruals Y Up to ten (10)
Time Off's Y Up to twenty (20)
Purchase or Sale of Time off
(PTO, Annual Leave, Vacation?)
Y
Holiday Calendars Y Up to one (1)
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 50 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Leave Types with an entitlement Y Up to five (5)
Leave of Absence Validations Y Up to three (3)
Leave Types without an
entitlement
Y Up to nine (9)
Self-Administration of leave of
absence
Y
Work schedule calendars with
eligibility rules
Y Up to one (1)
Work schedule calendars without
eligibility rules
Y Up to ten (10)
Leave segment security groups Y Up to three (3)
Modifiable business processes Y Request Time Off
Correct Time Off
Request Leave of Absence
Request Return from Leave of
Absence
e. Up to four (4) total process
steps
f. Up to four (4) notifications
Absence Calendar
No steps or notifications
Time Tracking Time Tracking Countries Y One (1)
Time entry codes Y Up to five (5)
Time calculations Y Up to six (6)
Time entry validations Y Up to three (3)
Time tracking templates Y Up to four (4)
Configurable alerts, including
reports required to build
necessary alerts
Y Up to three (3)
Time Tracking aligned Period
schedules
Y Up to two (2)
Custom Security Groups Y Up to two (2) Intersection
security groups to support
employee and manager selfservice
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 51 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Modifiable business processes Y Enter Time
1. Up to four (4) total process
steps
2. Up to four (4) notifications
Reported Time Batch Event
1. Up to one (1) total process
step
Up to two (2) notifications
Payroll Pay Groups Y Up to two (2)
Earning Codes Y Up to seventy-five (75) Pay
Components
Deduction codes Y Up to fifty (50) Pay Components
Federal Identification Numbers
(FEIN)
Y Up to two (2)
States Y One (1)
Local tax authorities Y Will configure all necessary
locals to comply with state
requirements
Pay frequencies Y Up to two (2)
Payroll period schedules Y Up to two (2)
Configure payroll calculation
rules
Y
Configure Workday on-cycle and
on-demand paycheck template
Y Up to one (1) each
Configure payment elections Y Up to one (1) Payment Election Rule
Garnishments Y
Bank depository and source bank
accounts
Y Up to two (2)
Configure pay slips Y One (1)
Establish payroll accounting to
generate and review payroll
accounting data
Y
Establish comparison rules and
audit components
Y
Settlement rules Y
Third-Party Payroll provider
provides tax, garnishment,
check, and deposit advices
Y
Configure retroactive payroll
processing
Y
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 52 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Configure FLSA calculations –
using delivered Workday
functionality
Y Standard forty (40) hour/week
FLSA processing in Scope
Custom Security Groups Y Up to one (1), (up to one (1)
intersection security group)
Modifiable Business Processes Y Up to five (5) configurable business processes
Custom Payroll Calculations
(Value Compare, Instance Set,
Conditional, etc.) as needed to
support CSLLC best practice
configuration
Y Up to ten (10)
Payroll Standard Dashboards:
• Year End
• Payroll Compliance
• Command Center
• Benefits and Pay Hub
Y
Worker Costing Allocations Y Single Dimension
Core Financial
Management,
Accounting and
Finance
One (1) Currency (USD) Y
• Companies (legal
entities)
• Cost centers
• Custom organizations
Y
Y
Y
Up to five (5) companies
organized in up to three (3)
company hierarchies
Cost centers organized in up to
two (2) independent hierarchy
structures with up to four (4)
hierarchy levels each
Up to one (1) custom
organization if needed with a
hierarchy structure
Locations Y Up to two hundred (200)
Business Asset and Ship-To
Locations and up to three
hundred (300) Inventory
Locations organized in a
hierarchy structure with up to
four (4) levels of hierarchy
Custom Security Groups Y Up to two (2)
Financial Accounting FDM design and utilizing
Workday worktags for analytics
Y
Account sets (parent-child
relationship)
Y One (1) parent-child account set
configuration
Ledger account summaries Y One (1) ledger account summary structure with up to five (5) levels
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 53 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Configure standard/delivered
account posting rules
• Including spend and
revenue categories and
account posting rules for
