Santa Cruz City Council
December 10, 2024

EXHIBIT D
Insurance Requirements
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its employees, subcontractors, and agents.

A. CERTIFICATE REQUIREMENTS
The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates, • Coverage and policy limits will meet, or exceed, requirements below, • The Certificate Holder will be City of Santa Cruz, Risk Management, 1200 Pacific Avenue, Suite 290, Santa Cruz, CA 95060,
• Certificate will be signed by an authorized representative, • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds, and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required as specified below.

B. MINIMUM SCOPE AND LIMITS OF INSURANCE
Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City of Santa Cruz requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Cruz.

Consultant shall procure and maintain insurance coverage and surety bonds during the term of the Agreement as follows:

1. Commercial General Liability Insurance. (CGL): $2,000,000 PER OCCURRENCE. Proof of coverage for $2 Million per occurrence, including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL. If a general aggregate limit applies, either the general aggregate limit will apply separately to this project/location or the general aggregate limit will be at least twice the required occurrence limit.
• PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

Consultant will maintain insurance appropriate to Consultant’s profession; with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after date of completion of the services under this Agreement. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the Effective Date or start of Docusign Envelope ID: 7AD12AE3-4748-45AB-9A10-DDE5048AC610

18.198
City of Santa Cruz Cooperative Purchase Agreement

work date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the contract of work.

2. Automobile Liability Insurance. $1,000,000. Proof of coverage for not less than $1,000,000 per accident for bodily injury and property damage provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9).

3. Workers’ Compensation and Employer’s Liability Insurance. Worker’s Compensation as required by the Labor Code of the State of California with statutory limits, and Employer’s Liability Insurance for all employees in workplaces involved in this Agreement in the amount of, at least, $1,000,000 per accident for bodily injury or disease. The Certificate of Insurance shall include waiver of subrogation.

4. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Endorsement. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL CPL, and automobile insurance (if transporting hazardous materials) policies with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10 CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
b. Primary Coverage. For any claims related to this Contract, Consultant’s insurance coverage shall be primary insurance as respects the City, its officials, officers, and employees, individually and collectively. Any insurance, self-insurance, or other coverage maintained by the City, its officials, officers, or employees shall be in excess of Consultant’s insurance and shall not contribute to it. c. Notice of Cancellation. The policies specified above are to state that coverage shall not be canceled by either party, except after prior written notice to the City. d. Waiver of Subrogation. Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

The Worker’s Compensation policy will be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. e. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retention must be declared to and approved by the CITY. CITY may require Consultant to provide proof of ability to pay losses and related expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. f. Acceptability of Insurers. Insurance is to be placed with insurers having a current A.M. Best rating of no less than A-VII or equivalent or as otherwise approved by CITY.

Docusign Envelope ID: 7AD12AE3-4748-45AB-9A10-DDE5048AC610

18.199
City of Santa Cruz Cooperative Purchase Agreement

g. Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. h. Excess Liability/Umbrella Insurance Policies. The excess/liability policies will provide similar coverage as the primary CGL policy with no new exclusions - Excess liability insurance must follow form the terms, conditions, definitions, and exclusions of the underlying CGL insurance. The excess/umbrella policy must also be written on a primary and noncontributory basis for an additional insured, and that it will apply before any other insurance that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that other insurance. The policy regarding Limits of Insurance regarding Aggregates must provide that the aggregate limits if applicable shall apply in the same manner as the aggregate limits shown in the Schedule of the Underlying Insurance.
i. Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claimsmade policy form with a Retroactive Date prior to the Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
j. Verification of Coverage. Consultant will furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL, CPL, and automobile Policies listing all policy endorsements to be approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. k. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances, including but not limited to requiring the following: data breach risk, risk of loss in transporting money, financial breach risk, risk in transporting people or goods in vehicle, risk in storing vehicles, construction risks, and environmental hazards.

Docusign Envelope ID: 7AD12AE3-4748-45AB-9A10-DDE5048AC610

18.200
City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Information Technology
SUBJECT: Acceptance of the Proposal and Project Initiation of New Enterprise Resource Planning (ERP) Software Solution – Budget Adjustment (FN/IT/HR/PW/WT/LB)
RECOMMENDATION: Motion to:
1) Authorize the City Manager to execute contracts with AVAAP, in a form approved by the City Attorney to support the City of Santa Cruz (City) in implementing a new Enterprise Resource Planning (ERP) software solution;
2) Authorize the City Manager to execute contracts with Workday, in a form approved by the City Attorney as the new ERP software solution;
3) Authorize the City Manager to execute contracts with Can/Am Technologies, Inc., in a form approved by the City Attorney to support the City in implementing and providing a new municipal cashiering system;
4) Authorize the City Manager to execute contracts with SpryPoint, in a form approved by the City Attorney to support the City in implementing and providing a new utility billing system; 5) Adopt a resolution to amend the FY 2025 budget to newly appropriate $1,057,834 of funds; and
6) Authorize the City Manager, IT Director, or designee to execute any amendments to the above contracts that are within the approved budget, change orders will only be binding when signed by authorized representatives of the City and the vendor.

BACKGROUND: For the past two decades, the City has utilized Tyler Technology's Eden application as the City’s ERP software. However, Tyler Technology has declared that as of March 2027, support for Eden will no longer be available and the City will need to select a new ERP software solution. The Eden ERP system is responsible for enabling various City operations, including but not limited to Accounts Payable, Accounts Receivable, Budget Preparation, Fixed Assets, General Ledger, Human Resources, Payroll, Project Accounting, Purchasing, and Utility Billing.

19.1 While the implementation of a new and modern ERP system will require significant efforts from all City departments, it will provide critical improvements including:
 More efficient evaluation of the City's financials, development trends, and performance measures
 Major advancements in efficiency, transparency, and internal controls, resulting in streamlined operations and enhanced accountability
 Significant improvements in the quality and quantity of information available, leading to more informed decision-making
 Better accessibility to data and other information for residents and businesses, making it easier to understand and interact with the City's operations  Streamlined processes that will allow greater business efficiency and access to data On April 11, 2023, the Information Technology department received City Council approval for the execution of a professional services agreement and scope of work with BerryDunn to support the City in developing a Request for Proposal (RFP) in selecting a new ERP software solution.

Since previous Council approval, the RFP has been fully developed and the City has selected and negotiated Scopes of Work (SOW) with eligible vendors for a new ERP solution.

In anticipation of the extensive scope of work and staff effort required to configure the new ERP solution, adjust citywide business processes, and provide subject matter expertise for the duration of the project, the HR and Finance departments worked to add five limited term employees to the FY25 budget. This budget was presented to and approved by Council on May 28, 2024. The limited term employees include one HR Technician, three Finance Accounting Technicians, one Water Administrative Assistant III, one Water Utility Service Representative, and one Public Works Engineering Associate/ Planner. These limited term employees are intended to take on the daily operational tasks needed to ensure that adequate time and resources are allocated to the Workday, SpryPoint, Teller Can/Am Platform Deployment Project (Project), without taxing permanent employee resources or impacting existing City projects, programs and function.

BerryDunn continues to support the City in coordination and negotiation with vendors for the new ERP solution and implementation services.

DISCUSSION: After the advertisement of the RFP, the City received nine (9) submissions covering comprehensive ERP solutions, ERP business modules, cashiering, and utility billing.

The City evaluated vendor submissions over a 3-month process that involved a selection panel of key representatives from the Finance, Human Resources, Water, Public Works, and Information Technology departments.

Vendor Selection:

The selection panel ranked the proposals received, then conducted demonstrations from the top proposers to a wider selection of City staff including Executive Leadership, Department Functional Leaders, and Subject Matter Experts. Based on these demonstrations, the selection panel finalized their rankings and unanimously agreed on the top proposers. Staff now seeks Council approval to accept one proposal submission by executing contracts and scopes of work with four (4) vendors (one implementation vendor and three software vendors) for the replacement of the City’s aging ERP system.

19.2 Evaluation Criteria:

Phase 1 Proposal Evaluation Criteria Score
Adherence to RFP Requirements 5%
Functionality 15%
Technical Considerations 10%
Approach 10%
Proposer’s Relevant Experience. 2.5%
Key Proposed Personnel Experience. 2.5%
Cost Proposal, Attachment C1 and C2 15%
Total 60%
Phase 2 Demonstration Evaluation Criteria Score
References 2.5%
Functionality Demonstrated 15%
Technical Capabilities 10%
Quality of Presentation 5%
Approach Discussion 5%
Experience Discussion 2.5%
Total 40%
The three best of breed software vendors, Workday, Can/Am, and SpryPoint, each have functional areas that encompass the entirety of the City’s current ERP’s capability and responded to the RFP in a single proposal package. These three vendors have history working and integrating with each other, and implementation of all the vendors will establish a comprehensive ERP system that will be able to grow with the organization.

The City has selected Workday Solutions as the City’s new ERP program. Workday provides a robust solution that supports all business requirements laid out in the RFP. This includes human capital management (HCM), financial management, purchasing and procurement, payroll, and budgeting. They offer an established product and modules that can be implemented in accordance with the needs of the City. Workday can support all current business processes and will allow the City to develop new processes that were previously inaccessible due to the age of our ERP, providing an environment that will allow our ERP to develop as the City’s needs change. Workday also includes a data storage system (Prism) that will allow the City to easily retrieve historical data without relying on retaining the current ERP. Workday has been implemented in organizations worldwide and has many government customers ranging in size from the State of Maryland, the County of Santa Cruz and the Santa Cruz Metro Transit District.

Can/Am offers the Teller cashiering system, specializing in state and local government solutions.

This would replace our current point of sale cashiering software throughout the City as well as restructuring the flow of revenue within the City. Their proposal includes a resident facing portal that would replace the current MyCityofSantaCruz payment portal and integrate smoothly into the Workday system. Cashiering equipment Citywide will also be updated during this process.

19.3 The utility billing solution presented as part of the proposal is a range of software solutions and services from SpryPoint. The new utility billing solution will be comprehensive, including a customer, location and asset information system and dashboard, mobile service for field staff, and data management. The municipality-focused system is equipped to handle specialized situations such as liens, alternate rates, asset rentals, and regulatory reporting. SpryPoint offers robust and detailed customer, property, and account management systems that are accessible both to staff and the public via a customer portal. This portal allows a transparent line of communication between the City and residents by providing timely, accurate data regarding utility usage and billing. SpryPoint has worked extensively with Workday to deliver holistic services to municipalities and has a gateway to integration that will shorten the length of the project and minimize the extensive effort needed from City staff.

Workday currently exists as an established ERP solution which utilizes a single version globally, meaning all customers have access to the same version of all aspects of the solution. This will require the City to configure and implement customized modules and settings to best adapt the software to the City’s current needs and future goals. Doing so requires careful review of each component of the software and consideration for its effect on business processes and workflows, both within the software and in outside systems, such as organizational procedures and interactions with other software. Additionally, configuration will require attention to the regulatory requirements the City is subject to.

The implementation of the new ERP will be an involved and time-intensive process, including but not limited to the following basic components:
 Configuration and adaptation of the Workday environment to the specific needs of the City of Santa Cruz
 Migration of current and previous City data to the Workday environment and Workday’s historical data system (Prism)
 Configuration and implementation of Teller to replace our current cashiering system, including the restructuring of City Revenue workflow
 Configuration and implementation of SpryPoint as the City’s new Utility Billing software, including integration with Workday and eleven other existing applications, such as the City's water metering system, work order management system, and GIS In order to successfully complete the Workday, SpryPoint, Teller Can/Am Platform Deployment Project (Project) in a timely manner and in a way that both configures new systems to the business needs of the City and does not place an undue burden on City staff, the City intends to execute a Main Service Agreement (MSA) with AVAAP. AVAAP is an implementation and configuration vendor with a long history of working with these platforms as a government implementation partner. AVAAP will work as the largest collaborator throughout the project with the City, and as such, details the majority of the Project in its SOW (attached). The City’s published RFP designated an 80-20 split between the contractors and the City for implementation and configuration, with the intent of mitigating some of the demands of the project on City staff. With this consideration, AVAAP and the City have negotiated a detailed SOW and project plan that leverage their many years of expertise to optimize the implementation of the project.

Under the proposed contracts, AVAAP will provide essential contribution to the project, configuring Workday as needed for the City’s business process, working with the City to transfer

19.4 legacy data to Workdays’ Prism, and overseeing the project to meet agreed upon timelines and deliverables.

The Project is estimated to take place over two main phases and three years, with an estimated final go-live in Fall/Winter 2026.

The total amount for the scope of work agreement with AVAAP is not to exceed $4,257,000 which includes a contingency and post go-live support. The total cost of the new ERP solution from Workday over a 10-year period is $5,396,078. The costs for the AVAAP implementation services and Workday subscription will be split between the General Fund, Library and Enterprise Funds based on full-time equivalents (FTEs).

The total amount for the scope of work agreement with Can/Am for configuration and implementation, and subscription over a 10-year period is $2,219,125. The costs for the cashiering application will be allocated to the General Fund, Library and Enterprise Funds based on estimated number of revenue transactions.

The total amount for the scope of work agreement with SpryPoint for configuration and implementation, and subscription costs over a 10-year period is $3,305,164. The costs for the utility billing application will be allocated amongst the Enterprise Funds based on estimated utility billing transactions, with a portion covered by the General Fund to account for the collection of General Fund directed revenues.

The allocation methodologies mentioned above may be subject to updates after implementation and over the course of the subscriptions.

Vendor
Cost
AVAAP Workday Can/Am SpryPoint Total
Implementation
Cost $4,257,000
-
$326,625 $1,198,368 $5,781,993
Year 1 cost - $560,343 $177,984 $167,500 $905,827
Years 2-5 cost - $1,974,732 $711,936 $758,043 $3,444,711 Years 6-10 cost - $2,861,003 $1,002,580 $1,181,253 $5,044,836 Total cost $4,257,000 $5,396,078 $2,219,125 $3,305,164 $15,177,367 Staff recommends that the Council authorize the City to execute contracts with AVAAP, Workday, Can/Am, and SpryPoint for the implementation of a new ERP solution for the City of Santa Cruz.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The Project is exempt from the California Environmental Quality Act per Section 15061 (b)(3) of Chapter 3, Title 14 of the California Code of Regulations (CEQA Guidelines). This section states the general rule that CEQA applies only to projects that have the potential for causing significant effects on the environment.

19.5 This item and the associated project do not meet this classification as all physical impacts of this majority cloud-based project uses existing Information Technology Infrastructure.

HEALTH IN ALL POLICIES (HiAP): The ERP replacement project fulfills program goals in increasing the efficiency of our organization to reach residents and better serve their needs.

The Project supports the following climate action measures as detailed in the 2022 Climate Action Plan.
 Measure W-1.2; Continually updating accounts allows the City to apply rebates to customers in need. Customer information in one application allows for visibility of the household’s usage and needs.
 Measure W3.7, New insights into refuse data—employees are able to receive direction and update accounts in the field, reducing trips with the refuse vehicles.  Measure M4.4; Remote work- reduces in person business processes, making remote work more available to City employees.

The most impacted residents of the new ERP will be those with City utility accounts. This project will enhance equity by expanding digital access through comprehensive, user-friendly customer portals for utility billing and payments. By improving these digital platforms, the City ensures greater accessibility to utility services, making it easier for residents to manage their accounts and interact with the City’s services.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: Yes

2. This recommendation requires a budget adjustment: Yes

3. The recommendation creates an on-going expenditure commitment: Yes FISCAL IMPACT DESCRIPTION: The budget for this initiative has been allocated from the Capital Investment Program (CIP) project c152301, which is designated for the City ERP Replacement. This CIP project was created in Fiscal Year 2023 to track all expenses associated with the City's multi-year ERP replacement effort. The City anticipated the costs of this largescale project and, accordingly, set aside funding from both the General Fund and the Water Fund over the past three fiscal years into project c152301.

There are sufficient funds in Project c152301 to cover the General Fund obligations for implementation and Year 1 Subscription costs for the new software. A Budget Adjustment is included for Year 1 subscription costs, showing as transfers from both the Library and Enterprise Funds and increases the expenditure budget in the project by this amount.

The budget adjustment also makes corrections to the Fund 341 budget and the project budget, as follows:

1. Brings FY 2023 funds for the City ERP Replacement project (c152301) out of the GL account (341-15-10-9910-57990) and into the project.

2. Budgets the FY 2025 labor costs of the limited-term employees, whose FTE were approved in the FY 2025 adopted budget to support the project, into the City ERP Replacement project c152301.

3. Adds $580,800 in expenditure budget, which was incorrectly set at $1,419,200 in the adopted budget.

19.6 4. Moves an approved decision package for FY 2025 to fund the IT Applications project (c152002) into a separate Fund 311. This approved decision package was initially scheduled to be transferred into Fund 341, which risks misplacement of dedicated ERP funds into separate IT projects.

Finance will coordinate with the Enterprise and Library funds to allocate the remaining contributions for implementation costs, which will be billed in milestones rather than upfront.

Any additional budget adjustments for FY25 will be addressed at year-end, and ongoing subscription costs will be included in the annual budgets for the General Fund, Library Fund, and Enterprise Funds.

Prepared By:

Michael Schmidt
Assistant IT Director
Marisol Gomez
Assistant Finance Director
Submitted By:

Ken Morgan, IT Director
Elizabeth Cabell, Finance
Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. BUDGET ADJUSTMENT PAGE 1.PDF

2. BUDGET ADJUSTMENT PAGE 2.PDF

3. RES NO NS-30,130.PDF

4. FY2025 BUDGET ADOPTION PERSONNEL PROFILE- OVERVIEW OF CHANGES INCLUDING LIMITED -TERM POSITIONS.PDF

5. AVAAP USA PROFESSIONAL SERVICES AGREEMENT.PDF

6. WORKDAY MAIN SUBSCRIPTION AGREEMENT.PDF

7. CANAM TECHNOLOGIES SERVICE AGREEMENT.PDF

8. SPRYPOINT MASTER SUBSCRIPTION AGREEMENT.PDF

19.7 City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
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 Clear Form
2025
11/22/2024
Budget transfer revenues for year 1 subscription costs for project c152301, City Enterprise Resource Program (ERP) Replacement, from enterprise funds and make adjustments to fully capture the General Fund contributions to date and the FY 2025 activity for the project.

The first budget adjustment (labeled "1"), increases the expenditure budget for the project by the subscription cost to be borne by the enterprise funds. The following set of budget adjustments ("2"), are the transfers into the project and transfers out of the enterprise funds for the subscription portion of the project. The next adjustments ("3") bring FY 2023 funds for this project out of the GL account and into the project. The adjustments labeled with a "4" accurately budget the FY 2025 labor costs of the limited-term employees whose FTE were approved to support the project. The "5" budget adjustments complete the $2.0M intended expenditure budget commitment for FY 2025, which was incorrectly set at $1,419,200 in the adopted budget. The last set of adjustments ("6") move an approved decision package for FY 2025 to fund the IT Applications project (c152002) in Fund 311, as opposed to at the GL level in Fund 341.

See attached Excel worksheet.
0 See attached Excel worksheet.
0 0
Ken
Morgan
Digitally signed
by Ken Morgan
Date: 2024.11.25
13:27:01 -08'00'
Ken
Morgan
Digitally signed
by Ken Morgan
Date: 2024.11.25
13:27:14 -08'00'
Emily
Burton
Digitally signed
by Emily Burton
Date: 2024.11.22
14:10:17 -08'00'
Elizabet
h Cabell
Digitally signed by
Elizabeth Cabell
Date: 2024.11.26
10:36:59 -08'00' 19.8
Project Number GL Number Project Name Amount
2 c152301-901-0-0 341-00-00-0000-49110 Transfer from Water Fund 196,042 2 c152301-905-0-0 341-00-00-0000-49111 Transfer from Wastewater Fund 80,461 2 c152301-902-0-0 341-00-00-0000-49112 Transfer from Refuse Fund 92,207 2 c152301-911-0-0 341-00-00-0000-49113 Transfer from Parking Fund 40,608 2 c152301-904-0-0 341-00-00-0000-49114 Transfer from Storm Water Fund 3,888 2 c152301-906-0-0 341-00-00-0000-49172 Transfer from Storm Water Overlay Fund 3,388 2 c152301-553-0-0 341-00-00-0000-49901 From Library Fund 60,440 3 101-00-00-0000-49102 From Capital Improvement Projects Fund 2,000,000 3 c152301-912-0-0 341-00-00-0000-49101 From General Fund 2,000,000 6 341-00-00-0000-49101 From General Fund (400,000)
6 350-00-00-0000-49101 From General Fund 400,000
6 c152002-963-0-0 311-00-00-0000-49110 From General Fund CIP Reserve 400,000 Project Number GL Number Project Name Amount
1 c152301-100-2020-0 341-15-10-9910-57901 Supplies, services & capital outlay 477,034 2 711-00-00-0000-59166 To Information Technology Fund 196,042 2 721-00-00-0000-59166 To Information Technology Fund 80,461 2 731-00-00-0000-59166 To Information Technology Fund 92,207 2 741-00-00-0000-59166 To Information Technology Fund 40,608 2 751-00-00-0000-59166 To Information Technology Fund 3,888 2 752-00-00-0000-59166 To Information Technology Fund 3,388 2 951-00-00-0000-59901 Interagency transfers out 60,440 3 341-00-00-0000-59101 To General Fund 2,000,000
3 101-00-00-0000-59166 To Information Technology Fund 2,000,000 2 c152301-100-2010-0 341-15-10-9910-57901 Staff labor 711,841 4 c152301-100-2020-0 341-15-10-9910-57901 Supplies, services & capital outlay (711,841) 4 101-14-11-1241-51911 Interfund labor - credit (372,201) 4 101-12-00-1230-51911 Interfund labor - credit (130,000) 4 101-40-62-4102-51911 Interfund labor - credit (209,640) 5 c152301-100-2020-0 341-15-10-9910-57901 Supplies, services & capital outlay 580,800 6 101-00-00-0000-59166 To Information Technology Fund (400,000) 6 101-00-00-0000-59175 To General CIP Reserve Fund 400,000 6 350-00-00-0000-59103 To CIP Fund 400,000
6 c152002-100-2020-0 311-15-10-9910-57990 Supplies, services & capital outlay 400,000 Revenues
Expenditures

19.9 19.10

19.11 FY 2025 Budget
Personnel Profile - Overview of Changes
Each year, City Council establishes an authorized position list by department through the budget adoption process. For FY 2025, there will be a net increase of twenty-six and three quarters (26.75) full-time equivalent (FTE) positions citywide including Library position adds of three (3) FTEs. Each addition includes varying personnel cost allocations to the General Fund, Enterprise, and other funds, such as the Santa Cruz Library budget.