operational transactions
Y One (1) Posting Rule Set
Categories Y Revenue Categories with one
hierarchy structure containing up
to four (4) levels
Spend Categories with one
hierarchy structure containing up
to four (4) levels
Custom worktags Y Up to one (1)
Custom reports to support
financial reporting for Generally
Accepted Accounting Principles
(GAAP) and regulatory reporting
requirements, Workday financial
statements for external reporting,
and internal management reports
Y See Appendix B
Allocations Y Up to ten (10)
Fiscal schedule (Fiscal Year) Y
Fiscal summary schedule(s) Y
Custom validation(s) Y Up to one hundred (100) custom
validations
Banking and
Settlement
Financial Institutions Y Up to four (4) Financial
Institutions
Configure check printing
modifications and electronic bank
integrations (type of electronic
payments, wire payments and
positive pay, unique by company)
Y Check printing configured for one
(1) Financial Institution
Cash Position N
Bank reconciliation automation
and integrations
Y All operational bank accounts at
one (1) financial institution
Supplier settlement via check or
electronic payments
Y Electronic payment automation
and integrations configured for
one (1) Financial Institution
Budgets Structures (Financial, Award,
Project)
Y Parent-child structure set up for
the financial plan
Position Budget Structure N
Ledgers for encumbrances Y
Budget checking for operational,
Grants, and project budgets
Y
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 54 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Payroll Commitment Accounting N
Supplier Accounts Suppliers including payment
terms, attributes for payments
and 1099 reporting
Y
Active header level purchasing
contracts
Y
Supplier categories and groups Y
Check or electronic payments for
supplier settlement(s)
Y
Tax books, excluding actuals N
Custom Security Groups N
Business Assets Depreciation Profiles Y
Asset Books Y
Procurement Punchouts N
Purchase order layout Y Workday Delivered Purchase
Order Layout
Receiving and matching Y
Supplier Portal functionality Y
Request for Quotation (RFQ)
processes
Y
Strategic Sourcing System Configuration Y ▪ Configure global settings ▪ Configuration of Single SignOn access. Workday will be primarily responsible for
configuration of Single Sign-On
(SSO) access
▪ Configuration of API Tokens
for Supplier Connector
▪ Delivered reports only
Suppliers Y ▪ Configure custom field groups
and custom fields required for
the Supplier Profile
▪ Provide Supplier import
template
▪ Import Suppliers
▪ Configure one (1) supplier
onboarding template and one
(1) performance review
template
Sourcing Y ▪ Configure RFx Template(s),
including the description,
questionnaires & worksheets
▪ Configure up to two (2) RFx
templates
▪ Configure up to two (2)
worksheet templates
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 55 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Pipeline Projects Y ▪ Edit default fields and
configure custom fields &
custom field groups
▪ Configure up to five (5)
Pipeline Project Types
▪ Customize Project layouts
▪ Configure Financial Details
settings
▪ CSLLC to provide project
import template
▪ Data must be formatted per
Workday’s import template
requirements & data
validations
▪ Client will be primarily
responsible for loading
Pipeline Projects with CSLLC
assistance
Contracts Y ▪ Configure up to five (5)
contract types
▪ Configure custom fields/groups
▪ Configure (1) contract template
▪ CSLLC to provide contract
import template
▪ Data must be formatted per
Workday’s import template
requirements & data
validations
▪ Client will be primarily
responsible for loading
contracts with CSLLC
assistance
Customer Accounts Customer attributes for billing
and collection through aging
reports and collection disputes
Y
Invoice layout(s) Y Up to one (1) Custom Customer
Invoice Layout
Statement layout(s) Y Up to one (1)
Custom Security Groups N
Project and Work
Management
Projects of medium complexity
including:
• Project phases
• Project tasks
• Project worker roles/talent
pools
• Project groups
• Basic projects
Y
Y
Y
Y
Y
Y
Delivered Workday Capital
project functionality
Y
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 56 Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Delivered Workday billable
project functionality
N
Project hierarchies Y One primary and one optional
project hierarchy structure with
up to four (4) levels in each.
Project templates (project,
project plan, or a combination
thereof)
Y
Custom Security Groups N
Grants Management Grants: hierarchies, security,
business processes, and Award
Cost Processing (ACP)
Y Up to fifty (50) Active Grants
organized into one hierarchy
structure with up to four (4)
levels.
Awards Y
Sponsors Y
Award Proposals Y
Custom Security Groups N
Prism (Optional – see
Section 7.0)
Enable Prism in the tenant Y
Ingestion of data files Y Up to four (4)
Source systems for data
consumption
Y Up to four (4)
Custom reporting for consuming
Prism analytics information (See
Appendix B)
Y
Ingestion of mapping tables Y Up to four (4)
Establish refresh schedule using
standard Prism secure transfer
site
Y One (1) per ingested file
Mobile Solutions Configure mobile-specific tenant
settings
Y
Security to allow mobile access Y
Access for iPhone, iPad, and
Android
Y
Employee Self-Service Employee Self-Service for all
Workday functionality specified
above
Y
Manager Self-Service Manager Self-Service for all
Workday functionality specified
above
Y
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 57 Financial Planning
Function Functionality Scope In Scope (Y/N) Quantity to Configure
General: Ability to create annual plan Y
Ability to reforecast monthly
One (1) Chart of Accounts structure across
organization
One (1) Fiscal calendar across organization
One (1) Currency for planning
Planning
Models:
Revenue Planning:
• Driver-based revenue model to support
multiple revenue streams
• Up to five (5) supporting schedules to build
bottom-up revenue plan which will allow for
direct data entry at revenue account and
funding source
• Total calculations not to exceed twenty
(20)
Y
Cost of Labor:
• Up to five (5) Employee Types planned
down to the individual employee/position
• Salary and hourly assumptions, as well as
merit increases
• Merit increases to be evaluated against
maximum pay scale for the grade
• Allocations based on the funds and
organization (company and/or department)
• Fringe Benefits and Tax Rates
• Calculate total cost burden by
employee/position
• Total calculations not to exceed twenty
(20)
Y
Expense Planning:
• Up to one (1) expense model to capture
non-personnel related expenses
• Up to five (5) supporting schedules to build
bottom-up expense plan
• Total calculations not to exceed twenty
(20)
Y
Capital Planning:
• Capital sheet will allow to plan for long
term capital improvement projects by
funding source.
Y
Fixed Assets:
• Capital sheet will allow managers to plan
for new assets and straight-line
depreciation will be calculated based on in
service date and useful life.
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 58 Financial Planning
• Forecasted depreciation expense for
existing assets will be imported from
Workday.
Allocations:
• Up to five (5) single step departmental
allocations utilizing Workday Adaptive
Planning’s native allocation engine.
Y
Reporting: Maximum of five (5) Adaptive HTML reports Y
End-to-End process KT sessions will be
conducted during the Deploy stage to train the
trainer along with Client specific process
documentation
OfficeConnect with up to five (5) reports
Provide template for testing scenarios and
training material
KT / Training Adaptive Insight’s implementation methodology involves KT and testing during and after every
model Y
End-to-End process KT sessions will be
conducted during the Deploy stage to train the
trainer along with Client specific process
documentation
Provide template for testing scenarios and
training material
Out-of-Scope: Balance Sheet and Cash Flow Forecasting N Third-party vendor integrations N
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 59 Appendix E – Data Conversion
In Scope person population(s) which are active at time of the Go-Live conversion extract will be included in the conversion process. Clients’ workers who were terminated in the current year based on the final extract date will be included in the data conversion to Workday to support rehires and reporting.