Note: Limited-Term positions referenced below have a budgeted duration of one year with an option to extend an additional year.

The following is a summary of all classification and position changes:

Public Works - The Public Works (PW) Department proposes the following position changes:

1. Add Limited-Term Engineering Associate 1.0 FTE Position The newly added limited-term position will provide additional capacity to the engineering team amidst numerous Citywide projects such as the fee study and transition to a new Enterprise Permitting and Licensing (EPL) program and upcoming changes to the utility billing . All three projects are additional duties to daily responsibilities, such as permit review, inspections, and managing requirements for the many large development projects occurring citywide. A limited term Engineering Associate would be essential to keep core activities on track, while the Public Works Engineering Associate can contribute to the new EPL and utility billing system transitions. Investing in a limited-term position would support the expertise needed by the Public Works team in order to contribute to the overall project success.

2. Add Equipment Mechanic I/II 1.0 FTE Position
Public Works Fleet has taken on additional work for Police (AME build outs for pursuit vehicles and motorcycles/ATVs). Fire has also met with Fleet to discuss bringing back engines for internal maintenance. This will require an additional 1-2 mechanic(s) to keep up with the demand, especially for safety divisions like Police and Fire, in addition to keeping refuse vehicles maintained daily.

3. Add Resource Recovery Worker I/II 4.00 FTE Positions Post Pandemic, availability and ability of a historical outside contractthat has supplemented line soring and litter abatementhas changed. The Resource Recovery Disposal division would like to supplement the outside contract for recycle line sorting and litter abatement with internal support of four additional Resource Recovery Worker I/II positions.

4. Change of Wastewater Collection Maintenance Technician I 1.0 FTE Position to Wastewater Collection Maintenance Technician II 1.0 FTE The Wastewater Collection Maintenance Trainee/Technologist I/Technologist II classification series was updated in 2013, where the classifications became an alternately staffed series. Alternately staffed positions allow for greater efficiency within the classification to be promoted internally, after incumbents meet minimum qualifications for the higher positions. All positions were re-budgeted at the maximum Wastewater Collection

19.12 FY 2025 Budget
Maintenance Technologist II level with the exception of one position. For consistency, Public Works is requesting to upgrade the one position of Wastewater Collection Maintenance Tech I position to a Wastewater Collection Maintenance Tech II position.

City Manager – The City Manager Office (CMO) proposes the following position changes:

5. Add Administrative Assistant III 1.0 FTE position
The CMO requires the addition of one full-time Administrative Assistant III position to support City Council functions and the Commission for the Prevention of Violence Against Women.

6. Add Limited Term Homelessness Response Shelter and Outreach Specialist I/II .25 FTE Position
A newly grant funded .25 FTE is being added to an existing .75 FTE, bringing the position to

1.00 FTE. The term of the grant is for 2 years.

Finance – The Finance Department proposes the following classification and position changes:

7. Add New Risk Management Technician Classification and 1.0 FTE Position The Finance Department’s Risk Management division requests a new classification and position that specializes in supporting risk management activities such as processing and filing claims/incidents and insurance documents, pursuing reimbursement for damage costs and request estimates of damages incurred to City assets; and assist in coordinating and working with vendors, third-party administrators, and legal counsel.

8. Add Limited-Term Accounting Technicians 3.0 FTE Positions The Finance Department’s Accounting division is requesting three (3) full-time LimitedTerm positions to assist with the regular workload of current staff during the new enterprise resource planning (ERP) transition and implementation.

Water Department - The Water Department proposes the following position changes:

9. Add Limited-Term Administrative Assistant III (AAIII) 1.0 FTE Position The addition of a limited term Administrative Assistant III will assist with absorbing some of the tasks in Utility Billing (UB) as the City implements a new ERP software, an integrated management system for the business processes throughout the City. The proposed limitedterm position would assist current staff who will be committing time on the ERP project.

19.13 FY 2025 Budget

10. Add Limited-Term Utility Service Representative 2.0 FTE Positions The addition of two full-time limited term Utility Service Representatives will assist with absorbing tasks in UB as the City implements a new ERP software. The proposed limitedterm position would assist current staff who will be committing time on the ERP project.

Economic Development and Housing Department - The Department proposes the following position changes:

Multi-million-dollar, multi-year state grants in the Economic Development Department have added to the workload of the Housing Division. In addition, private housing development in the City requires review from staff and the new affordable housing units add to the compliance and monitoring workload of the staff.

11. Add Development Manager 1.0 FTE Position
Key duties of this position will include the following:
• Chart the direction for complex project development plans and applicable funding programs to finance affordable housing projects.
• Develop and oversee multi-layered project budgets from several (6-7) funding sources.
• Manage multiple funding programs' varied regulations, compliance and monitoring and layer them into project performance deadlines, affordability mix, income and eligibility criteria, legal agreements, budget drawdowns and other financing tools. • Negotiate complicated transactions, agreements, and applicable matters for project dev plans.
• Plan, organize and supervise the work of the Principal Management Analyst. • Manage consultants on various project development activities.

12. Add Principal Management Analyst (PMA) - Housing 1.0 FTE Position Private housing development in the City requires review from staff and the new affordable housing units add to the compliance and monitoring workload of the staff. This additional position is key in supporting the Development Manager in implementing project development plans, through preparation of funding applications, reports, studies, and analysis for project development activities, and through developing projections for budget, revenue and expense projections from multiple funding sources.

13. Add Principal Management Analyst (PMA) - City Arts 1.0 FTE Position Over the past years, the City Arts Program was instrumental in funding projects to promote economic recovery and public health and safety embodying the ideals of the City’s Health in All Policies. With the increased grant infrastructure activity, there is a burgeoning number of projects requiring public art programming. In the face of the development of the downtown, the Arts Commission has renewed their call for implementation of a public art assessment on private development. Building out this program and new funding stream will require the skills specific to a Principal Management Analyst working with the current Development Manager.

19.14 FY 2025 Budget

14. Delete Economic Development Coordinator I/II .50 FTE Position This is an administrative correction removing a .50 FTE position.

Information Technology (IT) - The IT Department proposes the following position changes:

The City is currently experiencing a notable surge in requests for IT application support while simultaneously overseeing multiple ongoing projects focused on modernizing existing business software solutions across the organization. These initiatives include updating various applications, such as the Land Use Management, Permitting and Licensing application, Document Management Software, Computerized Maintenance Management System, and providing support for over 90 applications citywide.

15. Add Business Systems Analyst (BSA) III – Operations 1.0 FTE Position To effectively manage the increasing workload and ensure the efficiency and security of its IT systems, there is a critical need to add an additional IT Business Systems Analyst III. This role will play a pivotal part in supporting the general funded departments, enhancing processes, and improving efficiency by serving as a bridge between City departments and IT’s technology solutions. Most significantly, as the City is currently in the process of selecting and implementing a new ERP application, this IT BSA III position will actively participate and lead the City in an initiative to implement a solution that captures the City’s intent to improve processes, shape business procedures, and facilitate organizational change for the foreseeable future.

16. Add Business Systems Analyst (BSA) III – Enterprise Public Works 1.0 FTE Position The IT needs within the Public Works Department are on the rise as the department, working with IT, has and continues to modernize their business processes and legacy software platforms. The key objectives for this position include implementing CityWorks as the Computerized Maintenance Management System for Fleet, Streets, and Facilities, updating and modernizing the Parking Control Software Suite, establishing more robust reporting for the traffic signal infrastructure, modernizing reporting and analysis at the Waste Water Treatment Facility, improving business processes for the refuse component of the City's ERP replacement, and updating and customizing critical refuse applications. This position would report to the Information Technology department but be funded by Public Works.

Police - The Police Department proposes the following classification and position changes:

17. Add New Police Investigative Analyst Classification and 1.0 FTE Position The need and expectation for specialized investigative forensic work continues to grow as technology evolves which requires extensive experience and continual training opportunities. Like many other law enforcement agencies, the industry is moving towards employing non-sworn staff to manage investigative forensics. This approach allows sworn

19.15 FY 2025 Budget
staff to focus on their caseload and hopefully reduces the turnover rate of employees dedicated to investigative forensics.

18. Add New Police Property and Evidence Supervisor Classification and 1.0 FTE Position The addition of a Supervisor position in the Property & Evidence section would allow for monitoring and organizing workflow, and identification of inefficiencies and pathways for improving productivity, compliance and revenue streams. Additionally, the position would oversee staffing performance, provide guidance and support, identify development needs, and manage the reciprocal relationship between staff and the Department. Finally, the position would set goals and targets to develop plans to grow with ever changing federal, state and city laws and regulations and the Department's mission and values.

19. Add New Police Records Supervisor Classification and 1.0 FTE Position The addition of a full-time supervisor position in the Records section of the Police Department would allow for monitoring and organizing workflow, identifying inefficiencies and pathways and for improving productivity, compliance and revenue streams. The position would be overseeing staffing performance, providing guidance and support, identifying development needs, and managing the reciprocal relationship between staff and the Department. Additionally, they would set goals and targets to develop plans to grow the section with ever changing Federal, State and City laws and regulations and the Department's mission and values.

Human Resources (HR) – The Human Resources Department proposes the following position changes:

20. Add Administrative Assistant II (AAII) 1.0 FTE Position The request to add an AAII position is driven by the pressing need to enhance Human Resources operational efficiency, manage workload distribution effectively, and ensure the HR team continues to deliver the necessary support to all city employees. This role will serve as a critical support pillar for all divisions in the department, ensuring that the HR Department can continue to provide employees with a high level of service.

21. Add Limited-Term Human Resources (HR) Technician 1.0 FTE Position The addition of a limited term Human Resources Technician position will be essential in continuing with the day-to-day tasks of the current technicians as current staff will be spending a significant amount of time on the implementation and testing of the new ERP software.

19.16 FY 2025 Budget
Library - The Library Department proposes the following position changes:

22. Delete Systems Coordinator 1.0 FTE Position
This position would be replaced by in-house assignments as well as contracting out for help with the Library website. An impetus behind this move is that the web will be moved to the cloud and the system will rely on purchased systems and less on custom developed design.

23. Delete Accounting Assistant I .50 FTE Position
The savings from deleting this vacant part-time position would be better utilized by adding the funding to other positions in the Library.

24. Add Librarian I/II 1.0 FTE position
Adding this position would assist the Library with achieving their goal of having a librarian at every library branch.

25. Add Librarian III (outreach) 1.0 FTE position
Adding this position would assist with managing the workload of the Library’s Outreach section. This includes management of the jail services program at both the adult and youth levels.

26. Add Bookmobile Library Assistant II .50 FTE position The addition of a Bookmobile Library Assistant II (LA II) would work in a multi-functional capacity supporting operations throughout the Library system. This position would help to serve as back- up for the other Bookmobile LAII who couriers books and materials throughout the system daily. The Library has long needed a reliable back-up for this important job because without this service books do not circulate throughout the system based on need and patron requests for items. This staff person would also work to support the new Live Oak Annex site. The hours at the new site will be minimal but it's necessary to maintain the collection at that location. Finally, this staff person will help to back up the bookmobile drivers if an absence occurs.

27. Add Library Assistant III 1.0 FTE position
The Library would like to add this position in the FY 2025 budget with the plan to design a new classification to take its place and with the same costing.

28. Add Accounting Assistant II 1.0 FTE position
This position would lead the accounting function for the Library. They would be responsible for daily organization of library accounting work. They would process invoices and purchase orders. They would also request insurance requirements and work with Library managers to ensure Department of Industrial Relations projects are filed.

19.17 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 1
Professional Services Agreement With
Avaap U.S.A., LLC
THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and Avaap U.S.A., LLC (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of December 13, 2024 (the “Effective Date”).

NOW, THEREFORE, in consideration of each other’s mutual promises, the Parties hereto agree as follows:

SECTION 1: SCOPE OF WORK
Consultant will furnish services as defined and described in the Scope of Work, attached hereto as Exhibit A and incorporated herein.

SECTION 2: RESPONSIBILITIES OF CONSULTANT
All work performed by Consultant, or under Consultant’s direction, shall be rendered in accordance with the generally accepted practices, and to the standards of, Consultant's profession. Consultant represents and agrees that Consultant: (i) is fully experienced and properly qualified to perform the work and services provided for herein, (ii) has the financial capability required for the performance of the work and services, and (iii) is properly equipped and organized to perform the work and services in a competent, timely, and workmanlike/professional manner, in accordance with the requirements of this Agreement.

Consultant shall not undertake any work beyond the Scope of Work set forth in Exhibit A unless such additional work is approved in advance and in writing by City. The cost of such additional work shall be reimbursed to Consultant by City on the same basis as provided for in Section 4.

If, in performing the work, it is necessary to conduct field operations, security and safety of the job site will be the Consultant's responsibility excluding, the security and safety of any facility of City within the job site which is not under the Consultant's control.

Consultant shall meet with Ken Morgan, Director of the Information Technology Department, hereinafter called "Director", or other designated and authorized City personnel, or third parties as necessary, on all matters connected with carrying out Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party. Review and City approval of completed work shall be obtained monthly, or at other intervals as may be mutually agreed upon during the course of this Agreement. Review, approval, or acceptance of Consultant’s work by City or others shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

SECTION 3: RESPONSIBILITIES OF THE CITY
City shall make available to Consultant all necessary data and information in the City's possession and shall actively assist Consultant in obtaining such information from other agencies and individuals as needed. Consultant is entitled to reasonably rely upon the accuracy and completeness of such data and information, and Consultant shall provide City prompt written notice of any known defects in such data and information.

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure approval.

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19.18 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 2
SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in Exhibit A and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit A.

Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Such payments shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work Where conflicts regarding compensation may occur, the provisions of this section apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $4,295,400 without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

This Agreement is contingent upon the appropriation of sufficient funding by the City for the services covered by this Agreement. If funding is reduced or deleted by the City for the services covered by this Agreement, the City has the option without penalty or liability to either terminate this Agreement or to offer an amendment to this Agreement indicating the reduced amount.

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City agrees to reimburse Consultant and Consultant’s employee(s) for only authorized travel expenses, as indicated by a mark below, and according to the City’s Travel Reimbursement Policy. It is expected that all travel expenses incurred by Consultant while conducting activities on behalf of the City will be at reasonable rates and that Consultant and Consultant’s employee(s) will exercise prudence in incurring these expenses. ☒ Meals: Meals are reimbursed at the current GSA Meals & Incidental per diem rate by county (www.gsa.gov/travel). The City does not reimburse for actual costs for meals. Reimbursement is based solely on per diem rates. Do not submit meal receipts.
• Travel before 8:00am qualifies for breakfast reimbursement. • Travel between 8:00am – 1:30pm qualifies for lunch reimbursement. • Travel between 1:30pm – 7:00pm (or later) qualifies for dinner reimbursement. • Days between hotel stays and days starting before 8am and ending after 7pm, qualify for the full GSA Meals & Incidental per diem rate.
☒ Ground Transportation: Ground transportation is reimbursable when it is for travel between the Consultant’s place of business, an airport, or Santa Cruz hotel, as applicable, to the City work location.

1. Reasonable fees for taxis, shuttles, buses, trains, light rail, ride hailing services (Uber, Lyft or other), and similar modes of transportation will be reimbursed. Receipts are required for reimbursement.

2. When using vehicles owned by Consultant or Consultant’s employer:
• Mileage will be reimbursed at the current IRS mileage rate. • Evidence of automobile liability insurance meeting the City’s requirements must be provided. • Maps showing starting point, City work location, and total miles are required for reimbursement.

3. Use of car rentals are reimbursable when:

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19.19 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 3
• Travel is necessary from an airport to the City work location. • The rental reservation is made as far in advance as is practical and the lowest possible price is obtained. • Insurance coverage is included, and the car is returned with a full tank of gas. • The smallest vehicle necessary is rented.
• Parking expenses are included in the GSA Meals & Incidental per diem rate. The City will not pay additionally for parking expenses.
• Receipts are required for reimbursement.
☒ Airfare: Airfare is reimbursable when the Consultant’s place of business, or Consultant’s employee’s home, is more than 250 miles away from Santa Cruz.
• Airfare must be lowest available coach class fare. Flights may be non-stop. • Airfare must be booked as far in advance as is practical. • Fees for one piece of checked luggage (and any equipment necessary for the work being done) will be reimbursed.
• Extra charges for seat assignments, refundable tickets, travel insurance/protection, and similar fees are not reimbursable.
• If the City cancels the need for travel and the ticket cannot be changed or refunded, the ticket cost will be reimbursable.
• Receipts are required for reimbursement.
☒ Lodging: Lodging is reimbursable when the Consultant must work on site for two or more consecutive days and the Consultant’s place of business or personal residence, is more than 60 miles away from Santa Cruz. • Lodging is reimbursed up to the current GSA rate by county (www.gsa.gov/travel). • Costs for hotel rooms above this rate are the responsibility of the traveler. • Receipts are required for reimbursement.

General Rule

1. Travel expenses not listed or checked above will not be reimbursed.

2. Travel reimbursements are paid after the completion of travel. There are no travel advances.

3. Exceptions to any of the above requirements require advance written permission from the Director or City’s designated agent contracting with the Consultant.

4. Tips and gratuities will not be reimbursed.

5. Alcoholic beverage purchases will not be reimbursed.

6. Consultants will exercise prudence in incurring reimbursable expenses.

7. The City of Santa Cruz has the sole discretion to deny any reimbursement request the City has determined to be excessive or an inappropriate use of public funds.

SECTION 6: CHANGES IN WORK
City may negotiate changes in the Scope of Work. No changes in the Scope of Work shall be made without the written approval of City and Consultant. Any change requiring compensation in excess of the sum specified in Exhibit A shall be approved in advance in writing by the City. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be for 21 months beginning on the effective date of this Agreement and terminating on upon completion of the Scope of Work. Upon mutual agreement by the Parties, this Agreement may be renewed annually under the same contractual terms and conditions by letter agreement.

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19.20 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 4
Consultant shall begin work as specified in a written authorization (e.g., Notice to Proceed) to perform services. The written authorization to perform work shall not be issued until after this Agreement has been approved and authorized by the City.

The work schedule for completion of the work shall be as shown in Exhibit A. In the event that major changes are ordered, the schedule for completion as stated in Exhibit A may be adjusted by City so as to allow Consultant a reasonable period of time within which to complete any additional work which may be required as a result of the ordered changes.

Neither party will be held responsible for delay or default caused by declared emergencies, natural disasters, or any Force Majeure event which is beyond the party's reasonable control. Consultant will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source during any on-going suspension of service due to the circumstances outlined above.

Consultant acknowledges that it is necessary for Consultant to complete its work on or before the completion date set forth in Exhibit A in order to allow the City to achieve its objectives for entering into this Agreement. The City acknowledgesthat Consultant’s work requirestimely participation and review from the City. The Parties therefore agree that time is of the essence in the performance of this Agreement.

SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The City may, at its option, allow Consultant to cure its failure to perform within 10 business days (or longer period authorized in writing by the City) from the date of the City’s termination notice. The termination shall be become effective if Consultant has not cured within the specified time period to the City’s satisfaction.

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from the date of the Consultant’s written termination notice specifying the default in performance. Consultant must provide a written notice of termination to the City not less than 30 calendar days of the effective termination date.

Upon notice of termination by either the City or Consultant, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. No other compensation will be payable for anticipated profit on unperformed services.

SECTION 9: INSURANCE AND LIMITATION OF LIABILITY
Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit B. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder. The insurance coverages required shall not in any way limit the liability of the Consultant.

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19.21 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 5
OTHER THAN FOR CONSULTANT’S INDEMNIFICATION OBLIGATIONS PROVIDED IN SECTION 10

BELOW, OR FOR BODILY INJURY OR DIRECT DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY TO THE EXTENT CAUSED BY CONSULTANT’S GROSS NEGLIGENCE, WILLFUL OR RECKLESS MISCONDUCT, AND/OR FRAUD, CONSULTANT’S AND ITS SUBCONTRACTORS’

AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES TO CLIENT HEREUNDER, WHETHER

IN CONTRACT OR TORT, SHALL BE LIMITED TO ACTUAL DIRECT MONEY DAMAGES IN AN

AMOUNT NOT TO EXCEED TWO TIMES THE FEES PAID OR OWED BY THE CITY UNDER THE APPLICABLE SOW FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT GIVING RISE TO THE CORRESPONDING DAMAGE CLAIM. THE PARTIES SHALL EACH USE REASONABLE EFFORTS TO MITIGATE THEIR DAMAGES. THESE LIMITATIONS ARE REASONABLE AND REPRESENT THE AGREED ALLOCATION OF RISK BY THE PARTIES.

EXCEPT TO THE EXTENT CAUSED BY CONSULTANT’S FRAUD, WILLFUL MISCONDUCT, OR

NEGLIGENCE, UNDER NO CIRCUMSTANCES SHALL CONSULTANT BE LIABLE TO CLIENT FOR ANY

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS

OF PROFITS, LOSS OF DATA OR LOSS OF USE OF DATA, REGARDLESS OF THE FORM OF ACTION,

WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF THE CITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

SECTION 10: INDEMNIFICATION
Consultant agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its officials, officers, employees, agents, and volunteers (collectively, “Indemnitees”) from and against any and all third-party liability, claim, action, loss, injury, damage, judgment, or expense, including attorneys’ fees and costs (“Losses”) caused by or resulting from the negligence, recklessness, or willful misconduct of Consultant, Consultant’s officers, employees, agents, or subcontractors in any way related to this Agreement. Consultant’s duty to indemnify and hold harmless Indemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of Indemnitees. Consultant’s obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

SECTION 11: EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION POLICIES City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations, and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and http://www.cityofsantacruz.com/home/showdocument?id=59192.

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19.22 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 6
SECTION 12: LEGAL ACTION/ATTORNEYS’ FEES
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief. The laws of the State of California, with jurisdiction in the Santa Cruz County Superior Court, shall govern all matters relating to the validity, interpretation, and effect of this Agreement and any authorized or alleged changes, the performance of any of its terms, as well as the rights and obligations of Consultant and the City.

SECTION 13: AMENDMENTS
This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of services set forth in Exhibit A.

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit A.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff (as defined in the applicable Statement of Work) assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance.

2. Consultant Services Only. Consultant is employed to render professional services only and any payments made to Consultant are compensation solely for such professional services.

3. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to indemnify, defend and hold harmless the City, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

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

4. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

5. Subcontractors. Consultant shall obtain prior approval of the City prior to subcontracting of any work pursuant to this Agreement. If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Santa Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.23 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 7
Cruz, its officers, officials, employees, agents, and volunteers as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, or acting on Consultant’s behalf pursuant to this Agreement, as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultants is an independent obligation from the City’s obligation to make payments to the Consultant.

6. Assignment. This Agreement shall not be assigned without first obtaining the express written consent of the Director or after approval of the City Council; provided, however, that the foregoing shall not apply to an assignment by Consultant to a subsidiary, parent, or any successor entity in the event that such Consultant shall change its corporate name, merge, or consolidate with another company or such third party acquires substantially all of Consultant’s business or assets.. Neither party may assign this Agreement unless this Agreement is amended in accordance with its terms.

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest lawsin performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, (Gov’t. Code §§1090, 87100), Levine Act (Gov’t. Code §84308), and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City. The Consultant may be permitted to retain copies of such work for information and reference except to the extent which work references confidential City information. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason. Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable. Notwithstanding any other provision of this Agreement to the contrary, Consultant shall retain the rights in any pre-existing standard drawing details, designs, specifications, databases, computer software, proprietary information, documents, templates, and any other property owned by Consultant on the date of this Agreement or developed outside of this Agreement.

9. Intellectual Property and Indemnity. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computersoftware programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity.

To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.24 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 8
expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement.

If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

10. Confidentiality.
a. Consultant shall not acquire any ownership interest in data and information (“City Data”) received by Consultant from City, which shall remain the property of the City. Certain information may be considered confidential (“Confidential Information”). Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly to Consultant through any means of communication, either verbally or in writing even if it has not been designated in writing as “Confidential” to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City Data and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
b. Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
c. Consultant shall take appropriate action to address any incident of unauthorized access to City Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.25 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 9
damage caused by the sole or active negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

11. Consultant's Records/Audits. Consultant shall maintain accurate accounting records and other written documentation pertaining to the costs incurred relating to this Agreement for examination and audit by the City, State, or federal government, as applicable, in compliance with Gov. Code §8546.7 for a contract in excess of $10,000, or in compliance with other applicable federal laws (e.g. 48 CFR 31) or regulations for a period of three (3) years from: the date of the final City payment for Consultant's services, or from the date of final disposition of real property or equipment acquired with federal funds, or date of the termination of this Agreement, whichever is later. If Consultant engages a subcontractor to perform work related to this Agreement with a cost of $10,000 or more over a 12-month period, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement.

12. California Public Records Act. City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Cruz County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.

13. Compliance with Laws. All activities of Consultant, its employees, subcontractors and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations. Consultant further agrees to comply with the covenant of good faith and fair dealing and other provisions of Santa Cruz Municipal Ordinance chapter 3.09, or otherwise Consultant may be subject to penalties including being declared an irresponsible contractor.

14. Licensure. Consultant agrees that Consultant, its subcontractors and/or agents (if any) has/have complied with all applicable federal, state, and local licensing requirements and agrees to provide proof of a current City of Santa Cruz Business Tax Certificate if:
• Consultant, its subcontractor(s) and agent(s) or its business is/are located in the City of Santa Cruz; • Will perform actual work in the City of Santa Cruz for 6 or more days annually; or • Will use company vehicles to deliver within the City of Santa Cruz for 6 or more days annually.

For additional information and licensing requirements, view the City’s Business Licenses and Permits webpage or call the Revenue and Taxation division at 831/420-5070.

15. Living Wage. Every contract for services to the City for $10,000 or more, is subject to City of Santa Cruz Living Wage Ordinance number 2000-25. If applicable, Consultant agrees to comply with the requirements of the Living Wage ordinance as provided in Santa Cruz Municipal Code Chapter 5.10.

16. Prevailing Wages for Public Work. To the extent that the work or services to be performed under this Agreement may be considered a “public work” (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Consultant (and any subconsultant performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.26 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 10
Agreement. Consultant (and any subconsultant) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.) To the extent applicable to the scope of work and services under this Agreement, Consultant agrees to be bound by the state prevailing wage requirements, including, but not limited to, the following:
a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775; b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5; d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers.
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work.
g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

17. Storm Water Requirements. To the extent applicable to the Scope of Work under this Agreement, Consultant, Consultant’s employees, subcontractors, and agents are required to abide by the applicable City of Santa Cruz Storm Water Best Management Practices (BMPs) for the duration of the work. The City’s mandatory Storm Water BMPs, which are listed according to the type of work, operations, or business, are located on the City website at: https://www.cityofsantacruz.com/government/city-departments/public-works/stormwater/bestmanagement-practices

18. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested.

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19.27 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 11
Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104-20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

19. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, a strike, lockout or other labor difficulty, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, the only remedy is that there may be an equitable adjustment of the schedule based on City’s sole discretion.

20. Complete Agreement. This Agreement, along with any attachments, is the full and complete integration of the Parties’ agreement with respect to the matters addressed herein, and that this Agreement supersedes any previous written or oral agreements between the Parties with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Agreement and any other agreement (written or oral), the terms of this Agreement shall control.

21. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

22. Waiver. Waiver by any party of any portion of this Agreement shall not constitute a waiver of the same or any other portion hereof.

23. Governing Law. This Agreement shall be governed by and interpreted in accordance with California law.

24. Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

25. MacBride Principles/Peace Charter. City of Santa Cruz Resolution NS-19,378 (7/24/90) encourages all companies doing business in Northern Ireland to abide by the MacBride Principles and Peace Charter.

26. Notices. If either party shall desire or is required to give notice to the other such notice shall be given in writing, via email, and concurrently delivered by: (a) personal delivery, in which case notice is effective upon delivery; (b) overnight courier (i.e., Federal Express) with charges prepaid or charged to the sender’s account, in which case notice is effective when delivered; (c) priority U.S. Mail, in which case notice shall be deemed delivered on the second business day after the deposit thereof with the U.S. Postal Service. Notices shall be addressed to recipient as follows:

To CITY: To CONSULTANT:

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19.28 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 12
Information Technology
Attn: Ken Morgan
809 Center Street, Room 8
Santa Cruz, CA 95060
[email protected]
Avaap USA, LLC
Attn: Legal
1400 Goodale Blvd, Suite 100
Columbus, OH 43212
[email protected]
Changes to the above information shall be given to the other party in writing ten (10) business days before the change is effective.

27. Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

28. Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
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19.29 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 13
Signature Requirements for Business Entity:
a. Corporation – 2 officer signatures required (one from each group, unless person signing holds officer positions in both Group 1 and 2):

Group 1: Chief Executive Officer, Chairman of the Board, President, or Vice President Group 2: Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer b. Partnership - Signature of General Partner, or signature of partner who is authorized to execute documents per the Certificate of Partnership. If authorized partner is a corporation, follow Corporation signature requirement. c. LLC- For a member-managed LLC, signature of any member. For a manager-managed LLC, signature of the manager. If the LLC has corporate officer designations, follow Corporation signature requirement.

See, City’s Signature Requirements for Business Entities for more information.

Approved As To Form:

By: _____________________________ Date: __________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: _____________________________ Date: __________________ Matt Huffaker
City Manager

CONSULTANT
By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50 11/25/2024

19.30 City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 14
EXHIBIT A: SCOPE OF WORK

PLEASE SEE ATTACHED STATEMENT OF WORK
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19.31 Statement of Work-001
Workday Implementation Services for City of Santa Cruz
November 12th, 2024
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19.32 2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)
Confidential
Table of Contents
Statement of Work ..........................................................................................................................................1

1.0 Responsible Parties ..............................................................................................................................1

2.0 Description of Services .........................................................................................................................1

3.0 Implementation Scope ..........................................................................................................................2

4.0 Schedule ...............................................................................................................................................4

5.0 Professional Fees & Expenses .............................................................................................................6

6.0 Charges for Out-of-Scope Services ......................................................................................................9

7.0 Invoicing and Payment..........................................................................................................................9

8.0 Change Control Procedure ...................................................................................................................9

9.0 Definitions ...........................................................................................................................................10

10.0 Assumptions......................................................................................................................................11 Appendix A: Detailed Functional Scope .......................................................................................................15 Detailed Project Functional Scope........................................................................................................15 Technical Scope......................................................................................................................................39 Integration Scope ......................................................................................................................................39 Data Conversion Scope ............................................................................................................................41 Workday Prism Scope...............................................................................................................................46 Reporting Scope .......................................................................................................................................47 Change Management Scope ....................................................................................................................48 Project Management Scope......................................................................................................................53 Appendix B: Avaap Elements Implementation Methodology (based on Workday Launch) .........................55 Elements Methodology..............................................................................................................................55 Phase 0 – Pre-Project Planning................................................................................................................55 Plan Stage.................................................................................................................................................56 Architect & Configure Stage......................................................................................................................58 Test Stage.................................................................................................................................................62 Deploy Stage.............................................................................................................................................64 Post-Production Support ...........................................................................................................................66 Appendix C: Work Product Inventory ...........................................................................................................68 Appendix D: Detailed Project Roles .............................................................................................................71 Avaap Team Roles....................................................................................................................................71 Client Team Roles.....................................................................................................................................73 Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.33 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Statement of Work
This Statement of Work (“SOW”) is subject to all terms and conditions of the Master Services Agreement (“MSA”) between Avaap U.S.A., LLC (“Avaap”) and the City of Santa Cruz, California (“Client”) (defined in table below) (collectively the “Parties”). All terms of the MSA are incorporated herein by this reference. Terms not defined in this SOW are defined in the MSA and form an integral part of the same. In the event of a conflict between the terms of the MSA and the terms of this SOW, the terms of the MSA shall control unless specific terms of this SOW are expressly intended to modify specific inconsistent terms of the MSA, in which case, such modifications shall be valid only for this particular SOW.

Client City of Santa Cruz
MSA Date
SOW # 001
Project Name City of Santa Cruz ERP and UB Project

1.0 Responsible Parties
For this project effort, the following individuals will be responsible for all communication and work products, and accountable to their respective organizations in meeting the terms of this SOW.

Avaap Executive Sponsor Client Project Sponsor
Name: Charlie Miller Name: Michelle Templeton
Phone: 303 525 5391 Phone: 831 420 5015
E-mail: [email protected] E-mail: [email protected]

2.0 Description of Services
Avaap’s Workday deployment services (the “Services”) are designed to support Client’s assessment, configuration, training plan, testing, and deployment of Client-provided Workday software solution, as a replacement for the system(s) currently used by Client. Configurations are limited to the capabilities available within the standard Workday solution.

Further scoping discussions and understanding of business needs may alter the proposed approach and be reflected in a detailed project plan mutually agreed upon in writing with Client or as an amendment to this SOW. Deviations from project scope, as set forth within this SOW, must be agreed upon by both Parties in writing and follow the Change Control Procedure.

The scope of work set out below describes the organization, functionality, data conversion, integrations, reports, change management, training, and project management that will be a part of the project. This scope will be delivered in one or more deployment phases, as outlined below:

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19.34 Avaap – City of Santa Cruz – SOW-001
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Draft SOW(SH)

Deployment Phase  Description
Phase 1
Phase 2
Workday HCM/Payroll
Workday Financials

3.0 Implementation Scope
Workday will be configured in accordance with Workday software subscription procured by Client and the information provided below:

Client Environment Scope
Employee Population 1001
Language All communication, documentation, data, and deliverables will be delivered in English. Translations are not in-scope.

Currency US currency
Countries USA
Security Single sign-on
The following Functional Areas are included in-scope and will be configured in accordance with Functional Scope outlined in Appendix A, Detailed Functional Scope. Items not listed below are assumed to be out of scope.

Functional Areas Workday SKU Deployment Phase
Human Capital Management (HCM)
Core HCM CHCM 1
Core Compensation CHCM 1
Benefits Administration BEN 1
Talent Optimization (Performance) TLO 1
Learning LRN (TBD after Phase 1 Go
Live)
Help Help 1
Payroll Administration (US) USP 1
Absence Management CHCM 1
Time Tracking TT 1
Financial Management
Financial Accounting FIN 2
Banking and Settlement, Cash Management FIN 2
Budgets FIN 2
Business Assets FIN 2
Customer Accounts & Contracts FIN 2
Grants GM 2
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19.35 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Functional Areas Workday SKU Deployment Phase
Projects PRJT 2
Inventory INV 2
Procurement PRO 2
Supplier Contracts (AP) (with Procurement) PRO 2
Supplier Accounts PRO 2
Transaction Tax FIN 2
Adaptive Financial Planning ADPT 2
Conversion
HCM Data Conversion N/A 1
FIN Data Conversion N/A 2
Reports
Custom Reports N/A 1/2
Prism Analytics PRA 1/2
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19.36 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

4.0 Schedule
This SOW is based on the use of Avaap’s implementation methodology, as outlined in Appendix B. Unless mutually agreed, services under this SOW will commence within ten (10) business days of the Effective Date or according to the Schedule outlined below, whichever comes later and continue until the Project is complete.

The following timeline provides specific dates for each activity outlined in Appendix B. Although these dates are specific, the timing of each activity may vary. Inability to meet the phased dates and complete the tasks may have an impact on the project timeline and could result in a project change order.

Phase 1 – HCM/Payroll
Estimated Dates
Pre Plan Start Pre Plan Finish
12/16/24 1/10/25
Estimated Dates
Plan  A&C  Test  Deploy  Post-Prod
Start Date 1/13/25 3/19/25 8/14/25 11/27/25 1/1/26
Finish Date 3/18/25 8/13/25 11/26/25 1/1/26 2/12/26
*Please note that the exact Go Live cutover date will be determined by Client’s 2025 and 2026 payroll schedules.

Phase 2 – Financials
Estimated Dates
Pre Plan Start Pre Plan Finish
7/1/2025 8/04/2025
Estimated Dates
Plan  A&C  Test  Deploy  Post-Prod
Start Date 8/5/25 9/22/25 1/27/26 5/5/26 7/1/26
Finish Date 9/19/25 1/26/26 5/4/26 7/1/26 8/12/26
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19.37 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

The final schedule is determined as part of the Plan phase.

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19.38 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

5.0 Professional Fees & Expenses
All Services provided hereunder are provided on a Fixed Fee basis. Pricing is based upon finalizing contracts on or before December 15th, 2024.

Payment Schedule
Avaap invoices the Client based upon the schedule below. Avaap agrees to 10% holdback per invoice.

Holdback is released/paid at the completion of the project as depicted below. Payment milestone schedule finalized during the Pre-Plan and Plan phases.

Total for both Phases = $3,315,000.

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19.39 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Project Contingency
Contingency Clause

1. Contingency Fund
A contingency fund will be held by the City under this Agreement in the amount of 20% of the total contract value ("Contingency Fund"). The purpose of the Contingency Fund is to cover unforeseen costs, issues, or changes that may arise during the performance of the services outlined in this Agreement, including, but not limited to, changes in scope, technical challenges, and unforeseen additional costs beyond Consultant’s reasonable control as set forth below.

Estimated Contingency fund is $660,000.

2. Use of the Contingency Fund
The Contingency Fund is eligible for use by the Consultant only for the following purposes:
• Unforeseen Costs: For additional costs arising from unforeseen issues that are beyond the Consultant’s control and not due to Consultant’s gross negligence, and that could not have been anticipated at the time the Agreement was executed.
• Scope Changes: For additional work or modifications to the scope of services that have been formally approved by the City through a written change order or amendment to this Agreement. • Technical Challenges: To address technical difficulties or issues that arise while delivering services, which require additional effort or resources.

Use of the Contingency Fund requires prior written approval from the City. The Consultant must submit a request for release of contingency funds, including a detailed justification and documentation supporting the need for additional funds. The City will review and approve or deny the request based on its assessment of necessity, reasonableness, and the availability of funds.

3. Administration and Approval
• The City and Consultant will follow the Change Control Procedures identified in Section 8 of the Statement of Work for Administration and Approval of use of Contingency Fund.

4. Reporting and Documentation
The Consultant shall maintain accurate and complete records of all expenditures from the Contingency Fund, including amounts requested and approved.

5. Limitations on Contingency Fund Use
The Contingency Fund shall not be used for:
• Costs resulting from the Consultant’s failure to meet contractual obligations, including delays, deficiencies, or poor performance.
• Costs arising from items already included within the original scope and cost estimates of the Agreement.

Notwithstanding the above, as City budgets are on an annual cycle and are influenced by the prevailing economic conditions and other factors that may be beyond its control, the City reserves the right to make modifications to the amount in the Contingency Fund without penalty or liability to Consultant. City shall have no obligation to pay any amount in the Contingency Fund to Consultant. City and Consultant may enter into an amendment to this Agreement to reflect any reduced amount of the Contingency Fund.

Optional Service Offerings.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.40 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Below is the estimated pricing for our optional Ongoing Support Offering (Application Management Services or AMS). AMS start date to be finalized as part of the final project plan and per Client approval. Year 1 is assumed to begin following the conclusion of the Phase 1 hyper care period.

Below is a description and professional fee structure for the optional offering. • Invoiced as Time & Material.
• Hours not used are not billed.

Scope Area
Estimated Consultant
Hours
Estimated Avg Hourly
Labor Rate
Estimated Total
Year 1 720 (60 hrs/month) $195.00  $140,400
Year 2 480 (40 hrs/month) $210.00  $ 100,800
Year 3 360 (30 hrs/month) $220.00  $ 79,200
TOTAL $320,400
Optional AMS services are not currently in-scope for this SOW but can be contracted separately and may include, but are not limited to, the following:
• Optimization – Avaap will provide Workday Certified resources to help with tenant diagnostics, existing configuration assessments, business process reviews, and integration health checks. • Enhancements – Avaap will provide Workday Certified resources to assist with the deployment of new functionality, or integrations.
• Presentations – Avaap can be requested to demonstrate new functionality or integrations. The Consultant can also be assigned tasks in researching data related issues and identifying the root cause.
• Update & Release Support – Assistance with reviewing the release notes, demonstrating new changes, and testing impacts to the existing functionality. • Testing – Engagement in debugging, building of high-level testing scenarios, or reviewing of configuration/integrations prior to deployment to production. • Deployment – Support during any final deployment of configurations or integrations into the production tenant.
• Workday Guidance –Knowledge transfer via system walkthroughs, integration reviews, and other activities to help better understand existing Workday tenant setup or tasks scheduled for deployment.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.41 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Travel and out-of-pocket expenses
Travel and out-of-pocket expenses are not included in the fees stated above and will be invoiced per the terms in the MSA. For planning purposes, we have estimated $282,000. There are typically four to five times when a team travels onsite (Phase 0, Plan, Architect and Configure, Test and Deploy). Additional on-site visits and related travel expenses may be identified and mutually agreed upon in advance during the project. Travel will typically be scheduled only if a consultant has at least 8 hours of work.

6.0 Charges for Out-of-Scope Services
All charges for services not defined above or explicitly listed as Out of Scope Components will be quoted based on the time and material rates in the following table below.  Labor rates increase by 1.5% on the anniversary of the initial move to production date. Rates are not inclusive of any related travel.

Role Maximum Hourly Labor Rate
Executive Sponsor $325.00
Program Director $300.00
Engagement Manager $275.00
Architect $275.00
Principal Consultant $250.00
Senior Consultant $225.00
Consultant $200.00
Senior Analyst $175.00
Analyst $150.00
Workday Product Expert $425.00

7.0 Invoicing and Payment
All Services will be invoiced per the terms of the MSA.

8.0 Change Control Procedure
Either Client or Avaap may request changes to the Services, Service Deliverables, and/or any other aspect of a SOW through a written change order (“Project Change Order”). Promptly thereafter Client and Avaap shall discuss what impact the Project Change Order will have on the Services and Service Deliverables and on pricing, timing, quality, and other terms of the applicable SOW. Any changes to a SOW agreed upon by the Parties because of the foregoing process shall be set forth in a change order signed by the Parties (“Change Order”). Once a Change Order is signed, it shall amend, and become part of, the applicable SOW. Neither Client nor Avaap is obligated to change the Services, Service Deliverables, or any other aspect of a SOW unless a Change Order for such change has been signed by the Parties and Avaap shall not be required to suspend its performance of the Services while the negotiation of a Change Order is ongoing.

If any of the following events occur while Avaap is engaged to provide the Services (each a “Change Order Event”), Avaap shall be entitled to a Change Order to eliminate such adverse impact (the following list is not all-inclusive):

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.42 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

(i) The scope, approach, or timing of the Services change; (ii) Delays are encountered that are beyond the reasonable control or negligence of Avaap, including delays caused by third party software and hardware vendors or their related products and/or services; (iii) An assumption set forth this SOW is invalid; or
(iv) Client fails to meet its obligations outlined in this SOW.

Avaap shall notify Client within a reasonable period after becoming aware of a Change Order Event.

Notwithstanding anything to the contrary in the applicable SOW, if Client and Avaap do not sign a Change Order within thirty (30) days, or agreed upon timeframe, of Client’s receipt of such notice, Avaap may suspend or terminate the Services upon written notice to Client. Change Orders will only be binding when signed by authorized representatives of each of Client and Avaap.

9.0 Definitions
Capitalized terms not otherwise defined in this SOW are defined elsewhere in the Agreement and have the same meaning in this SOW as ascribed to them therein.

Move-to-Production refers to the deployment of Workday functionality into production for Client’s use as part of its normal operations. More than one Go-Live may be contemplated by this SOW, as specified in the “Detailed Project Scope” appendix.

Parties – Avaap and Client.

Tenant - a unique instance of the Workday service with a separate set of data held by Workday in a logically separated data storage (i.e., a data segregated through password-controlled access). While Workday may supply additional tenants, the following tenants will be used for the deployment of Workday for Client.

Foundation Tenant – This is your initial tenant supplied by Workday and acts as your starting point for design sessions.

End-to-End Tenant – used for End-to-End testing and user acceptance testing. The full dataset will be converted into the End-to-End Tenant, and only minimal data gaps/issues are expected to persist for this conversion.

Parallel Tenant – used for Parallel Payroll Testing. This is a copy of the End-to-End Tenant with additional payroll data, or a new Tenant which may require a full build. transactions will be performed to bring the Parallel Tenant in line with transactions in production for the equivalent period. Only limited data issues/gaps are acceptable in this conversion.

Gold Tenant – used for Client’s initial deployment to load Client’s configuration and data. Once validated, this Tenant is moved to production. Only limited data issues/gaps are acceptable in this conversion.

Sandbox Tenant – used for Client’s postproduction development and testing activities. The Sandbox tenant is used by the AMS team to support modifications or new configurations when the Client is in production with the affected workstreams. This is included in the Client’s Workday subscription.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.43 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Sandbox Preview – populated by Workday ahead of scheduled releases so that Clients can evaluate and test to assure compliance with functionality of a new Workday release (twice per year). This is included in the Client’s Workday subscription.

10.0 Assumptions
The Professional Services Fees and timeline for the project are based on the assumptions set in this SOW. If any of these assumptions are not met, Avaap will advise Client following the defined project escalation procedures.