Finance-related History Conversion Assumptions:
• Suppliers active in the two (2) years prior to Go-Live • Customers active in the two (2) years prior to Go-Live Function Scope
Human Capital Management
Active Employees • Up to five hundred fifty (550) Active Full-Service Equivalent (FSE) Employees or Contingent Workers Including Current Associated Personal Data and Current Job Record
• Current data records and job details for all active employees using their current data record
• Compensation – Current Compensation information only
• Job and Compensation History - Unlimited "History from Previous System" • Attachment of Third-Party Documents out-of-Scope
• No Transactional History
Terminated Employees • Terminated workers who received payment in the current year (Using Worker Object)
• Terminated workers will be converted to a Workday organization specified for terminated workers rather than the historical organization structure. • Only a terminated worker’s data at time of termination (i.e., last data record) • Up to five hundred (500) retirees within one (1) benefit group • No History loaded
Benefits • Current Benefit Elections
• Medical History for Current Year for ACA Reporting
• ACA Worker Hours and Wages
• Dependents & Beneficiaries
• Benefit Annual Rates
• Worker Wellness and Tobacco Usage
Absence Management • Time off Balance Conversion Included • Active Leaves for the previous twelve (12) Months (Balance as of Go-Live date, not daily balance conversion)
• Time Off Event Conversions Excluded
Time Tracking • Excluded from the Scope for Go-Live
Performance &
Development
• No Transactional History
• No Prior Performance Reviews
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 60 Function Scope
• One (1) year of Overall Rating History for Performance Review if Advanced Compensation is in Scope. Note that this includes simplified templates with only the rating value (not entire performance review)
• No Goal History
Succession Planning • Excluded from Scope
Payroll • Payroll History Excluded
• Withholding Orders Excluded (active orders to be manually entered by Client) • Tax Elections
• Worker Payment Elections
• Single Dimension Costing Allocation
• Ongoing payroll input will be loaded by Client via EIB/Integration Learning • Up to forty (40) Instructor Assignments
• Up to twenty (20) standalone lessons
• Courses: Up to fifty (50) active Digital and/or Blended courses with up to five (5) lessons each
• Course Offerings: Up to twenty (20) with up to five (5) components each (referencing existing or in Scope blended courses)
• Programs: Up to five (5) programs with up to five (5) components each (referencing existing or in Scope lessons or courses)
• Campaigns: Up to five (5) campaigns with up to five (5) components each (referencing existing or in Scope lessons, courses, or programs) and up to two (2) reminders each
• Historical Records: Excluded
• Historical Courses: Excluded
• External Instructors & Learners: Excluded
Financial Management
Financial
Accounting
• Single Summarized Journal for Each company Per Period with a Maximum of one (1) Year Plus Current YTD - Prior Year Ending Balance • Company Base Currency Only
• Transactional/Detailed Journals are out-of-Scope and will not be included Banking & Settlements • Beginning Balance
• Unreconciled Open items
Budgets • One (1) Prior Year and Current Year Budget Data Customer Accounts • Customers with Activity Within two (2) years Prior to Go-Live • Open Account Receivables Items
Customer Contracts • The Remaining Balance of eight hundred (800 Active customer Contracts and Open Fixed Fee Client Contract Line Types
Supplier Accounts • Up to ten thousand (10,000) suppliers active in the past two (2) years • Supplier invoice history in current calendar year for 1099 reporting • Open supplier invoices are out-of-Scope
Procurement • Open Approved Purchase Orders at time of Go-Live • Open Supplier contracts at time of Go-Live
DRAFT
City of San Leandro and Collaborative Solutions, LLC Statement of Work October 14, 2024 This SOW is proprietary and confidential to Collaborative Solutions, LLC. 61 Function Scope
• Receipts for Open Approved Purchases Orders at time of Go-Live • Open Requisition conversion is out-of-Scope
• Open Request for Quotes (RFQs) are out-of-Scope
Business Assets • Up to two thousand (2,000) Active Capitalized Assets, Reconciled to Balance Sheet [Non-Work in Progress (WIP) related assets only]
• Up to two thousand (2,000) Tracked Expensed Assets (No Cost) Projects • Up to fifty (50) projects active at the time of or one (1) year prior to Go-Live with attributes.
Grants • Up to one hundred (100) Active Grants
Adaptive Planning
(Workday Data
Management)
• Import GL trial balance from Workday (up to one (1) year historical) • Import metadata from Workday (up to ten (10) dimensions) • Import personnel roster from Workday for existing and open positions • Configure User-Sync with Workday
DRAFT