10.1 General Assumptions
a. The Client Project Sponsor and the Avaap Executive Sponsor named in this Statement of Work commit to making the necessary staff available to assist with the successful execution of this project as identified in this SOW. This level of participation is essential to assuring the timely completion of all project tasks. During the Plan stage, Avaap will identify the tasks that are expected of Client in the form of a Project Plan. b. The goal of the Client is to standardize and align business processes, business practices, and business policies across the enterprise. The Client is responsible for verifying that the configured content is appropriate for the Client. Business process approval routings and condition rules will be configured based on standardization and alignment to Workday delivered functionality across business processes to the greatest extent possible. During the implementation Avaap Team will provide best practice recommendations and examples of other government clients for the City’s deployment. c. Client will advise Avaap of its schedule in sufficient detail and any periods of unavailability to allow for the effective and efficient deployment of Avaap’s resources and planning for all project activities over the life of the project.
d. Except for specific tasks identified in this SOW, the Client owns the relationship with Workday and the Workday Service.
e. Workday Training Credits, Workday Delivery Assurance services, and the Workday Adoption Toolkit will be purchased directly from Workday and are not included in Avaap’s Professional Fees.
f. Client will ensure that its resources timely complete all Workday training for their respective roles prior to the commencement of the appropriate stage. g. Delays caused by incorrect or incomplete Client-provided information or Client’s failure to timely meet obligations may result in scheduled delays and/or other impacts to the Project timeline and fees. Avaap and Client would mutually adjust the schedule and related milestones to align to agreed to changes.
h.
i. Client chooses how Workday is configured to meet its business and legal needs and Client understands that it is responsible for determining if its chosen configuration complies with Law. However, to assist the Client, during the implementation, the Avaap Team will provide best practice recommendations and examples of other government clients for the City’s deployment.
j. Notwithstanding anything to the contrary contained in the MSA, approval and acceptance of Services Deliverables by Client shall occur as follows: Client will review and provide Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.44 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

responses or approvals for all agreements within ten (10) business days and key project decisions, and deliverables within five (5) business days.

10.2 Deployment and Scope Assumptions
a. Updated Workday functionality will be assessed for inclusion in the project scope subject to Client Project Sponsor review and approval and per the Change Order process. b. Any changes to the in-scope items listed in Section 3.0 or to the detailed scope tables in Appendix A may result in a change order.
c. Avaap’s delivery of Services is dependent on timely completion of all tasks assigned to Client in the Project Plan.
d. The estimated deployment timeline above assumes that all Client’s organizations, including manager and employee self-service, use a standardized business process framework.
e. Client will have knowledge of and/or provide documentation that reflects its existing business processes. Avaap will not perform fit/gap or deep-dive review or analysis of Client’s business requirements.
f. Foundation Alignment Sessions do not constitute a "design" of delivered business processes - instead they are intended to review the delivered pre-configuration and modify the existing configuration to support Customer requirements, provide knowledge transfer, and validate Customer Data or Professional Services Data to support the Launch program configurations.

10.3 Testing Assumptions
a. Client is responsible for assigning a Test Manager to drive and oversee the Testing stage. b. Avaap will provide a Client-Side Test Coordinator to support Client’s assigned Test Manager and testing activities.
c. Avaap will pre-populate project SmartSheet with both Avaap and Workday delivered test scenarios.
d. Client team will develop detailed test scenarios based on Client’s user requirements and system configuration. Customer will lead testing and sign off on the final configuration prior to move to Production. Avaap will support issue resolution to Client’s testing efforts. e. All configuration decisions will be finalized, and unit tested during the Architect & Configure stage.
f. Configuration freeze will be implemented at the end of Unit Testing (prior to E2E tenant build). Further changes to “passed” unit testing configuration will be deferred to post golive and addressed by Client. g. Avaap will provide guidance and assistance to Client’s Test Manager and test team during test execution of each of the test cycles.
h. Avaap will assist with Client prioritization of defect severity and assign items for resolution. i. Avaap Engagement Manager shall provide guidance, informal knowledge transfer, and advisement to the Client Test Lead during text execution, defect management, and status reporting.

10.4 Data Conversion Assumptions
a. Client is responsible for supporting Avaap data team in navigating existing legacy systems, advising data mapping activities, and being generally available to answer questions.
b. Avaap is responsible for extracting data from Client’s source systems.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.45 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

c. Strategy for attachments residing in Client legacy systems will be discussed and planned for during Phase 0 and Plan stage
d. Avaap is responsible for populating and supplying data in the Workday-prescribed format and is responsible for ensuring data is cleansed and duplicate values removed upon Client’s approval.
e. Client is responsible for verifying the accuracy of the data in the Tenant once loaded. f. Manual conversions will be utilized when Avaap and Client agree the volume is too low to justify the cost of developing an automated conversion program for specific data sets g. Each Data Gathering Workbook file is allowed a maximum of 3 data load attempts per data load cycle (tenant build). More than 3 data load attempts may be considered a Change Order Event.
h. Failure to properly populate the Workday Deployment Workbooks by scheduled due dates may impact the project schedule and Go-Live timing. This is a jointly owned activity by Avaap and the Client.
i. A data freeze is required so that Client’s current data as of a specific date can be loaded into the Gold Tenant. Client is responsible for entering Catch-Up Transactions (i.e., any transactions occurring between data freeze and Move to Production) into Workday.

10.5 Integration Assumptions
a. Client will lead the relationship interactions with third-party vendors and/or internal system owners required to deploy integrations. Client will coordinate timely responses from and secure data transfer and integration testing with all vendors and internal systems. Client is responsible for third-party vendor adherence to project timelines and schedules; Avaap will not be held responsible for any related delays that impact project timelines. b. If a change is needed to an internal platform, Client assumes responsibility for such changes.
c. Client will provide an SFTP server for integration file exchange during the project. d. Client is responsible for testing all integrations, including data verification. Any unit testing performed by Avaap does not include detailed functional scenarios, which will be tested by Client during End-to-End testing.
e. Revenue related integrations for SpryPoint and Teller will be owned by SpryPoint and Teller.
f. Clients may choose a prioritized list of integrations that are critical for go-live. If the go-live critical integrations are delivered on time, the integrations work stream should not be considered red.

10.6 Change Management Assumptions
a. Client will designate a resource to represent the City for the “Organizational Change Management Lead” role. This person will assist with organizational knowledge, oversee the Client OCM resources, and review and approve deliverables and approaches for adoption.
a. Any extensions to the Project timeline or functional scope additions must be evaluated to determine impacts on the Change Management Services and may result in a Change Order Event. The Change Management activities and deliverables listed in Appendix A apply only to the timeline and functional scope outlined in this SOW. b. The Change Management Service is intended to accelerate end-user adoption of Workday and does not include support for concurrent initiatives or broader transformation efforts.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.46 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

The scope of this service is limited to the tasks in Appendix A. Any organizational design, Standard Operating Procedure (SOP) development, operating model, or job role redesign work is out of scope for this service and wholly owned by the Client. c. Client has an active subscription to the Workday Adoption Kit and will provide access to Avaap resources defined in this SOW.
d. Client will provide appropriate access to non-production Workday tenants and other projectrelated resources that may be required to fulfill this SOW, e.g. Teams and SharePoint sites, etc.

IN WITNESS WHEREOF, Avaap and Client have caused this Statement of Work to be executed and delivered by their respective duly authorized representatives as of the date set forth below.

Avaap U.S.A., LLC Client:

By: By:

Name: Name:

Title: Title:

Date Date
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.47 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Appendix A: Detailed Functional Scope
This section provides the detailed project scope and Avaap’s scope assumptions for aligning the Client’s current business processes in HR (Human Resources), Financial, and Payroll systems within Workday.

The processes listed below in the “Functional Configuration and Setup” detail key Workday business processes and configuration to be delivered.

During the Architect & Configure stages of the project, Avaap and the Client conduct Alignment sessions, taking into consideration the scope assumptions detailed in this section. If these sessions identify items that are not included in the scope summary below, both Parties will work in mutual good faith to resolve the omissions as outlined in the Change Control Procedures.

The mutual goal is to finalize the configuration designs during the Architect & Configure stage.

Detailed Project Functional Scope
The information presented below was established based on preliminary conversations with the Client and Avaap’s experience with and knowledge of Workday.

For each functional area, the tables below provide a high-level definition of the overall functionality of the related Workday module and the defined configuration parameters. These configuration parameters serve as the basis of estimate and align to Avaap’s understanding of Client’s core business requirements.

Primary Scope Considerations (indicated in tables below those items highlighted in Bold with an asterisk [*]) represent key drivers for the proposed level of effort. Any changes will impact the level of effort and require a Change Order. Avaap and the Client will work in good faith to identify a resolution.

Secondary Scope Considerations provide additional guidelines for how Avaap plans to configure the Client’s solution. For Secondary Scope items that include a metric or value listed next to them, a 10% variance on metrics or work effort is included in-scope.

At the end of each project phase, Avaap conducts a Scope Alignment Analysis effort to identify any differences in-scope. If the level of effort necessary to configure Workday is significantly increased due to Client decisions that impact the scope tables below, a Change Order may be required. This can affect the overall cost (level of effort) and timeline.

Avaap will also provide guidance and a knowledge sharing plan to empower Client functional/technical resources how to complete the activity.  Avaap will also provide Workday best practice support as the Client configures the remaining items outside of the scope guidelines.

The information presented below was established based on requirements within the RFP and Avaap’s experience with and knowledge of Workday.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.48 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Core HCM
Functional Area  In Scope (Y/N) Scope
Multi-Country   N/A US Only
Organization Structure per Organization Type
(supervisory, cost center, company, region,
location hierarchy)
Y 1 Supervisory Org [*]
Up to 2 for all other
organization types
Pay Groups Y
Cost Center Organizations Y
Legal Entities Y Up to 1
Staffing Models (Position and Job Management
Staffing Models) [*]
Y Position Management
Only
Management Hierarchy   Y Up to 3
Job/Positions Y Up to 350 Job Profiles
Up to 50 Job Families
Up to 25 Job Family
Groups
Up to 6 Employee Types
Up to 6 Contingent Worker
Types
Up to 9 Management
Levels
Service Dates Y Workday delivered service
dates
Tenant Branding Y 1 Tenant Standard
Multi-factor Authentication Y
International Assignment Type   N
I-9 Functionality Y
Unions [*]  Y Up to 8
Retiree Organization [*] Y Up to 1
Multiple Jobs   Y
Matrix Organizations N
Custom Objects   Y Up to 3
Custom Organization Type & Hierarchy Y Up to 1 type
Change Job Templates   Y Up to 3 delivered templates
Onboarding Documents   Y Up to 10
Custom Onboarding Templates Y Up to 2
Custom Onboarding Bulletin Worklets Y Up to 2 customized including up to 4 content
items in each
Onboarding Dashboard Announcements Y Up to 2
Custom Security [*]  Y Up to 2 Regulatory
Required. View only – not
used in BP’s
Exit Survey Y Up to 1 questionnaire with
up to 15 questions, routed
to existing security groupDocusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

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2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

excluding custom reporting
of responses
HCM Modifiable BP’s  • Hire Employee
• Create Position
• Contract Contingent Worker
• Onboarding
• Terminate Employee
• Change Job
• End Contingent Worker Contract
• Onboarding Setup
• Additional Data (to support any
effective-dated custom objects)
Core Compensation
Functional Area  In Scope (Y/N) Scope
Salary Plan   Y Up to 1
Hourly Plan   Y Up to 1
Allowance Plans   Y Up to 5
One-Time Payments   Y Up to 10
Compensation Packages [*]  Y Up to 1
Severance Package   N
Compensation Grades [*]  Y Up to 25 grades
Compensation Grade Profiles [*]  N
Compensation Steps [*]  Y Up to 10 steps per grade
with period progression
Compensation Basis Y Delivered
Total Rewards Statement Y Workday delivered TRS
Compensation Modifiable BPs  • Request Compensation Change • Request One Time Payment
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.50 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Benefits
Functional Area  In Scope (Y/N) Scope
Benefit Groups [*]  Y Up to 15
Plan Year Definitions (current year, ongoing etc) Y Up to 3 Benefit Plans (including eligibility rules, coverage
tiers, and rates)
Y Up to 50
Enrollment Event Types & Cross Plan Enrollment
Rules (including Eligibility Changes, Life Events,
and Reinstatement Events)
Y
Individual Rates Y
Benefit Annual Rates Y
Dependent Verification   N
Retiree Benefits [*]  Y  Up to 1 Retiree Benefit
Group utilizing active
plans
Surviving Spouse Plans Y Up to 1 Surviving Spouse
Benefit Group utilizing
active plans
Grandfathered Plans N
Pension Plans Y
Enrollment Event Rules   Y Up to 1
ACA Y Core ACA Functionality:

ACA Measurement Periods
and Eligibility, ACA
Dashboard, Setup for 1094-
C and 1095-C Reports
COBRA Y COBRA Eligibility
Designations for
Participants who lose
Coverage
Passive Event Rule Y Up to 1
Open Enrollment Y
Manage Evidence of Insurability Y
Eligibility driven off Custom ID’s, Custom fields or
Actual Hours Worked
N
Benefits Modifiable BP’s  • Change Benefits for Life Events • Change Benefits
• Dependent Event
• Passive Event
• Change Beneficiary
• Change Retirement Savings
• Start Open Enrollment
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.51 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Talent/Performance
Functional Area  In Scope (Y/N) Scope
Performance Review Templates [*]   Y Up to 3
Goal Setting Template N
Performance Improvement Plans [*]  Y Up to 1
Disciplinary Action Templates   Y Up to 3
Disciplinary Action Reasons & Categories Y Up to 10 reasons & categories for 1 country
Development Plan Templates   N
Development Items N
Talent Review Templates   Y Up to 1
Talent Pools   N
Feedback   N
Check-Ins N
Ad Hoc Goals   N
Organization Goals N
Calibration   N
Succession Pools [*] N
Positions for Succession
(includes readiness setup)
N
Assess My Teams Potential   N
Assess Potential N
Mentors & Connections, including Add a Mentor
during Hire
N
Competencies
(includes behavior setup and associations to Job
Profiles)
Y Up to 30
Succession Planning [*] N
Skills and Experience Setup Y
Skills Cloud Y With ISA Opt In
Worker Career Profile Setup Y Job History, Education,
Languages, Certifications,
Internal Projects, Work
Experience, Interests
(Career Interests, Job
Interests, Travel &
Relocation Preferences),
Achievements (Awards &
Activities), Professional
Affiliations, Training
Talent Modifiable BP’s  • Start Performance Review
• Set Review Content for
Performance Review
• Complete Self Evaluation for
Performance Review
• Complete Manager Evaluation for
Performance Review
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.52 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

• Start Disciplinary Action
• Complete Self Evaluation for
Disciplinary Action
• Complete Manager Evaluation for
Disciplinary Action
• Manage Competencies
• Manage Certifications
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.53 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Learning
Functional Area  In Scope (Y/N) Scope
Standalone Lessons   Y Up to 25
Digital Courses   Y Up to 50
Media Files Imported   Y Up to 250
Blended Courses   Y Up to 5
Course Offerings   Y Up to 5
Campaigns   Y Up to 4
Campaign Audiences Y Up to 4
Topics   Y  Up to 10
Topic/Segment Based Security Groups   Y Up to 2
Learning Instructors Y Up to 50
Learning Assessors Y Up to 50
Learning Transformation Survey N
Course Cost [*] N
Reason Codes for Drop Learning Enrollments,
Cancel Learning Enrollments, Waive Learning
Assignments, Cancel Course Offering
Y Up to 5 per each
Programs   Y Up to 4
Pre-Requisite Courses   Y Up to 5
Delivered Custom Reports from Workday Y Up to 10 Workday delivered custom reports migrated
from Customer Central
Unit Types [*] N
Course Equivalencies   Y  Up to 5
Learning Certifications N
Surveys   Y Up to 2
Validation Rules (Enroll in Content/Drop Learning) Y Up to 5 WD Outlook (or Google) Integration for Instructor
Led Content
N
WD Teams Integration for Instructor Led Webinars Y
Learning Modifiable BP’s  • Manage Lesson
• Manage Course
• Manage Course Offering
• Enroll in Content
• Drop Learning Enrollment
• Cancel Learning Enrollment
• Manage Program
• Manage Equivalency Rule
• Waive Learning Assignment
• Campaign Event
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.54 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Payroll
Functional Area  In Scope (Y/N) Scope
Multiple Jobs [*] Y Up to 4
Pay Groups [*] Y Up to 3
Bank Accounts and Routing
Rules
Y Up to 2 each
Worker Costing Allocations Y Up to 350
Run Categories [*] Y Up to 2
Period Schedules [*] Y Up to 3
Legal Entities (FEIN)   Y Up to 3
State Tax Authorities [*]  Y Up to 5
Local Tax Authorities   Y Up to 30
W2 Configuration  Y
Earning Codes [*]
Up to 15 Complex calculations,
e.g. Shift pay by type, etc.

Y Up to 150
Deduction Codes [*]
Up to 5 Complex calculations,
Retirement, Union dues, etc.

Y Up to 50
On-going Multiple Work
Jurisdictions [*]
N
Payroll Tax Mapping by
Locations [*]
N
Common Pay Agent [*] N
Payroll Modifiable BP’s  • Settlement Run Event
• Assign Pay Group
• Payment Release Event
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.55 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Absence
Functional Area  In Scope (Y/N) Scope
Time Off Plans [*]   Y Up to 30 non-accruing
Up to 25 accruing on Primary
Position
Time Off Accrual Rules [*] Y Up to 50
Purchase/Sale of PTO [*] Y Up to 1
Time Off Segment Security
Groups
Y Up to 5
Leave Types [*] Y
Up to 10
With up to 5 Leave Entitlements
limited to Primary Position
Holiday Calendars & Rules Y Up to 5
Leave of Absence Validations   Y Up to 5
Leave Segment Security Groups   Y Up to 5
Time Off Balance Transfer Y Up to 1
Absence Modifiable BP’s  • Request Time Off
• Assign Work Schedule
• Correct Time off
• Request Return Leave of Absence
• Request Leave of Absence
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.56 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Time Tracking
Functional Area  In Scope (Y/N) Scope
Alerts Y Up to 3
Time Entry Validations\Rules Y Up to 5
Time Calculations [*] Y Up to 30
Holidays, meal breaks
Calculation Groups [*] Y Up to 10
Groups of employees the rules
apply to
Period Schedules Y Up to 3
Security Groups Y Up to 2 to support ESS & MSS
Work Shifts   Y Up to 10
Time Codes   Y Up to 30
Time Entry Code Groups Y Up to 10
Time Entry Templates [*]   Y Up to 7
Project Time Entry [*] Y
Work Schedule Calendars [*]   Y Up to 5
Employee groups, work week
start
Holiday Schedules Y Up to 5
Enforce Breaks/Meals   Y
Multiple Positions   Y
Time Tracking Modifiable BP’s  • Assign Work Schedule
• Enter Time
• Report Time Batch Event
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.57 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Help
Functional Area In Scope (Y/N) Scope
Help Case Types Y Up to 8 Case Types
Service Teams with Case Team and Confidential
Case Solver Assignments
Y Up to 8
Questionnaires Y Up to 2 with a Max of 3
questions per and no
branching questions
Service Teams and SLA’s Y Up to 8 Service Teams
with SLA’s defined for each
Knowledge Management Categories Y Up to 10
Article Audience Rules Y Up to 5
Knowledge Management Audience Y Up to 5
Feedback Questionnaire Y 1 for all in scope
populations on the Resolve
Case BP. No extra to-do’s,
steps or notifications
Help Custom Reports N
Help Custom Security Groups Y Up to 8
Help Article Categories Y Up to 5
Help Article Audiences Y Up to 5 Article Author
Segment Security
Help Knowledge Base Administrator and Article
author Segment Security
Y Up to 5
KT on how to create Help Knowledge Base Articles Y
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.58 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Foundational Data Model
Functional Area  In Scope (Y/N) Scope
Custom Organizations  Y  Up to 8
Basic Grant worktag  N  For journal feed or manual
journal load via EIB only
Financial Accounting
Functional Area  In Scope (Y/N) Scope
Account Set (Chart of Accounts) Y  1
Legal Entities [*] Y  Up to 1; US Only
Fiscal Schedule  Y  1
Statistic Definitions  Y   Up to 15
Allocation Definitions    Y  Up to 10
Recurring Journal Templates  Y  Up to 10
Book Codes & Books Y  Includes Multi-Book
Accounting enablement
Excludes: Cash-based
accounting setup, leases
Intercompany Setup Y  Indirect only
Excludes: Direct
Intercompany.

Consolidations and Eliminations    Y
Balancing by Company/Legal Entity plus one
Balancing worktag
Y
Commitment Accounting    Y
Month-End and Year End Close Process  Y
Journal Processing including recurring and EIB  Y
Transaction Matching  N
Account Certification  N
Multi-Currency  N
Custom Validations  Y  Up to 10
Custom Objects  N
Modifiable Business Processes • Accounting Journal Event • Accounting Adjustment Event
• Accounting Journal Unpost Event
• Allocation Event
Excluded: Rule-based business processes
Business Assets
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.59 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Functional Area  In Scope (Y/N) Scope
Business Assets [*] Y  Up to 10,000 assets
including capital, expense
(non-capital) and zero
dollar
Leased Assets  N  This will continue to be
tracked in 3rd party system and
journals can be loaded in
Workday.

Intangible Assets  N
Composite Assets  Y
Asset Books Y  Up to 2 Primary and Lease
books included
Excluded: Tax Book
Asset Book Rules  Y  Asset book rules for each of
the 2 Asset books
Excluded: Tax Book
Multibook Accounting for Assets Y
Asset Types  Y  Up to 10
Asset Classes  Y  Up to 15
Depreciation Profiles  Y  Up to 15
Bonus Depreciation  N
Asset Pooling Rules  N
Asset Custodianship  Y
Issue Assets to Workers  Y
Custom Validations  Y  Up to 15
Custom Objects  N
Modifiable Business Processes  • Asset Registration Event • Asset Disposal Event
• Asset Issue Event
Excluded: Rule-based business processes
Budgets
Functional Area  In Scope (Y/N) Scope
Plan Structures [*] Y  Up to 10; Financial Plan
Structures only
Excludes: Award, Project
and Position Plan
Structures; See Grants,
Projects and Position
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.60 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Budgets scope tables
respectively
Position Budgeting Y
Plan Templates  Y  Up to 10
Import Budget via EIB  Y
Budget Check Enablement by Plan Y
Budget Close and/or Roll-forward  N
Budget Reporting  Y Financial Budget to Actual
Reporting, including
encumbrance and
commitments
Custom Validations  Y Up to 10
Custom Objects  N
Modifiable Business Processes  • Plan Event
• Budget Amendment Event
• Check Budget (Financial)
Excluded: Rule-based business processes
Banking & Settlement
Functional Area In Scope (Y/N) Scope
Financial Institution [*] Y Up to 2
Bank Accounts Y Up to 10
Bank Account Management Y
Payment Types Y Up to 8
Check Layouts Y
Up to 2
Bank Account Transfers for Settlement N
Settlement Event Y
Express Settlement Y
Escheatment Y
Automatic Bank Reconciliation Y
Up to 2 Matching Rule
Sets with Up to 5 Matching
Rules

Up to 2 First Notice Rule
Sets with Up to 25 First
Notice Rules
Ad Hoc Bank Transaction Templates Y Up to 40
Bank Routing Rules Y Up to 5
Ad Hoc Payees Y Up to 100
Miscellaneous Payees Categories, Miscellaneous
Payment Request Categories and Miscellaneous
Payees
Y
Up to 5 payee categories,
5 payment request
categories and 100
payees
Cash Forecasting N
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.61 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Cash Positioning N
Payment Acknowledgement N
Prenote Y
Positive Pay Y
PPD Integration for Expenses Y
Custom Validations Y Up to 15
Custom Objects N
Modifiable Business Processes
• Ad Hoc Payment Event
• Ad Hoc Bank Transaction Event
• Bank Account Event
• Bank Statement Event
• Bank Account Transfer Event
• Miscellaneous Payment Request
Event
• Settlement Run Event
Excluded: Rule-based business processes
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.62 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Projects
Functional Area In Scope (Y/N) Scope
Projects [*] Y  Up to 700; Capital Projects and
Non-Capital Projects only
Excluded: Billable Projects
Project Hierarchies  Y  Up to 15
Project Status  Y  Delivered only
Project Groups  Y
Importance Rating  Y   Delivered only
Risk Rating  Y  Delivered only
Project Dependencies  Y
Project Phases  Y
Project Tasks  Y
Project Plan Templates  Y  Up to 2
Project Templates  Y  Up to 4
Project Capitalization to Business Assets from
WIP
Y
WIP Exclusion Rules  N
Project Budgets [*] Y 1 Virtual Project Plan Structure
and 1 Virtual Child Project Plan
Structure
Ideas  N
Initiatives  N
Opportunity Projects  N
Project Portfolios  N
Project Scenarios  N
Project Roles  Y
Project Resources & Forecasting Y
Resource Template [*] Y Up to 10
Resource Forecasts with Worksheets   N
Standard Cost Rate Rules   Y
Project Labor Costing and Burdening  Y
Transfer Pricing  N
Workers/Dynamic Resource Pooling  N
Multiple Funding Sourcing  Y
Custom Validations   Y  Up to 15
Custom Objects  N
Modifiable Business Processes  • Create Project
• Edit Project
• Request Worker
• Verify Capital Project Expense
Excluded: Rule-based business processes
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.63 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Customer Accounts & Contracts
Functional Area  In Scope (Y/N) Scope
Customers [*] Y  Up to 50; US only
Customer Contracts Y  Up to 25
Customer Invoice Layouts  Y  WD Delivered format only
Dunning Letter Layout  Y  WD Delivered format only
Customer Statement Layouts  Y  WD Delivered format only Customer Billing & Invoice Maintenance  Y
Sale Items Y  Up to 50
Payment Application Rules  Y   WD Delivered only
Credit Card Processing Y Excludes credit card
processing through
Cybersource Connector
Billing Schedule Templates  Y  Up to 2
Deferred Revenue Recognition Schedules  Y  Up to 2
Customer Portal  N
Transaction Tax  - See Transaction Tax
section for details
Budget Check     See Budgets section for
details
Collections and Dispute Activities  Y
Interest and Late Fee Rules  Y   Up to 1 Rule
Customer Invoice and Customer Statement
Messages
Y  Delivered Message Only
Custom Validations  Y  Up to 15
Custom Objects  N
Modifiable Business Processes  • Customer Event
• Customer Invoice Event
• Customer Refund Document Event
• Bad Debt Write-off Event
• Customer Contract Event
• Customer Contract Amendment Event
• Billing Schedule Event
• Revenue Recognition Installment Event
• Revenue Recognition Schedule Event
• Customer Deposit Event
• Customer Payment Application Event
• Cash Sale Event
• Customer Payment Change Event
• Customer Overpayment Event
• Customer Contract Asset and Liability
Reclassification Journal Event
Excluded: Rule-based business processes
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.64 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Grants
Functional Area  In Scope (Y/N) Scope
Sponsors (Grantors) Y  Up to 50
Award Proposals  Y
Award Contracts & Required Attributes [*] Y  Up to 50
Award Schedules  Y  Up to 50
Award Plan Structure and Award Budgets Y  Up to 3 Award Plan Structures
Grant Worktag and Grant Hierarchies   Y
F&A Rate Agreements Y  Up to 15
F&A Exceptions & Waivers Y  Up to 30
F&A Revenue Allocations  Y
Calculate F&A Costs  Y
Object Class Codes  Y
Sponsor Invoice Layout  Y  Up to 2
Sponsor Statement Layout  Y  Up to 1
Dunning Letter  Y  Up to 1
Sponsor Payment Processing  Y
Letter of Credit Processing  Y
Award Spending Restrictions  Y
Special Condition Types  Y  Up to 10
Award/Grant Reporting/Dashboards Assignments,
Default Worktags
Y
Effort Certification  N
Salary Caps  Y
NSF Codes  Y
Catalog of Federal Domestic Assistance  Y
Award Tasks  Y
Custom Validations  Y   Up to 15
Custom Objects  N
Modifiable Business Processes  • Award Event
• Award Billing Schedule Event
• Award Budget Hub Event
• Award Amendment Event
• Award Tasks Event
• Award Correction Event
• Reprocess Award Costs
• Letter of Credit Draw Down Event
Excluded: Rule-based business processes
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.65 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Procurement & Supplier Contracts
Functional Area  In Scope (Y/N) Scope
Supplier Catalogs Y  Up to 3
Excludes: Item Pictures
Supplier Contract Types [*] Y Up to 10 contract types.

Enablement the following
functionality only: Retention,
Catalog, Scheduled/Manual
Invoices, Scheduled/Manual
Purchase Orders, Renewal
Terms

Excludes: Multi-supplier,
Consignment, MultiParticipant, Receive
Contract Lines, Variable
Payment, Obligations,
Operating Leases, Financial
Leases
Leases will continue to be
tracked in 3rd party system
and journals can be loaded
in Workday.

Supplier Contract Layout  Y  WD Delivered Supplier
Contract Layout only
Excluded: AdobeSign setup
Purchase Order Layout Y  WD Delivered PO Layout
only
Supplier Links (Punchouts) Y  Up to 3
Procurement Commitment Accounting (REQ/PO)  Y
Internal Service Providers & ISP Catalogs Y  Up to 3; 50 items per catalog
Procurement Credit Cards  Y
Purchase Items  N
Supplier Items associated with Purchase Items  N
RFx Processing  N
Location Customer Account Number  N
Ship To Locations Y   Up to 25
Ship To/Deliver to Associations  N
Requisition Sourcing Rules  Y   Up to 3
Procurement Roll Forward  Y
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.66 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Requisition Templates  Y  Up to 5
Custom Validations  Y  Up to 15
Custom Objects  N
EDI Integrations (810,850,855,856)  N
Budget Check  - See Budgets section for
details
Transaction Tax  - See Transaction Tax section
for details
Modifiable Business Processes  • Requisition Event
• Purchase Order Event
• Change Order Event
• Supplier Contract Event
• Supplier Contract Amendment Event
• Receipt Event
Excluded: Rule-based business processes
Inventory
Functional Area  In Scope (Y/N) Scope
Purchase Item Groups  Y  Up to 15
Item Identifier Types  Y  Standard Workday
Delivered
Item Tags  Y  Up to 10
Purchase Items (Item Master) [*] Y  Up to 5,000 purchase items; No advance pricing; No
catalogs; No Inventory Mark
Ups
Supplier Items Y  1 Primary for each item
Supplier Item Contracts  Y  1:1 contract per supplier & participant
Inventory Sites (Location) Y  Up to 15 Inventory Sites
Inventory Storage Locations (Stocking Locations)  Y  Up to 250/inventory site Par Locations Y  Up to 50 Par Locations (no
JIT Pricing)
Requisition Sourcing Rule – Inventory Site  Y  1 per each inventory site Inventory Replenishment  Y  Typically, scheduled 1x per day (custom schedules
impact scope)
Lot/Serial Control  N
Location Label Printing  N
Document Label Printing  Y  For Receipt and Good
Delivery Ticket, WD
delivered print layout only

Must purchase Label
Printing software in addition
to Workday i.e.

Inventory Counting  Y  Cycle Counts and Fiscal
Year End Counts; WD
delivered print layout only
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.67 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Complete Inventory Fulfillment  Y  Stock Request, Pick List, Inventory Shipment and
Goods Delivery
Put Away Rules  Y  For automatic put away
Mass Maintain Purchase Items  Y   Up to 5 Templates
Custom Validations  Y   Up to 15
Custom Objects  N
Budget Check  - See Budgets section for
details
Transaction Tax  - See Transaction Tax section
for details
Modifiable Business Processes  • Inventory Quick Issue Event • Inventory Stock Request Event
• Inventory Pick List Event
Excluded: Rule-based business processes
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.68 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Supplier& Supplier Accounts
Functional Area In Scope (Y/N) Scope
Suppliers [*] Y  Up to 1000; USD only

Excludes: Non-US
addresses; Non-US supplier
settlement accounts;
Company restrictions
Supplier Connections  Y
Supplier Categories  Y  Up to 5
Supplier Groups  Y  Up to 10
Supplier Classifications  Y  Delivered values plus 10
additional items
Reasons for Supplier Status Change  Y  Delivered values only Supplier Questionnaire/Questions  N
Payment Terms  Y  Up to 10
Payment Types  Y  See Banking & Settlement
section above
Payment Handling Instructions  Y  Up to 3
Supplier Payment ACH Remittance Email  Y  Email with .txt file format only
Aging Groups  Y  Delivered values only
Supplier Accounts Match Rule Set Y  1 match rule set with up to 5 rules; Medium complexity
1099 Configuration  Y  Spend category to 1099 Box
mapping for MISC and NEC
1099s only
1099 MISC/NEC eFiling   Y
Invoice Types by Country  N
Invoice Adjustment Reasons  Y  Up to 3
Invoice Eligibility Rule for Netting  N
Prospective Supplier Registration (External Site)   N
Supplier Portal     N
OCR/AP Automation  N
Worktag Split Templates  N
Custom Validations  Y  Up to 15
Custom Objects  N
Budget Check  - See Budgets section for
details
Transaction Tax  - See Transaction Tax section
for details
Modifiable Business Processes  • Supplier Event
• Supplier Change Event
• Supplier Request Event
• Recurring Supplier Invoice
• Supplier Invoice Event
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.69 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

• Supplier Accounts Match Event
Excluded: Rule-based business processes
Transaction Tax (Sales)
Functional Area  In Scope (Y/N) Scope
Transaction Tax Enablement [*] Y  Only enabled on Supplier Accounts transaction
types.

Tax Authorities Y  Up to 4
Tax Recoverabilities Y  Up to 2
Tax Applicability Y  Up to 2
Transaction Tax Rates Y  Up to 10
Transaction Tax Codes Y  Up to 10
Transaction Tax Rule for Country N
Transaction Tax Rule Exception for Country  N
Transaction Tax Rule for Items  N
Transaction Tax Items Groups  N
Withholding Tax Rate  N
Withholding Tax Rule for Country  N
Withholding Tax Rule for Items  N
Third-Party Tax Integration  N
Adaptive Planning Foundation
Functional Area  In Scope (Y/N) Scope
Annual Plan Creation   Y
Reforecast Monthly   Y
Chart of Accounts Structure Across
Organization
Y  Up to 1
Fiscal Calendar   Y  Up to 1
Currency for Planning   Y  Up to 1
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.70 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Adaptive Planning Modules
Functional Area  In Scope (Y/N) Scope
Revenue Planning   Y  • Driver-based revenue
model to support multiple
revenue streams
• Up to 5
supporting Schedules
• Up to 20 Total
Calculations
Cost of Labor  Y  • Up to 5 Employee Types
• Fringe Benefits and Tax
Rates
• Up to 20 Total
Calculations
• Need to Allocate Labor
Expense Planning  Y  • Up to 1 expense model to
capture non-personnel
related expenses
• Up to 5 supporting
Schedules
• Up to 20 Total
Calculations
Capital Planning Y  • Track Capital by Contract
Value
Fixed Assets  Y  • Straight Line Depreciation
Planning based on service
date and useful life
• Forecast Depreciation
Allocations N • Allocations Outside of
System
Modifiable Business Processes  N
Adaptive Reporting
Functional Area  In Scope (Y/N) Scope
Custom reports    Y  Up to 5
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.71 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Technical Scope
The information presented below was established based on preliminary conversations with the Client and Avaap’s experience with and knowledge of Workday.

Integration Scope
Integration discovery will occur in Phase 0 and will continue through the Plan stage. During the Plan Stage, each existing system will be further analyzed against the functionality included in Workday to determine whether the system will be retired, interfaced, or remain as a standalone system. This review may determine that some integrations will not be necessary moving forward (a result of standardization, data warehouse etc. for example)
The table below lists the anticipated integrations and complexity considered as in scope for this project.

Changes to this list could impact the overall effort and cost of the project.

Integration Direction Template
INT0001 Tyler Eden Legacy ERP Outbound Outbound EIB
INT0002 City Power Usage - PG&E Billing Inbound Inbound Studio INT0003 OpenGov Budgets Outbound Outbound EIB
INT0004 Wells Fargo ACH CCD Outbound Outbound Connector INT0005 Wells Fargo Positive Pay AP Outbound Outbound EIB INT0006 Wells Fargo BAI2 Inbound Inbound Connector
INT0007 Wells Fargo Wire Payments Outbound Outbound Connector INT0008 US Bank P-Cards Inbound Inbound Connector
INT0009 Tyler Permits License Management Inbound Inbound Studio INT0010 RecTrac Inbound Inbound Studio
INT0011 Audience View Event Ticketing Inbound Inbound Studio INT0012 California EDD Outbound Outbound EIB
INT0013 IRS 1099 Outbound Outbound Connector
INT0014 W2 Data Outbound Outbound EIB
INT0014 AIMS Tyler Parking Inbound Inbound Studio
INT0015 AIMS PayPal Parking Inbound Inbound Studio
INT0016 E-verify Bidirectional Bi-Directional Connector INT0017 ThrivePass FSA Outbound Outbound EIB
INT0018 Delta Dental Outbound Outbound Connector
INT0019 VSP Vision Outbound Outbound Connector
INT0020 New York Life Insurance Outbound Outbound EIB
INT0021 Nationwide Pet Insurance Outbound Outbound EIB
INT0022 Kronos UKG Employee Outbound (To be confirmed) Outbound EIB INT0023 Kronos UKG T&A Inbound (To be confirmed) Inbound Studio Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.72 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

INT0024 Vector Scheduling Outbound Outbound EIB
INT0025 NeoGov ATS Inbound Inbound Studio
INT0026 CalPers Health Outbound Outbound EIB
INT0027 CalPers Retirement Outbound Outbound EIB
INT0028 CalPers Payroll Outbound Outbound EIB
INT0029 Sprypoint Utility Billing Outbound Outbound Web Service INT0030 SSO Setup SSO SSO
INT0031 VA Employee Demographics Outbound EIB
INT0032 Scholarshare EE Demo Outbound EIB
INT0033 Active Directory Outbound Outbound Connector
INT0034 Active Directory Inbound Outbound Studio
INT0035 Vimly Fire Trust Benefits Outbound Outbound EIB INT0036 Punchout Vendor 1 (Punchouts, POs, Invoices) Bi-Directional Connector INT0037 Punchout Vendor 2 (Punchouts, POs, Invoices) Bi-Directional Connector INT0038 Punchout Vendor 3 (Punchouts, POs, Invoices) Bi-Directional Connector INT0039 BIRT1 (AP Checks) BIRT
BIRT
Report
INT0040 BIRT2 (Payroll Checks) BIRT
BIRT
Report
INT0041 BIRT3 (Supplier Invoice) BIRT
BIRT
Report
INT0042 BIRT4 (TBD) BIRT
BIRT
Report
INT0043 EDI Bank Fee Inbound Inbound Connector
INT0044 Wells Fargo Positive Pay File for Payroll Outbound EIB INT0045 Teller Invoice Creation Inbound Web Service Inbound Web
Service
INT0046 Teller Invoice Retrieval Boomerang Web Service Outbound Web
Service
INT0047 Prenote Outbound Connector
*Integration identified during Discovery call with City Integrations that cannot be implemented using the Workday Integration Technology as described in this table will result in a Project Change Order for the additional services required.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.73 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Data Conversion Scope
The following tables depict the tenant builds for the phases of the project:

Deployment Phase 1 – Platform
Foundation Tenant
End to End Tenant
Gold/Pre-Production Tenant
Client will use the Alteryx tool to support data conversion, and Avaap will provide experienced resources familiar with the libraries, templates, and development of the Alteryx migration tools. These resources are focused on moving the data from the extract files to the intermediate tables prior to the migration via Alteryx.

Avaap Data Conversion Responsibilities

1. Provide guidance on data gathering, population of the Workday deployment workbooks, and performing required data clean-up efforts;

2. Utilize the Client-established secure FTP site (sFTP) for data conversions. This site can also be used to collaborate on sensitive test data with vendors during the implementation;

3. Develop data mapping and crosswalks between conversion and legacy system data elements, and Workday system objects;

4. Extract necessary data from its legacy systems;

5. Populate the Workday Deployment Workbooks as part of the Workday Deployment process,

6. Supply mapped data that is complete, accurate and de-duplicated;

7. Clean and correct validated data, in accordance with the project schedule;

8. Load data gathered by Client into the Workday Tenants, and

9. Provide guidance on data validation practices including knowledge transfer on how to use the Workday data audit reports.

Client Data Conversion Responsibilities

1. Provide a secure SFTP site, before the build of the Foundation Tenant, for data conversions or sharing sensitive data;

2. Provide Avaap timely access to all legacy systems data where data will be extracted.

3. Provide subject matter experts for legacy system data;

4. Support Avaap team in data mapping and crosswalks between conversion and legacy system data elements, and Workday system objects;

5. Manually convert certain data (including non-electronic data and certain failed conversion records);
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.74 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

6. After the data is loaded, validate the quality and integrity of the converted data;

7. Perform its data gathering responsibilities in a timely manner as determined in Plan Stage;

8. Enter any "catch-up" transactions in the Gold Tenant, that have occurred since the legacy system snapshot/freeze used to build the Gold tenant.

HCM & Payroll Data Conversion Scope:

Functional Area Scope Population
HCM Current Job/Position details: Job profile, time type, default and scheduled hours, work shift, location, position ID, position title, business title, employee contracts and contingent worker supplier, rates, business assets for
users
Current Organization assignments: Company, cost
center, region, custom organizations, retiree, supervisory organization (single ‘terminated’ org for all terminated workers) and pay group
Service dates: Original hire date, most recent hire date, position start date for conversion, continuous service date, termination date (most recent for current terminations
only) and all other Workday delivered service dates
Current biographic data: Legal and preferred name,
date of birth, date of death, gender, disability status, ethnicity, marital status, citizenship status, military status, Current ID information: License, visa, passport, national ID, additional government IDs and custom IDs
Current contact information: Home address and home
and work telephone, email, instant messenger and web
address
Active Employees
Contingent
Workers, Retirees
and Employees
paid within current
calendar (go-live)
year
Transactional
HCM
Transactional history conversion is excluded.

History from a
Previous System
Job History: 1 Year of employee job/position history to be converted to Workday’s job and position history from a
previous system area. If the Client would like to load
additional years training will be provided to Client to load additional years.

Compensation History: 1 year of employee
compensation history to be converted to Workday’s
compensation history from a previous system area. If the Client would like to load additional years training will be provided to Client to load additional years.

Active Employees,
Retirees and
Employees paid
within current
calendar (go-live)
year
Compensation Current Compensation data: Most recent effective date of compensation change, compensation grade and grade
profile, compensation step (if included in compensation scope), base pay amount and plan (salary or hourly),
merit plan and allowance. One-Time Payments: History
excluded
Active Employees
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.75 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Functional Area Scope Population
Benefits Related Persons: Dependents and beneficiaries
(including trusts) associated with a worker.

Current Benefit Elections: Current healthcare,
insurance, spending account, health savings, retirement and additional benefit elections and associated
dependents and beneficiaries.

Affordable Care Act (ACA) History: Current year
medical election changes and ACA hours & wages to
support ACA reporting.

Excludes: Emergency Contacts
Active Employees
Absence
Management
Leaves: Current leave event data for employees on leave and leave activity for previous 12 months
Carryover Balances: Current absence plan balances at
time of cutover
Active Employees
Payroll Payroll History: Current YTD for each earning, deduction and tax jurisdiction including gross wages, taxable
wages and subject wages, for federal, state, and all local taxes for both employee and employer reconciled to tax
returns loaded as quarterly data.

Tax Elections: Current employee tax elections for
federal, state, and local tax withholdings such as married, single, allowances, and number of exemptions and tax
treaties.

Additional Payroll Data: Payment elections and costing
allocations.

Excludes: Withholding Orders and Deduction Recipients
Active Employees,
Retirees and
Employees paid
within current
calendar (go-live)
year
Recruiting Active Job Requisitions: Current active job requisitions Candidates and Prospects: Excluded
Active Job
Requisitions
Financials Data Conversion Scope:

Functional Area Conversion Item Scope
Financial
Accounting
Beginning Balances Beginning balances
GL Detailed Journals 1 year summary journals
Banking &
Settlements
Outstanding Checks Unreconciled checks at point of cutover date Opening Bank
Balances
Load prior cutover month bank statement
Budgets Budget Beginning operating budget for current FY, including any amendment necessary to reflect the current balance.

Procurement &
Supplier
Contracts
Purchase Orders As needed at point of cutover; un-invoiced/un-receipted purchase order lines only.

Supplier Contracts All outstanding contract balances
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.76 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Functional Area Conversion Item Scope
Excludes: Lease contracts
Inventory Purchase Items Up to 5,000 items; Master must be cleansed, and duplicates removed. 1:1 mapping must be setup between
item and manufacturer.

Supplier Items 1:1 mapping with purchase item
Excludes: Advance Pricing; Catalogs; Inventory Mark Ups Inventory Balance Inventory balances will be loaded to mirror inventory quantity on hand with average unit cost from legacy
system at the point of cutover
Suppliers &
Supplier
Accounts
Suppliers Active suppliers with payments within the last two fiscal years; includes associated remit-to and order-from
connections; USD currency only
Excludes: Non-US addresses; non-US supplier
settlement accounts
Approved/Unpaid
Supplier Invoices
As needed at point of cutover; Accounting Date will be set to first day of first period opened in WD for transacting Excludes: Future dated invoices
Active Recurring
Supplier Invoices
Manually entered by client at point of cutover as needed Outstanding Supplier
Invoice Adjustments
(Credit Memos)
Manually entered by client at point of cutover as needed 1099 Adjustment All 1099 payments from July 2025 – December 2025 related to converted suppliers
Supplier Invoice
History
Up to two years of invoice history related to active
converted suppliers; for duplicate supplier invoice
purposes only – not at transactional/accounting level
Business
Assets
Business Assets All active assets capital and non-capital only.

Excludes: Leased assets
Projects Projects All active projects at point of cutover including capital projects
Excludes: Billable Projects
Note: Project WIP balances will be converted via the GL balance conversion without the Project worktag –
balances will be manually allocated via journal entry to Projects converted into the tenant.

Project Budgets Beginning project budgets at the point of cutover Customers Up to 50 active customers with receivables/payments within the past year.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.77 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Functional Area Conversion Item Scope
Customer
Accounts &
Contracts
Customer Contracts Up to 50 active contracts at the point of cutover Unpaid Customer
Invoices
Up to 200 open invoices at the point of cutover
Customer On-Account
Balances
Up to 50 on-account balances at the point of cutover
Grants Sponsors Up to 50 Sponsors or Grantors
Awards Up to 50 active awards along with their grants, award schedules, and award budgets at the point of cutover.

Inception to Date
Grants GL Conversion
Inception to date balance conversion for all converted
awards
Grants AR Conversion All Open AR Balances and On-Account Balances for converted awards
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.78 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Workday Prism Scope
Functional Area Description In Scope
(Y/N)
Scope
Prism Historical Data
Storage and
Reporting
Y
During Plan and Architect & Configure stages Avaap and
Client will mutually agree on Use Case scope, gather
high-level requirements, and initiate conceptual design via a series of workshops. Use Cases will be identified, documented, and prioritized then development
responsibility assigned.

For purposes of this SOW, it is anticipated that Prism
will be used for historical data currently residing in
Client’s legacy HCM and/or FIN system(s). This use case is intended to support Client’s data retention
requirements.

At the beginning of the Phase 1’s Architect & Configure stage, Avaap will lead 1-day working development
session to support Client report teams with initial Prism report development activity.

Avaap will develop the mutually agreed upon Use Case
scope and provide knowledge transfer support to Client
resources.

Prism Assumptions:

For purposes of this SOW, Prism historical data sources are limited to Client’s legacy HRIS HCM system(s) and
Financials system(s).

Prism Analytics is not designed for use with PCI or PHI data and any such data will be out of scope.

Client will identify and confirm the specific data sources to be used and the Client must have independently
obtained the rights to use all the selected data sources for the intended purpose. Avaap does not provide any
data.

Client is responsible for data cleanup prior to data being loaded into Prism. Client will make available resources familiar with external data.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.79 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Reporting Scope
At the point of executing this SOW, Workday delivers over 5,500 standard reports within the solution. That list of delivered reports will grow and evolve during the life of the project. Our assumption is that the Client will adopt as many reports “as delivered” as possible.

During the project the Avaap team will enable delivered security for all Workday standard reports related to the configuration scope above. This should resolve many of the traditional reporting needs.

We also recognize the importance of reporting within the Client’s operation. As such, we have allocated 400 of hours to support to assist Client in building custom reports. The hours allocated by Avaap to support the Client should provide sufficient effort to assist Client with creating the custom reports defined below. If additional reports are needed, a Change Order will be executed to increase scope.

Requirements for custom reports must be complete before the end of A&C, changes to report repository require formal change control after that milestone.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.80 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Change Management Scope
Avaap’s organizational change management (OCM) Core Advisory service is outlined below and describes the OCM activities and deliverables as well as delineating responsibilities between the Avaap OCM project team and the Client OCM team.

This list represents the high-level scope of Avaap’s OCM effort for this project. The hours estimated for the Avaap OCM resources cover the activities and work outlined in the chart below for the implementation. Detailed activities and assignments will be finalized as part of the OCM Project Planning Activity listed in the Plan phase below.

Avaap will work with both the client OCM lead and the utility billing vendor to align all OCM activities to support the end-user community.

The table also includes RACI information for these high-level activities and deliverables:
• R = Responsible
• A = Accountable
• C = Consulted
• I = Informed
Activity Avaap Responsibilities Avaap Client Responsibilities Client OCM Discovery and
Operating Routines
Assess client background
materials (organization charts,
current state documentation, etc.),
conduct OCM intake interviews,
establish OCM team roles and
responsibilities, and schedule
recurring workstream meetings
RA Provide background
materials and
coordinate/participate in
discovery sessions
R
OCM Timeline and
Activities
With input from client, draft the
OCM timeline and major milestone
activities and incorporate into the
overall project plan as appropriate
RA Contribute to, review, and
approve the OCM timeline
and associated activities
C
Leading Change
Workshop
Partner with the client to determine
the need to (and) deliver a
customized change management
workshop to organizational leaders
on change principles and
concepts, leading others through
change, connecting with
stakeholders, and an overview of
Avaap’s change management
approach for the Workday
implementation.

RA Partner with Avaap to
assess the need for a
Change Leadership
workshop, provide
organizational insights,
and facilitation/logistical
support to the
development and delivery
of the workshop.

R
Organizational
Assessment
Lead and partner with client’s OCM
Lead to assess organizational
culture, value systems, history of
managing change, stakeholder
readiness and capacity to undergo
a transformational change
RA Partner with Avaap OCM
Lead to assess
organizational culture,
value systems, history of
managing change,
stakeholder readiness and
capacity to undergo a
transformational change
R
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

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2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Activity Avaap Responsibilities Avaap Client Responsibilities Client Workday Readiness
Workshops
In collaboration with Avaap EM
and Client OCM Lead, develop and
conduct onboarding workshops for
project team functional leads and
SMEs to prepare the team for life
on a Workday implementation.

RA Partner with Avaap OCM
Lead to review, edit, and
deliver content to the
project team.

R
Sponsor Assessment Identify and assess the traits of the primary change sponsor(s)
accountable for the change.

RA Partner with the Avaap
OCM Lead to identify and
assess the primary
sponsor(s) accountable for
the change.

R
Stakeholder
Interviews
Advise on approach and provide
execution of stakeholder
interviews; Conduct up to 25
stakeholder interviews and
summarize results (themes, risks,
and opportunities)
RA Contribute to stakeholder
interview approach,
schedule and conduct any
additional stakeholder
interviews as necessary,
and analyze/summarize
results (themes, risks, and
opportunities)
R
Communications
Channel Analysis
Advise and partner with client’s
OCM Lead to assess
communication needs, channels,
and ability to deliver key messages
to determine the communication
effort required to support the
transition to future state.

RA Partner with the Avaap
OCM Lead to inventory
and evaluate
organizational and
departmental
communication needs,
channels, and information
flow.

R
Change Impact
Assessment
Advise the client's OCM lead on
the documentation and analysis of
change impacts and use of a
change impact analysis tool
RA Partner with Avaap OCM
lead to document and
analyze change impacts
R
Risk & Resistance
Assessment
Advise and partner with the client’s
OCM Lead to determine and
anticipate identifiable risks to the
proposed change
RA Partner with Avaap OCM
Lead to determine and
anticipate identifiable risks
to the proposed change
R
OCM Strategy Develop the OCM strategy for the
project, review with client and
secure alignment and approval
RA Partner with Avaap OCM
Lead as resource in the
development of the OCM
strategy for the project,
obtain approval, and
readout to project team
R
OCM Plan (V1) Develop the initial version of the
OCM Plan and integrate the plan
into the overall project plan.

NOTE: the OCM Plan should be
viewed as a living document that
will be reviewed and modified as
needed in response to the project
and end-user needs.

RA Partner with the Avaap
OCM lead on the
development of the initial
OCM Plan. Review and
approve the plan.

R
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

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2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Activity Avaap Responsibilities Avaap Client Responsibilities Client Stakeholder
Engagement Plan
With input from client, develop the
initial engagement approach and
plan
RA Partner with Avaap OCM
Lead to develop
engagement approach
R
Communications
Plan
With input from client
communication lead, develop the
initial communications approach
and timing
RA Partner with Avaap OCM
communications lead to
develop communications
approach and timing
R
Communications
Content
Advise on the development of
communication content, provide
guidance on key messaging and
survey content to assess
engagement effectiveness
C Develop and deliver
communication content;
review, edit and deliver
surveys, provide results
for analysis to Avaap
OCM lead (depending on
survey tool used)
RA
Change Agent
Network Plan
Advise and partner with client's
OCM lead on the structure and
deployment of a change agent
network
R Partner with Avaap OCM
lead to develop change
agent network approach,
recruiting plan, and project
plan
RA
Change Agent
Network Content
Advise the client's OCM lead on
content and topics for recurring
change agent network meetings
C Develop and deliver
content for change
network meetings,
Schedule and lead/host
change agent network
meetings
RA
Change Impact
Analysis
Partner with client's OCM lead on
the review and analysis of project
configuration changes and advise
on changes to communication
plan, engagement plan, change
network plan, and training plan.

R Participate in Alignment
sessions and Customer
Confirmation Sessions to
listen and capture end
user change impacts.

Review RAIDQ as needed
and necessary. Maintain
change impact log.

Update communication,
engagement, change
network, and training plan
as needed.

RA
Training Needs
Analysis
In partnership with client, develop
and execute the training needs
analysis
RA Partner with Avaap OCM
lead to conduct training
needs analysis
R
Learning Intake
Sessions
Partner with the client’s OCM Lead
on development and facilitation of
learning intake sessions to validate
change impacts
R Partner with Avaap OCM
Lead to develop and lead
learning intake sessions
with each workstream to
capture and validate
change impacts
RA
User Adoption
Metrics
Advise the client's OCM lead to
define user adoption metrics
C Partner with Avaap OCM
lead to determine user
adoption metrics,
RA
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.83 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Activity Avaap Responsibilities Avaap Client Responsibilities Client baselines, responsibilities,
and routines
Training Approach
and Plan
Lead, in partnership with client's
training lead, the development of a
training approach and plan for
employees and managers
RA Partner with Avaap OCM
lead to develop training
approach and plan, obtain
approval, and readout to
project team
R
Curriculum Plan Partner with client and lead the
development of a curriculum plan
for employees and managers
RA Partner with Avaap OCM
lead to develop training
curriculum plan, obtain
approval, and readout to
project team
R
Training Material
Development
Avaap will update the Client’s WAK
using the client’s configuration of
Workday for employees and
managers as outlined in the
training curriculum plan, and the
finalizing of material post WES as
appropriate
RA OCM lead reviews and
approves material for
employees and managers
and posts material to
training site (TBD).

R
Workday Experience
Sessions
Advise on the execution of WD
experience sessions and advise on
incorporating feedback into all
OCM and training plans and
materials as appropriate
C Manage logistics in
partnership with PMO,
facilitate/lead the
execution of the WD
experience sessions,
gather feedback, update
training materials as
needed and necessary.

RA
Future State
Sustainment
Partner with client's OCM lead to
plan sustainment considerations,
including but not limited to training
content versioning and
maintenance, new hire and job
change Workday training, and
release management
R Partner with Avaap OCM
lead to develop
sustainment plan in
partnership with client's
internal functional
resources
RA
Adoption Activities Advise client’s OCM lead on
planning and development of
adoption activities
C Partner with Avaap OCM
lead to develop and
deliver/lead adoption
activities
RA
Transition Plan Develop approach to transition
OCM plan to client post go live
RA Partner with Avaap OCM
lead to develop approach
to transition OCM plan to
client post go live
R
Training Delivery Advise on training delivery for
employees and managers
C Coordinate and deliver all
training (train-the-trainer)
RA
Organizational
Readiness
Partner with client OCM Lead to
develop approach for
organizational readiness
assessment; recommend updates
R Develop, edit, review and
execute organizational
assessment and analyze
data, adjust launch plan
RA
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.84 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Activity Avaap Responsibilities Avaap Client Responsibilities Client to organizational plans and
activities based on results
as appropriate for
effectiveness
Celebrate Success Advise client OCM Lead to plan go
live celebration and recognition of
team accomplishments.

C Partner with Avaap OCM
Lead to plan and execute
go live celebration and
recognize individual and
team accomplishments.

RA
User Satisfaction
Surveys
Partner with client to design
questions and approach for end
user satisfaction surveys
R Contribute to end user
satisfaction survey
approach and question
development and execute
end user satisfaction
surveys
RA
Conduct Lessons
Learned
Develop approach and execute the
evaluation of the success or
adoption outcomes of the OCM
program, record learnings and
share improvements for future
endeavors
R Partner with Avaap OCM
Lead to review, edit,
deliver lessons learned,
and report back to the
change sponsor
RA
Change Agent
Network Closeout
Advise on final meeting of change
network, appreciation measures,
feedback
C Partner with Avaap OCM
Lead to develop and host
final meeting with change
agent network, facilitate
recognition and
experience feedback
RA
Operationalize Future
State Sustainment
Plan
Transition ownership of OCM to
client according to sustainment
plan approach
R Client takes ownership of
OCM activities
RA
Items Out of Scope
The following items shall be considered outside the scope of this SOW. Avaap can provide these services, pending execution of a project Change Order.
• Training content for non-Employee Self Service (ESS) and Manager Self Service (MSS) functions.

City will be responsible for creating content where standard WAK content does not meet the need. • Complex, interactive e-learning content; e-learning content in-scope will be limited to editing of video content from the Workday Adoption Kit or minor editing of recorded virtual training sessions. • Development of net new training materials or job aids not included in the Workday Adoption Kit. • Training logistics, including identification and scheduling of physical training space, procurement of laptops or other technology required for training, scheduling of participants for specific sessions, completion tracking, import of any self-paced training materials into a learning management system (LMS).

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.85 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Project Management Scope
Avaap will provide project management services throughout the duration of the project to meet expectations defined in the Project Charter which will be mutually developed and approved by the Client during the Plan stage of the project. The Project Charter provides authorization for the Project and identifies project goals, objectives, scope, governance structure, acceptance criteria, roles, and responsibilities. The Project Charter typically includes the following:
• Project Scope (SOW serves as key input to the scope)
- Business Need
- Project Objectives and Justification
- Scope Description
- Project Schedule (Mid-Level)
- Project Constraints
- Project Exclusions
- Project Assumptions
- (Known) Projects Risks and Mitigation
• Governance
- Guiding principles
- Governance model
• Executive Sponsors
• Steering Committee Structure
• Issue and Decision Escalation & Timing
• Acceptance Criteria
- Change Control processes and procedures
• Project Management
- Expectations for project management include meeting cadence, meeting protocols, project tools, status reports, risk management, quality assurance and delivery assurance.
- Methodology
- Time entry, invoicing, and payments
• Roles and Responsibilities
- Project team Organizational Chart
- Project Team Roster & Responsibilities
• Project Communication Plan
- Reports and meeting overview
- Weekly cadence of meetings and reporting activities
- Monthly Steering Committee cadence
• Project Charter Approval
- Version Control
The Avaap Engagement Manager (EM) will establish a framework for project planning, communications, reporting, procedural and contractual activity, and other activities associated with the Services, and will:

1. Review the SOW and the contractual responsibilities of both Parties with the Client Project Manager;

2. Maintain project communications through the Client Project Manager;

3. Coordinate the establishment of the project environment;

4. Establish documentation and procedural standards for deliverables; Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.86 Avaap – City of Santa Cruz – SOW-001
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Draft SOW(SH)

5. Prepare and maintain the Avaap project plan which may include, an accounting of tasks, schedules and resources

6. Coordinate and discuss the activities of Avaap project personnel;

7. Schedule and conduct regularly scheduled project status meetings;

8. Review current Project Plan status, prior deliverables completed during the last reporting period, Project Plan for the next 90 days, schedules for the next 30 days , resources, and expected travel and incidentals within the next 21 days, and make changes or additions, as appropriate for Client’s approval;

9. Measure and evaluate progress against the Avaap project plan with the Client Project Manager;

10. Communicate new or unresolved Project Change Orders per the process defined in the Project Control Change Procedure;

11. Work with the Client Project Manager to address and resolve deviations from the Avaap project plan following the Escalation Procedure;

12. Review the Avaap standard invoice format and billing procedure to be used on the project with the Client Project Manager;

13. Coordinate with Workday, on behalf of Client, to mitigate identified risks and confirm the project adheres to the Workday methodology;

14. Administer the Project Change Control Procedure with the Client Project Manager;

15. Perform Avaap roles and responsibilities as indicated in Appendix D, "Detailed Project Roles".

In addition to the Engagement Manager (EM), Avaap will also provide a client-side Project Manager (PM) to support the City with the execution and management of the activities and deliverables. The client-side PM will work alongside the EM and the City leadership to:
• monitor the progress of the project using the established tools, • support and guide the project team by scheduling and facilitating regular check-in meetings, • provide status updates to the Steering Committee highlighting any risks or deviations from the agreed-upon project plan, and
• attend all regularly scheduled program meetings.

During conversations in Phase 0 and the Plan Phase, Avaap will work with the City to finalize documenting the project management needs and determine the full scope of responsibility and expectations of the client-side PM.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.87 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Appendix B: Avaap Elements Implementation Methodology (based on Workday Launch) The overall guiding philosophy of the project assumes that the Client will standardize business processes to the greatest extent possible delivered by Workday to streamline operations and provide efficiencies across the organization. As part of the implementation Avaap will identify and recommend industry best practices for the Client’s Workday solution.

Elements Methodology
The Avaap Elements Deployment Methodology, (based on Workday Launch) consists of the following four stages Plan, Architect & Configure, Test, and Deploy. It also includes Postproduction Support (each, a “Stage”). At the conclusion of each Stage, Avaap will work with the Client to obtain sign off before proceeding to the next Stage.

The Services and work products within each Stage of the methodology are explained below. Work products and the respective responsible parties are listed for each Stage.

Prior to the beginning of the first project Stage, Plan, Avaap works with the Client to execute Phase 0 activities.

Phase 0 – Pre-Project Planning
The Phase 0 activities are labelled as “Pre-Project Planning” because they include workshops and exercises that are typically completed before the formal kick-off of the Workday methodology. During Phase 0, Avaap and Client will focus on elements such as the leadership workshops, strategic alignment, project planning, and resource planning to help Client prepare for the Workday project. The goal for this phase is to set the proper expectations for the project, to align leadership to the vision for Workday, and to establish the proper priorities to account for other on-going Client initiatives that may create contention for resources. This phase also provides an initial checkpoint for Client project readiness and minimizes inefficiencies once the implementation team is fully engaged.

Prerequisites
• Acquisition of appropriate software solution from Workday. • Execution of the Statement of Work by both Avaap and Client Phase 0 - Outcomes:
• Client’s resource Workday Training Plan
• Project Vision
• Guiding Principles
• Project Success Indicators
• Compensation Grade Discovery
Workday Phase 0 Workshops Overview
Program Director Pre-Planning Guidance Sessions
• The Avaap Program Director and Engagement Manager will meet with the Client to provide guidance on topics such as project expectations, establishing and enforcing project governance, project documents, Client project team and resource planning, and project/PMO setup. • The Avaap Program Director and Engagement Manager and technical team will meet with the Client to conduct Integrations and Reporting alignment reviews.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

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2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Plan Stage
• This Stage of the project formally documents the project goals, scope, timeline, and milestones that will be executed as part of the complete project plan. • The Plan Stage defines the project team members, and the roles and responsibilities that shall be performed in accordance with the Avaap project plan, communication strategy, and deployment methodology.
• Final resource assignments will be confirmed in the Plan Stage. • The Stage starts with a project orientation meeting to begin the project planning activities and concludes with a formal project kickoff at the end of the stage for the larger project team.

The following table provides an overview of tasks and activities to be completed during the Plan Stage.

Stage Avaap Responsibilities Client Responsibilities
Plan • Assemble the Avaap project team and
introduce to Client counterpart(s).
• Review Elements Approach, Scope,
and integration discovery document
with Client.
• Schedule recurring project meetings
and status reporting
• Jointly schedule planning sessions
• Conduct project planning sessions.
• Create the Project Plan
• Establish a regular cadence of
meetings including attending the
steering committee meetings.
• Create the integration tracker and
associated dashboard
• Send FDM preparation email to Client
FDM lead(s)
• Conduct Foundation Data Model
sessions.
• Provide FDM data gathering and
configuration workbooks, and
assist with questions regarding
mapping of data to Workday data
model
• Identify and provide project team and
project SMEs.
• Identify stakeholders, sponsors, and
system administrators.
• Establish and attend monthly Steering
Committee meetings including Avaap
Engagement Manager (Avaap EM)
• Participate in planning sessions.
• Provide input into the Project Plan
• Provide integration requirements and
existing sample files.
• Notify third-party vendors for
integrations and obtain agreement to
project timelines.
• Provide third-party vendor contact
information
• Work with Avaap to set up the SFTP
site for sharing confidential/private
employee data
• Provide FDM pre-work per preparation
email instructions
• Complete FDM
configuration workbooks and submit to
Secure File Transfer Protocol (SFTP)
site
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.89 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Stage Avaap Responsibilities Client Responsibilities
• Conduct FDM data extraction and
populate data gathering workbook(s)
• Present standard Workday high-level
data conversion strategy and plan
• Jointly schedule Foundation Alignment
Sessions (SMEs planning for design)
• Jointly create the executive
presentation for project kickoff meeting
• Send Discovery Log to Client SMEs for
population
• Schedule Functional Discovery
Sessions
• Review Discovery Log once populated
by Client and execute Discovery
Sessions
• Receive provisioned tenant from
Workday
• Participate and support the project
kickoff meeting
• Work with Client to set up SFTP site
for sharing confidential/private
employee data
• Load applicable Client Worker data for
Foundation Tenant per Data
Conversion Strategy and Plan
• Schedule and conduct Project Initiation
Checkpoint Workday Delivery
Assurance review
• Provide stage sign-off document
• Prepare for Foundation Alignment
Sessions
• Provide an overview of reporting in
Workday
• Populate Discovery Log and attend
Discovery Sessions
• 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 Named Support Contact
(NSC)
• Develop training plan for project
resources
• Identify key resources to complete
Workday training
• Identify client stakeholders and SMEs
who will be involved in the project and
adjust their workloads as necessary for
their participation in the project
• Complete Workday training including
integration functional training
• Jointly create the executive
presentation for project kickoff meeting
• Lead the project kick off meeting
• Provide plan and policy documents
• Jointly schedule Foundation alignment
Sessions (SMEs planning for design)
• Provide first draft of the report
repository, inclusive of all reports
desired in Workday
• Sign off on stage
Plan Stage Assumptions:
• Each party shall assign a Project Manager/Engagement manager to manage such party’s roles and activities for this Project.
• Avaap Engagement Manager and Consultants shall provide an overview of preparation activities to the Client leads.
• Client shall assign a Test Lead as the overall owner of the testing processes across the Stages. • Avaap shall assign a Testing Coordinator to support Client Test Lead.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.90 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

• Each party shall assign an applicable Executive Sponsor(s) to participate in Steering Committee meetings and be available to assist in resolving issues. • Client agrees to use Avaap’s standard collaboration tools, Smartsheet and SharePoint, to maintain Project documentation and support Project administration.

Architect & Configure Stage
During the Architect & Configure Stage of a Workday deployment, Avaap Consultants demonstrate Workday best practices and configuration. On-going meetings are scheduled to align the client's business practices with Workday delivered functionality.

Unit testing may identify small configuration changes and data clean-up activities prior to End-to-End testing and will be captured and used to build the End-to-End tenant.

Unit testing will include knowledge transfer on how to execute the test scenarios targeted for the functional configuration, reports, and integrations. Client conducts formal Customer Confirmation Sessions (CCS) after Unit Testing.

The following table provides an overview of tasks and activities to be completed during the Architect & Configure Stage.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.91 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Stage Avaap Responsibilities Client Responsibilities
Architect &
Configuration
(Alignment)
• Manage the project plan.
• Participate in weekly project
meetings.
• Provide status reports and attend
monthly Steering Committee
status meetings.
• Conduct weekly workstream
meetings.
• Gather integration requirements
and build integrations.
• Conduct Foundation Alignment
Sessions.
• Deliver the Avaap assigned
integration design documents.
• Provide validation reports for the
Foundation/Configuration tenant.
• Provide Avaap Workday test
scenarios template.
• Finalize Tenant Management
Plan.
• Schedule and conduct Workday
Delivery Assurance reviews.
• Provide stage sign-off document.
• Conduct scope alignment
analysis.
• Provide input to the project plan.
• Participate in weekly project and
workstream meetings.
• Hold steering committee meetings.
• Assist in clarifying configuration
requirements.
• Participate in alignment workshops
and any project-related meetings.
• Conduct integrations architect
workshop (design sessions) for Client
assigned integrations.
• Review and sign off integration
design documents (after detailed
design review sessions).
• Validation of
Foundation/Configuration tenant
build.
• Reviewing existing reports and
confirming which Workday report will
meet these needs and identifying any
necessary custom reports as part of
the alignment stage.
• Define and document test plan and
test scenarios (unit, End-to-End, user
acceptance criteria).
• Sign off on stage.
• Begin functional knowledge
transfer process during
configuration unit testing.
• Support the preparation and
execution of Customer
Confirmation Sessions (CCS).
• Conduct unit testing of
integrations developed by Avaap.
• Create Integrations operations
instructions guide for Avaap
assigned integrations.
• Provide required data for End-toEnd tenant and submit to SFTP site.
• Help review and resolve issues
identified in data conversion
• Lead unit testing kickoff session.
• Execute Unit Test scripts.
• Conduct Customer Confirmation
Sessions (CCS) with Avaap support
• Assist with questions regarding
mapping of data to Workday
foundation data model (FDM).
• Update and sign off on configuration
changes identified during CCSP.
• Help review and resolve issues
identified in data conversion process
in preparation for End-to-End build.
• Refine report repository
• Sign off on stage.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.92 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Stage Avaap Responsibilities Client Responsibilities
process in preparation for End-toEnd build.
• Build of End-to-End tenant.
• Provide exception reports/issues
log from End-to-End tenant build.
• Provide validation reports and
support validation efforts of Endto-End tenan.t
• Advise on test scenarios.
• Refine report repository
• Design and develop all custom
repots in-scope., focusing on
highest priority reports
• Conduct smoke test for functional
configuration of End-to-End
tenant.
• Support unit testing and resolve
defects reported.
• Conduct legacy conversion design
sessions and provide Workday file
format for upload (EIB).
*For sample list of Work Products, see Appendix C: Work Product Inventory Architect & Configure Stage Assumptions
• The Client will standardize and align business processes, business practices, and business policies across the organization.
• Avaap will provide guidance and a knowledge sharing plan to empower Client functional/technical resources to complete activities. Avaap will perform knowledge transfer of baseline/best practice use case for WD transactions so client understands transaction use and client-based use cases can be written and executed.
• Client shall have knowledge of and/or provide documentation that reflects its existing business processes.
• All Client Subject Matter Experts must attend Workday Fundamentals training for their area of responsibility prior to the start of the Architect & Configure Stage. • Avaap consultants will review all relevant functional, technical, and project management related documentation provided by Client prior to the start of alignment sessions. • Avaap and Client resources will review and align business processes and configurations during the alignment sessions.
• Client is responsible for the timely coordination of internal resources necessary to conduct all required workshops/alignment sessions.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.93 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

• Avaap will extract data from Client’s current systems, ensure data quality, and provide data in the format required by Workday via Avaap provided data gathering workbooks. • Client Test Lead will populate the Avaap provided test strategy template, support the testing cycles, including roles and responsibilities, testing schedule and process for managing test execution and issue resolution.
• Client Test Lead will work with Avaap Engagement Manager to set up Avaap provided tools used to track execution of test scenarios, resolution of defects, and report test status metrics. • Client is responsible for completing agreed upon testing activities. • Client is responsible for the test strategy, approach, and test scenarios for each of the test cycles. • Client shall perform unit testing to ensure the requirements are met, and defects found before entering End-to-End testing.
• Client shall develop the test resource plan and assign each scenario to Client testers to ensure all scenarios are executed.
• Avaap Engagement Manager and Functional leads shall support Client during the unit testing to ensure critical defects are resolved and closed.
• Avaap Engagement Manager and Functional leads shall review the test strategy and test scenarios created by the Client to verify they reflect the design decisions made in the deployment. • Client Test Lead shall plan for the development of the deployment’s test strategy and for training Client resources on test scenario creation. The Avaap Engagement Manager and the Client Side Test Coordinator shall support the Client Test Lead in these activities by helping them prepare for during the Architect & Configure Stage: test strategy and test scenario creation. The client is responsible for the confirmation of test scenarios.
• Client functional and technical analysts shall develop the user test scenarios and scripts. Avaap shall provide standard test scenarios to be used as a foundation; however, Client team shall develop detailed test scenarios based on Client’s user requirements and system configuration. • A select group of Client end users shall conduct unit testing with defined scenarios to confirm that configuration adheres to requirements determined during Alignment sessions. Formal sign-off by Client is required. Avaap shall provide reasonable guidance to support testing. • Client shall provide the necessary training for testing participants in advance of the testing start dates, as well as general knowledge of test management procedures.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.94 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Test Stage
The Test Stage consists of separate testing efforts, each with a different set of conditions and a different purpose:
• End-to-End testing: holistic, business function testing that crosses functional areas and is performed by Client to verify the system functions as expected. This test effort includes all relevant business processes, integrations, security, and reports. • Regression testing (when applicable): Re-test to validate no impact on business functions due to recently released functionality. Isolated testing for the moves to Production. Preparation for milestone functionality uptakes.
• Parallel Testing): payroll results from Workday Payroll are compared to the legacy system results for the same period and material differences are either reconciled or corrected. A separate Parallel Payroll Tenant is copied from the existing End to End tenant to support this test effort. Client will perform any required catch-up transactions to bring the Tenant in line with transactions for the identified test periods for the equivalent time. Detailed YTD totals for all earnings, deductions, taxes, and taxable and subject wages are required to be loaded at the employee level to produce accurate results. This test effort includes a maximum of three (3) iterative cycles of testing for each unique payroll cycle. Each cycle must meet an established level of accuracy before proceeding to the next cycle or to the conclusion of the Test Stage. These parallel cycles will be simulated rather than in real time. Transaction entry and reconciliation will be completed by Client.

The following table provides an overview of tasks and activities to be completed during the Test Stage.

Stage Avaap Responsibilities Client Responsibilities
Test • Manage the project plan and participate
in weekly project meetings.
• Create integrations schedule recurrence
tracker.
• Participate in test kickoff session.
• Participate in end to end or parallel test
status meetings, limited to one (1)
Avaap functional workstream consultant
and one (1) Avaap integration
consultant, if applicable for workstreams
where there is an open issue
• Support integration defect resolution for
Avaap assigned integrations.
• Develop lower priority reports and those
identified during end-to-end testing and
approved through the change control
process
• Provide knowledge transfer, operations
guides, and validated & tested
integration systems for Client testing of
Avaap built integrations.
• Provide testing oversight/support and
resolve reported defects.
• Provide input to the project plan and
participate in weekly project meetings.
• Lead end to end test kickoff session.
• Validation of End-to-End tenant build.
• Validate data loaded via practice
conversion runs.
• Execution of all test scenarios (End-toEnd, parallel, user acceptance and regression), including reports
• Manage and sign off on all test results
(End-to-End, parallel, user acceptance
and regression).
• Prepare for user acceptance testing.
• Create/maintain parallel testing defect
tracking log
• Review and resolve issues from
exception reports
• Complete catch-up data transaction
entry for each parallel cycle as defined
by Parallel Testing Strategy
• Execution of parallel per Client defined
Parallel Testing Strategy and success
criteria
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.95 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Stage Avaap Responsibilities Client Responsibilities
• Copy End-to-End test tenant for parallel
payroll testing
• Provide master and transactional
conversion test files in WD file format
for practice conversion runs.
• Provide person data for parallel tenant
and submit to SFTP site.
• Provide parallel variance reports and
support variance analysis by Client
• Provide sample deployment cutover
plan
• Schedule and conduct Workday
Delivery Assurance reviews
• Provide Workday Go-Live checklist
• Conduct administrative task knowledge
transfer to client WD Admin team
members
• Provide stage sign-off document
• Review parallel variance reports and
conduct root cause analysis
• Provide cut over schedule for legacy
systems
• Develop deployment cutover plan
• Train end users
• Complete and sign the Workday go-live
checklist
• Sign off on stage

A sample list of work products can be found in Appendix C: Work Product Inventory.

Test Stage Assumptions
• Client has completed configuration unit testing in Architect & Configure stage and is ready to perform End-to-End testing and the remaining test cycles. • Client testers have been trained to execute the test scenarios for each of the test cycles. • Client has completed the test resource planning and assigned all the test scenarios to each of the testers.
• The Client Test Lead with support from Avaap Test Coordinator will drive the test execution process, set up daily check in meetings, assign and follow up on defects for closure. • Client Test Lead will develop daily status reports to provide progress, defect volume, and metrics. • The Avaap Engagement Manager and Functional Leads shall support the Client Test Lead and test team during test execution of each of the test cycles. • The Avaap Engagement Manager shall provide guidance, informal knowledge transfer, and advisement to the Client Test Lead during test execution defect management, and status reporting.
• The Avaap Engagement Manager shall help the Client Test Lead to prioritize the severity of the defects and ensure timely assignment and follow-up for resolution.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.96 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Deploy Stage
Upon completion of Test Stage, the Project is ready to begin deployment. In this Stage, Client’s end users complete training, transaction entry into the legacy system(s) is stopped (freeze period), the final data load(s) into the Workday Service are executed, a Move to Production is executed, and the Go-Live Checklist is completed.

The following table provides an overview of tasks and activities to be completed during the Deploy Stage.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.97 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Stage Avaap Responsibilities Client Responsibilities
Deploy • Co-manage the project plan, participate
in weekly project meetings and steering
committee meetings
• Provide the Workday Go-Live
authorization
• Schedule the transition to production
support meeting with Client (held after
move-to-production)
• Co-schedule daily build meetings during
active tenant build timeframes
• Jointly complete the Workday Go-Live
announcement
• Provide stage signoff document
• Assist with the setup of a change control
process
• Participate in weekly project meetings
• Update integrations schedule recurrence
tracker as needed
• Verify migration of Avaap assigned
integrations
• Schedule integrations according to the
integration schedule recurrence tracker
• Migrate all custom reports
• Where applicable, enable reports for
alerts and dashboards
• Utilize Build Issues Checklist to record
any issues during any build activities.
• Provide completed data gathering
workbooks for GOLD tenant build.
• Build GOLD tenant.
• Load GOLD conversion files in SBX for
confirmation prior to GOLD/PROD load;
assist with error resolution
• Load GOLD conversion files in

GOLD/PROD
• Produce and deliver tenant validation
reports.
• Execute move to production
• Co-manage the project plan,
participate in weekly project meetings
and steering committee meetings
• Co-schedule daily build meetings
during active tenant build timeframes
• Participate in weekly project and
workstream meetings
• Participate in daily build calls
• Manage and execute on deploy
cutover plan
• Jointly complete the Workday Go-Live
announcement
• Approve and sign off on the Workday
Go-Live announcement
• Implement change control process
• Sign off on project stage
• Produce final Post Production Support
strategy
• Setup and document change control
process
• Utilize Build Issues Checklist to record
any issues during any build activities.
• Review and resolve issues during any
build activities.
• Participate in weekly project meetings.
• Complete catch-up transaction entry
• Validation of the GOLD tenant build
• Validation of GOLD conversion files in
SBX and approve load to

GOLD/PROD
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.98 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Stage Avaap Responsibilities Client Responsibilities
• Validation of GOLD conversion files in

GOLD/PROD
Deploy Stage Assumptions
• Client will validate that all configuration and worker data conversion has been completed in the Pre-Production (Gold) tenant.
• Client will assume responsibility for the functional and technical configurations of the Workday Service as part of post-production with full responsibility at time of Project closure.

Post-Production Support
Client will receive the following Post-Production Support:

1. HCM – Support will be provided for thirty calendar days following the Go-Live.

2. PATT – Support will be provided for the first two payroll cycles.

3. FINS – Support will be provided from the first day of FIN transactional use through the first month end close.

4. Integrations – Integrations will be directly supported by Avaap deployment team for thirty calendar days which includes and/or the first run in production, whichever comes first. For ongoing support purposes, two knowledge transfer sessions per integration will be conducted by Avaap integration consultant and a run guide will be provided to Client.

Description Avaap Responsibilities Client Responsibilities Post Go Live
Support
• Provide break/fix support after go-live
• Conduct knowledge transfer sessions for
Avaap developed integrations
• Provide stage sign off document
• Staff and manage help
desk
• Make any updates to
production
• Sign off on stage
After the initial support period, Avaap’s optional Application Management Service (AMS) can be used to address issues/requests beyond the period outlined in the SOW.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.99 Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Post-Production Support Stage Assumptions

1. Avaap support is limited to defects related to go-live and any pre-move to production items identified jointly agreed to by Client and Avaap as “break/fix” items.

2. Avaap will complete all knowledge transfer prior to the end of the Avaap support period and is limited to the knowledge transfer outlined and agreed to during the project. If Client resources are unavailable for knowledge transfer during this time, additional support can be requested through the Change Order process.

3. New functionality and additional training are not included in the post-production support period.

Optional AMS services are not in-scope for this SOW but can be contracted separately and may include, but are not limited to, the following:
• Optimization – Avaap will provide Workday Certified resources to help with tenant diagnostics, existing configuration assessments, business process reviews, and integration health checks. • Enhancements – Avaap will provide Workday Certified resources to assist with the deployment of new functionality, or integrations.
• Presentations – Avaap can be requested to demonstrate new functionality or integrations. The Consultant can also be assigned tasks in researching data related issues and identifying the root cause.
• Update & Release Support – Assistance with reviewing the release notes, demonstrating new changes, and testing impacts to the existing functionality. • Testing – Engagement in debugging, building of high-level testing scenarios, or reviewing of configuration/integrations prior to deployment to production. • Deployment – Support during any final deployment of configurations or integrations into the production tenant.
• Workday Guidance –Knowledge transfer via system walkthroughs, integration reviews, and other activities to help better understand existing Workday tenant setup or tasks scheduled for deployment.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.100
Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Appendix C: Work Product Inventory
The inventory of work products listed below is meant to be a representative list. This list will continue to be refined and updated as the team moves through the planning phase of the deployment.

Phase  Stage  Deliverable  Description and
Acceptance Criteria
Owner  Contributor
0 Pre
Plan
Project
Mobilization
Mobilize resources and
initiate initial processes and
protocols between Avaap and
client required to facilitate
communications, security,
invoicing, and payment
processes.

Acceptance Criteria:

Contract signing
Avaap Client
0 Pre
Plan
Leadership
Workshops
Completion of following
Workshops
-Workday Training Planning
-Organizational Alignment
-Financial Planning &
Reporting
Acceptance Criteria:

Completion of each
Workshop
Avaap Client
1   Plan  Project
Charter
Document
Provides authorization for the
project and identifies project
goals, objectives, scope,
governance structure, roles,
and responsibilities.

Acceptance Criteria: Project
Charter accepted in writing
by Client in accordance with
Deliverable Acceptance
Procedure finalized as part of
the Project Charter.

Client
and Avaap
(Shared)
1   Plan   Project
Management
Plan - (V1)
Initial draft of the project
schedule for the project
management activities and
related monitoring of the
project activities (v1 is
created/reviewed).   This
living document will be
updated and revised by
Avaap/Client management
throughout the program.

Avaap takes the lead to
produce the initial draft then
turns it over to the Client for
review and addition of client
specific activities and/or
Client
and Avaap
(Shared)
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

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dependencies. that will then
be jointly revised and
managed between Avaap
and Client throughout the
project.

Acceptance Criteria: Project
management planV1 created
and jointly reviewed by
Avaap EM and Client PM.

Accepted in writing by Client
in accordance with
Deliverable Acceptance
procedure that is finalized as
part of the Project Charter.
1   Plan   Scheduled
Alignment
Sessions
Initial iterative design
sessions are identified and
scheduled between Client
and Avaap for in scope
phase functional/technical
areas.

Acceptance Criteria:

Sessions are identified and
scheduled between Avaap
Consultants and Client
functional/technical leads.

Session schedule is accepted
in writing by Client in
accordance with Deliverable
Acceptance procedure
finalized as part of the Project
Charter.

Avaap Client
1   Plan   Initial Data
Gathering
Workbook
Review initial workbook used
to gather the Client
information inclusion in the
Foundation Tenant.

Acceptance Criteria:

Workshops conducted to
review data gathering
workbooks to educate Client
on data so extraction can
begin. Workshops completed
and accepted in writing by
Client in accordance with
Deliverable Acceptance
procedure finalized as part of
the Project Charter.

Avaap Client
1   Plan   Project
Kickoff
Introduce team members and
executive sponsors.

Overview of project goals,
review of scope and highlevel timeline. Identification of project roles and
responsibilities.

Client
and Avaap
(Shared)
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*If agreed upon by both
parties, this Kick-Off can also
occur on the first day of
Architect Design sessions in
the Architect Phase

Acceptance Criteria: Project
kickoff conducted and
accepted in writing by Client
in accordance with
Deliverable Acceptance
procedure finalized as part of
the Project Charter.
1   Plan   Delivery of
Foundation
Tenant
Delivery of the initial
Foundation tenant

Acceptance Criteria:

Foundation Tenant delivered
to the project team for use in
System Design & Build.

Accepted in writing by Client
in accordance with
Deliverable Acceptance
procedure finalized as part of
the Project Charter.

Avaap
1   Plan   Plan Stage
Sign off
Completion of stage
deliverables.

Acceptance Criteria:

Acceptance and approval of
stage deliverables accepted
in writing by Client in
accordance with Deliverable
Acceptance procedure
finalized as part of the Project
Charter.

Client and
Avaap
(Shared)
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

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Avaap – City of Santa Cruz – SOW-001
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Appendix D: Detailed Project Roles
Avaap Team Roles
Avaap Role Description of Role
Executive
Sponsor/Program
Director
Each project is assigned an Avaap Executive Sponsor and/or Program Director. This individual will serve in an advisory role and will provide oversight for the entire project. This individual provides an escalation point for any issues related to the delivery of services or issues that have the potential of adversely affecting the timeline or budget of the project. This individual maintains executive level relationships with the Client and participates in Steering Committee meetings to facilitate effective project governance. The Executive Sponsor will handle any negotiation related to scope or resource changes as required to successfully execute the project and any associated Change Orders.

Engagement Manager Avaap will designate an Engagement Manager to be responsible for working with the Client Project Manager to ensure the overall and timely success of the initial deployment of each work stream. The Engagement Manager will help guide the deployment by providing Avaap best practices as they relate to project management techniques, the use of Avaap tools and templates, and leveraging Avaap’s implementation methodology. The Engagement Manager will staff the project with Avaap or partner resources and guide their activities based on a mutually agreed upon project plan.

The Engagement Manager will provide overall project status to key members of Client and Avaap’s management team and participate in internal review meetings to help ensure the project is meeting deadlines and mitigate any risk.

Solution
Architects/Leads
Responsible for providing cross-functional oversight to the Functional Consultants to help manage configuration and design challenges. The Solution Architect will drive consistency, efficiency and focus on the Client’s objectives. Each Solution Architect maintains an overarching view of the functional aspects of the Client’s Workday deployment and provides senior guidance in the details of Workday. As well, each Solution Architect leverages lessons learned from other projects to facilitate the most effective and efficient approaches and techniques related to design, configuration, integration development, testing, data conversion, reporting, and complete alignment with Workday.

Functional
Consultant(s)
Responsible for working with Client to design business processes, gather functional and reporting requirements. The Consultant configures Workday according to Client requirements and documents any areas where requirements are not met. They provide best practices to ensure the Client is taking full advantage of the features/functions of the Workday solution.

They support testing, data conversion, knowledge transfer, change Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

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Avaap Role Description of Role
management and integration development efforts. They escalate issues that may impact the go-live date to the Avaap Engagement Manager.

Integration
Consultant(s)
Responsible for working with the Avaap Business Consultant and Client Business Analysts to gather and document integration requirements. The Integration Consultant supports the configuration and testing of Avaap packaged integrations and the development of Client integrations as defined by the Statement of Work along with knowledge transfer.

Organizational
Change Management
Consultant
Responsible for executing the overall approach to change and the various elements of the change management plan in conjunction with the Client OCM resources, The consultant works closely with the client OCM lead and resources, the Engagement Manager, and the Functional Leads. The OCM consultant collaborates with the client OCM team and the client project team to assess the areas impacted by the project, define the strategies that will be employed to mitigate the risks associated with the change, and develop a plan to address each area.

Subject Matter
Experts
Identified as needed during this implementation. Example roles could be Financial Planning SME, Security SME, or future Workday product experts.

Testing Coordinator As part of this role, the individual could be expected to collect and assemble test scripts, organize into the Avaap provided Testing Management Tool ensure that tests are executed and the subsequent results are collected from functional Testers and maintained in the Testing Management Tool, ensure that any issues/defects are document by the functional Testers using the identified defect management process, provide metrics related to test completion status, defect status, and other test data for testing signoff, communicate test results using Daily Review meetings, highlight scenarios that have significant issues, discuss options for catching up or pulling ahead of each testing cycle, and assign follow up action items to ensure progress towards successful completion of each test cycle.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.105
Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Client Team Roles
Client personnel are experts on Client business and technologies. As such, they will have responsibility for providing project management, non-Workday functional, technical, and culture expertise to the project. The following chart depicts the delineation in the roles as it relates to Client project team.

These roles may be further refined during the project Plan Stage based on Client availability and organizational structure.

Client Role Description of Role
Executive Sponsor /
Steering Committee
Provides funding and support for the Project including ensuring all appropriate resources are available for the Project; resolving issues that are blocking the critical path of the Project, providing overall direction to Client’s Project Manager and may sign, or delegate signing of, key work products/Project milestones.

Project Champions (one or
more Client executives
depending on the project
scope and executive
expertise)
Acts as a vocal and visible champion, legitimizes the project’s goals and objectives, keeps abreast of major project activities and is a decision-maker for the project. The Project Champion provides strategic support for the Project Manager; assists with major issues, problems, and policy conflicts; removes obstacles; is active in planning the scope; approves scope changes; signs off on major work products; and signs off on approvals to proceed to each succeeding project stage. The Project Champion is the project advocate, ensuring the overall success and direction of the project. Ideally this person has both technical acumen, process and project management acumen and is respected as a leader among the end user community. This person builds relationships across functions and acts as a change management champion and catalyst for transformation through all stages of deployment and once in production. The Project Champion sets the organizational message and expectations for all Workday users.

Client Project Manager Provides day–to-day direction for Client roles by owning the project plan, establishing, and managing project details, work products, schedules, tasks, and assignments. Additionally, this role will coordinate activities with other teams, including 3rd party providers and identifying potential issues and proactively resolving the issues to minimize the impact to the project budget, scope, and schedule. This role may also have responsibility for signing and approving completion of key work products/milestones.

Business Analysts
(Subject Matter Experts)
The individual or individuals who are familiar with Client business processes and systems and can provide information to the Business Consultants to configure the Workday Solution. Responsibilities include: Communicating functional requirements that need to be Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.106
Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

Client Role Description of Role
configured in Workday; describing current business processes and working with the team to simplify and improve; working with Business Consultant to help map and load data into Workday; actively participating in all testing activities; cleansing data prior to providing it to Avaap Business Consultant; standardizing job, compensation, and organization set-up data; validating data converted into the Workday solution; developing custom reports; and conducting end-user training.

Technical Analysts
(Subject Matter Experts)
Technical resources that will perform the following: provide expertise on the third-party interface requirements; design, develop, and test all custom integrations identified in Project scope; assist Avaap in the configuration and testing of all Workday integrations identified in the Project scope; supporting the extraction of data from legacy systems and support the conversion and loading of data into Workday.

Testing Lead The individual is familiar with Client business processes and systems and will assist with coordinating the resources in the various test cycles. As part of this role, the individual is expected to help collect and assemble test scripts, organize into the Avaap provided Testing Management Tool, ensure that tests are executed and the subsequent results are collected from functional Testers and maintained in the Testing Management Tool, ensure that any issues/defects are document by the functional Testers using the identified defect management process.

Workday Administrator This resource will be a key contact to Workday’s Client Success during deployment. He/she may be responsible for logging Client care cases, training, or other Client Success activities. This resource will be the person responsible for the Workday solution following the Move to Production. Typically provides “Tier 1” support to the Client’s organization and serves as point of contact for the Workday Production Support team and to Avaap. Looks for ways to optimize and improve the use of the Workday application. Coordinates and ensures updates are planned for and executed properly.

OCM Lead Responsible for the overall OCM partnership with Avaap and the internal leadership of OCM resources and the client facing change leadership. Responsible for the execution of OCM-related activities and deliverables.

Client will:
• designate and involve a senior executive to be actively involved in project oversight and to serve as a project champion who can be available to resolve escalations impacting the fundamental success of the project;
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.107
Avaap – City of Santa Cruz – SOW-001
2024-11-21 Avaap City of Santa Cruz
Draft SOW(SH)

• ensure that Client staff is available to provide such assistance as Avaap reasonably requires and that Avaap is given reasonable access to Client senior management, as well as any members of its staff to enable Avaap to provide the Services. Client will ensure that its staff has the appropriate skills and experience. If any Client staff fails to perform as required, Client will make suitable additional or alternative staff available;
• provide all information and materials reasonably required to enable Avaap to provide the Services. Avaap will not be responsible for any loss, damage, delay, or deficiencies in the Services arising from inaccurate, incomplete, or otherwise deficient information or materials supplied by or on behalf of Client;
• obtain and manage (with appropriate agreements in place) any third parties and those third-party products (including any hardware, software, communications equipment, and the like) and services upon which Avaap is relying on to provide the Services described herein (e.g., Workday and third-party services integrated with Workday);
• Note: Client acknowledges and agrees that Avaap is not responsible for any project delays resulting solely from defects or functionality gaps in the Workday software. • Note: Client acknowledges and agrees that all work products and services provided as part of such Workday services are the responsibility of Workday. • provide Avaap with access to all preparatory analyses, including readiness assessments, total cost of ownership estimates, requirements analyses, and Workday fit/gap assessments; • verify Client has appropriate agreements in place with third parties whose work may affect Avaap’s ability to provide the Services. Unless specifically agreed to otherwise in writing, Client is responsible for the management and performance of third parties, and for any third-party hardware, software or communications equipment used in connection with the Services; • if making available to Avaap any facilities, software, hardware, or other resources in connection with Avaap’s performance of Services, obtain at no cost to Avaap, any licenses or approvals related to these resources that may be necessary for Avaap to perform the Services. Avaap will be relieved of its obligations that are adversely affected by Client’s failure to promptly obtain such licenses or approvals. Client agrees to reimburse Avaap for any reasonable expenses that Avaap may incur from Client’s failure to obtain these licenses or approvals; • After Workday is live in Production, customer will be solely responsible for testing and any activities in the Workday Production tenant which shall include configuration, business processes, data, reports, and integrations. Client will provide written acceptance of test results to Avaap at the end of the Test Stage. If Avaap agrees in writing to access Client’s production tenant for any activity client shall verify production results and is solely responsible for production accuracy. Client shall provide written acceptance to Avaap after activity is executed in a Production tenant.
perform Client roles and responsibilities as indicated in the “Roles and Responsibilities” Appendix C and the Workday Roles
Workday Role Description of Role
Workday
Delivery
Assurance
Group
Avaap partners closely with Workday for the mutual benefit of all parties continually throughout the deployment. The primary avenue of this partnership is through Workday Delivery Assurance. Comprised of Workday Implementation Specialists, the Delivery Assurance Group works with team toward the implementation of Workday.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.108
City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 15
EXHIBIT B: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

A. CERTIFICATE REQUIREMENTS
The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates, • Coverage and policy limits will meet, or exceed, requirements below, • The Certificate Holder will be City of Santa Cruz, Risk Management, 1200 Pacific Ave., Suite 290, Santa Cruz, CA 95060,
• Certificate will be signed by an authorized representative, • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds, and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required as specified below.

B. MINIMUM SCOPE AND LIMITS OF INSURANCE
Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City of Santa Cruz requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Cruz.

Coverage will be at least as broad as:
• COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE Proof of coverage for $1 Million per occurrence and $2 Million in the aggregate including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL. • PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

Consultant will maintain insurance appropriate to Consultant’s profession; with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after date of completion of the services under this Agreement. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date or start of work date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the contract of work.
• AUTOMOBILE LIABILITY:

Proof of coverage for $1,000,000 provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), per accident for bodily injury and property damage.
• WORKERS’ COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND EMPLOYER’S LIABILITY INSURANCE: $1,000,000 per accident for bodily injury or disease.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.109
City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 16
The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.
• For Data Security and Privacy Liability

1. Consultant shall maintain one or more insurance policies - Privacy, Technology and Data Security Liability, Cyber Liability, or Technology Professional Liability Insurance coverage in the amount of $5,000,000 per occurrence or claim, $5,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant in this contract.

2. The policy(ies) shall include coverage for claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information.

3. The policy(ies) shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

4. The policy(ies) shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant.

C. OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
• ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
• PRIMARY COVERAGE
For any claims related to this Agreement, Consultant’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Consultant’s and all subcontractor’s insurance and will not contribute with it.
• NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the City.
• WAIVER OF SUBROGATION
Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.110
City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 17
Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance. Consultant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. • EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
Consultant may use excess liability/umbrella policies to meet the required liability limits on the condition that they provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The excess liability/umbrella insurance policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance policies maintained by the additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted. • DURATION OF COVERAGE
CGL & Excess Liability/Umbrella policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work. • SELF-INSURED RETENTIONS (SIR)
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses.

The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
• ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
• CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. • VERIFICATION OF COVERAGE
Consultant will furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy (and CPL, automobile and any Excess Liability/Umbrella policies, as applicable) listing all policy endorsements to be approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.111
City of Santa Cruz Professional Services Agreement with Avaap U.S.A. LLC November 2024 Page 18
D. SUBCONTRACTORS
Consultant shall include their subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates and endorsements for each contractor and subcontractor. Consultant shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City, its officers, officials, employees, agents, and volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s).

E. SPECIAL RISKS/CIRCUMSTANCES
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.

Docusign Envelope ID: 4367DE4A-9793-427C-9222-EEC3A13D2C50

19.112
00465295.0 - Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement – City of Santa Cruz
©2022 Workday v22.8 Page 0 of 13
Documents Agreement Number
Main Subscription Agreement (v22.8) Agreement #: 00465295.0 Subscription Order Form Order Form #: 00463235.0
By executing this document (“Signature Document”), the undersigned agree they are duly authorized signatories and all documents listed in the above table are entered into between the parties, effective as of the later of the dates beneath the parties’ signatures below (“Effective Date”). References to Signature Document and Effective Date in the Main Subscription Agreement shall mean those terms as defined in the preceding sentence.

City of Santa Cruz
809 Center Street, Room 8
Santa Cruz, CA,, 95060
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
Signature Signature Signature
Name Name Name
Julie Gonzalez Zane Rowe
Title Title Title
Senior Vice President,
Financial Planning &
Analysis
Chief Financial Officer
Date Signed Date Signed Date Signed
Email Email
[email protected]
Email
[email protected]
Approved as to Legal Form
by:

Stephanie Y. Hall, Office of
the city Attorney
Approved as to Legal Form by:

Joshua Harman, Assistant General
Counsel -
[email protected]
Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.113
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 1 of 13
This Main Subscription Agreement, effective as of the Effective Date set out in the Signature Document, is by and between Workday, Inc. ("Workday") a Delaware corporation with offices at 6110 Stoneridge Mall Road, Pleasanton, CA 94588 and City of Santa Cruz (“Customer”), with offices at Santa Cruz, CA, 95060, United States. Whereas Workday provides a subscription Service to which Customer intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows:

1. Provision of Service.

1.1 Workday Obligations. During the Term, Workday shall: (i) make the Service and Improvements available to Customer in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement; and (ii) not use Customer Data except to provide the Service, prevent or address service or technical problems, or verify Improvements, in accordance with this Agreement and the Documentation, or in accordance with Customer’s instructions.

1.2 Customer Obligations. Customer may enable access to the Service for use only by Authorized Parties solely for the Internal Business Purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties for a level of use not exceeding the Pricing Metrics on the applicable Order Form. Customer is responsible for all Customer Affiliate and Authorized Party use of the Service and compliance with this Agreement.

Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all information submitted to Workday, including, but not limited to Customer Data; (b) take commercially reasonable efforts to prevent unauthorized access to or use of the Service through login credentials of Authorized Parties, and notify Workday promptly upon discovery of any unauthorized access or use; and (c) take commercially reasonable efforts to prevent the sending of or storage of Malicious Code in connection with use of the Service. Customer shall not: (i) use the Service in violation of Laws; (ii) in connection with use of the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) knowingly send or store Malicious Code in connection with use of the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation.

2. Fees.

2.1 Invoices and Payment. Subscription Fees and all other fees due hereunder will be invoiced to Customer in the United States and payment will be remitted by Customer from the United States. Except where indicated otherwise on an applicable Order Form, all fees due hereunder (except fees subject to good faith dispute) shall be due and payable within thirty (30) days of receipt of a correct and undisputed invoice. Workday will send all Customer invoices electronically (by email or otherwise). Workday shall email invoices to Customer within two business days of the date of the invoice. All fees are quoted and payable in United States Dollars and are based on access rights acquired and not actual usage. Customer shall provide Workday with complete and accurate billing and contact information including a valid email address. Upon Workday’s request, Customer will make payments via electronic bank transfer. All remittance advice and invoice inquiries can be directed to [email protected].

2.2 Non-cancelable and non-refundable. Except as specifically set forth to the contrary under Section 6.2 “Warranty Remedies”, Section 7 “Indemnification”, Section 9.3 “Effect of Termination”, Section 9.7 “Termination for Non-Appropriation, Section 9.8 “Termination for Convenience”, and for credits due pursuant to Section 10.11 “Workday SLA Service Credits”, all payment obligations under any and all Order Forms are non-cancelable and all payments made are non-refundable.

2.3 Non-Payment and Suspension of Service. Except with respect to charges subject to a reasonable and good faith dispute, if Customer's account is more than thirty (30) days past due, in addition to any other rights or remedies it may have under this Agreement or by law, Workday reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in full. Such notice shall clearly and prominently state that the Service is at risk of suspension and shall not solely take the form of an invoice with an overdue notice.

2.4 Taxes. This section applies only if Customer has not provided Workday with a tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. Subscription Fees and all other fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes and foreign withholding taxes (collectively defined as “Taxes”). Customer is responsible for paying all Taxes imposed on the Service Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.114
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 2 of 13
or any other services provided under this Agreement. If Workday has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address listed in the Signature Document which will be used as the ship-to address on the Order Form, and invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority.

3. Proprietary Rights.

3.1 Ownership and Reservation of Rights to Workday Intellectual Property. Workday and its licensors own all right, title and interest in and to the Service, Documentation, and other Workday Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Workday reserves all rights, title and interest in and to the Service and Documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

3.2 Grant of Rights. Workday hereby grants Customer (for itself and those of Customer’s Affiliates and Authorized Parties for whom Customer enables access to the Service) a non-exclusive, non-transferable, right to use the Service and Documentation solely for the Internal Business Purposes of Customer and its Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within the scope of use defined in the relevant Order Form. The Service is provided in U.S. English. Workday has translated portions of the Service into other languages and unless otherwise indicated in the applicable Order Form, Customer may use any available translated portions of the applicable Service.

3.2 Restrictions. Customer shall not (i) modify or copy the Service or Documentation or create any derivative works based on the Service or Documentation; (except for archival copies of the Documentation for use consistent with this Agreement); (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation, except to the extent required by Law; or (iv) access the Service or Documentation in order to build any commercially available product or service except as otherwise provided in an applicable Order Form.

3.3 Ownership of Customer Data. As between Workday and Customer, Customer owns its Customer Data.

3.4 Customer Input. Workday shall have a royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use, and incorporate into its services pursuant to this Agreement, any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input.

4. Confidentiality.

4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the other party's prior written permission.

4.2 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.

4.3 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of the Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted and reasonably feasible) and provides reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. For purposes of this section, a request to Customer for documents or information pursuant to the California Public Records Act will be considered a compelled disclosure. All parties acknowledge that Customer may not make any assertion of exemption on behalf of Workday in response to a Public Records Act request. In addition, Customer may disclose Order Forms and the Agreement in accordance with requirements for publication of items that will be on the Customer’s required council agenda.

Such disclosure may take the form of a website-accessible posting of those documents.

4.4 Business Associate Exhibit. If Customer concludes that the Service will include access to Customer Data that is protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and Customer is a Covered Entity as defined under HIPAA, the parties agree to attach Workday’s Business Associate Exhibit to this Agreement, which shall Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.115
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 3 of 13
apply to Workday’s receipt, maintenance or transmission of Protected Health Information from, or on behalf of Customer, as described in such Exhibit.

4.5 Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the party who owns the Confidential Information shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by both parties that any other available remedies may be inadequate.

4.1 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation between the parties; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation between the parties; (iii) was independently developed by a party without breach of any obligation between the parties; or (iv) is received from a third party without breach of any obligation owed to the other party. Customer Data shall not be subject to the exclusions set forth in this section.

5. Customer Data.

5.1 Protection and Security. Workday maintains a security program that conforms to the Workday Universal Security Exhibit attached hereto (“Security Exhibit”) and incorporated herein, and is further described in Workday’s most recently completed Service Organization Control 1 (SOC1) and Service Organization Control 2 (SOC2) audit reports or industrystandard successor reports. The most recently completed SOC1 and SOC2 (or industry standard successor audit reports) as of the Effective Date are referred to as the "Current Audit Reports". In no event during the Term shall Workday materially decrease the protections provided by the controls set forth in the Security Exhibit and the Current Audit Reports. Upon Customer’s request, Workday will provide Customer with a copy of Workday’s Current Audit Reports or comparable industrystandard successor reports prepared by Workday’s independent third-party auditor. The Universal Data Processing Exhibit attached hereto (the “Data Processing Exhibit” or “DPE”) and incorporated herein, will apply to the processing of Personal Data. Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent duty to comply with any and all Laws applicable to it.

5.2 Unauthorized Disclosure. If either party believes that there has been a Security Breach, such party must promptly notify the other party, unless legally prohibited from doing so, within forty-eight (48) hours of discovery of such Security Breach, or any shorter period as may be required by Law; provided, however, that Customer is not required to notify Workday in any case where Customer reasonably determines that the Security Breach presents no threat to the Service. Additionally, each party will reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any such Security Breach that is not clearly attributable to Customer or its Authorized Parties, Workday shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with Customer. Unless prohibited by Law, each party shall provide the other party with reasonable notice of, and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication.

6. Warranties and Disclaimers.

6.1 Warranties. Each party warrants that it has the authority to enter into this Agreement and shall comply with all Laws in connection with its performance of this Agreement. Workday warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation; (ii) the features, and functionality of the Service will not be materially decreased during the Term; and, (iii) to the best of Workday’s knowledge, the Service does not contain any Malicious Code. Order Forms for Related Services may have warranties specific to those Related Services To the best of Workday’s knowledge as of the Effective Date of this Agreement, Customer’s license used of the Service will not infringe the intellectual property rights of any third party; provided Customer's sole remedies for such an infringement shall be those specified in Section 7.1, including the obligation to defend and indemnify Customer as described in Section 7.1.

6.2 Warranty Remedies. In the event of a breach of the warranty set forth in Section 6.1 (i), (ii) and (iii), (a) Workday shall correct the non-conforming Service at no additional charge to Customer, or (b) in the event Workday is unable to correct such deficiencies after good-faith efforts, Workday shall refund Customer amounts paid that are attributable to the defective Service from the date Workday received such notice (as set forth in Section 6.3 below) through the date of remedy, if any. The remedies set forth in this subsection shall be Customer’s sole remedy and Workday’s sole liability for breach of these warranties unless the breach of warranty constitutes a material breach of this Agreement and Customer elects to terminate this Agreement in accordance with the Section entitled “Termination.” Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.116
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 4 of 13

6.3 Notice Obligations. To receive the warranty remedies set forth above, Customer must promptly report deficiencies in writing to Workday, but no later than thirty (30) days of the first date the deficiency is identified by Customer, or, in the case of a Related Service, no later than thirty (30) days after delivery of such Related Service. Customer’s failure to notify Workday within such thirty (30) day period shall not affect Customer’s right to receive the remedy in Section 6.2(a) unless Workday is somehow unable, or impaired in its ability to, correct the deficiency due to Customer’s failure to notify Workday within the thirty (30) day period. Notice of breaches of the warranty in Section 6.1(i), (ii), or (iii) shall be made through Workday’s then-current error reporting system; notices of breaches of any other warranty shall be made in writing to Workday in accordance with the Notice provisions of this Agreement.

6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED

BY APPLICABLE LAW, THE PARTIES MAKE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS,

IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING

ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND RELATED SERVICES AND THE DOCUMENTATION. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE

SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.

7. Indemnification

7.1 Workday Indemnity. Workday shall defend Customer, and its officers, employees, agents, and volunteers, as Workday’s expense, from any third party Claim against Customer alleging that the use of the Service as contemplated under this Agreement infringes or misappropriates such third party’s Intellectual Property Rights and Workday shall indemnify and hold Customer, and its officers, employees, agents, and volunteers harmless against any Losses relating to such third party Claim. Wo

7.2 Indemnification of Breach of Confidential Information and/or Customer Data. Subject to the limitation of liability specified in Section 8, Workday shall indemnify Customer, and its officers, employees, agents, and volunteers, against any loss, damage or costs finally awarded or entered into a settlement (including, without limitation, reasonable attorneys' fees) in connection with Claims made or brought against the Customer by a third party based upon a breach of this Agreement (including the DPE) by Workday resulting in the unauthorized disclosure of Customer Data, or breaches of Workday’s security, privacy and/or confidentiality obligations under this Agreement. Customer shall defend such Claim; however, such defense costs shall be reimbursable by Workday subject to the aggregate limitation of liability under Section

8. 7.3 Death, Injury or Damage to Tangible Property. Subject to Section 7.5 below, Workday will indemnify, defend and hold harmless Customer, and its officers, employees, agents, and volunteers, against any loss, damage or cost (including reasonable attorneys' fees) in connection with Claims for bodily injury or death or tangible property damage brought against Customer to the extent caused by the intentional or willful misconduct of Workday's employees while on Customer premises. .

7.4 Reserved

7.5 Indemnity Notice. To the extent reasonably feasible, Customer agrees to (a) promptly give written notice of the third-party Claim to Workday (although a delay of notice will not relieve indemnitor of its obligations under this Section except to the extent that Workday is prejudiced by such delay), (b) give Workday sole control of the defense and settlement of the third-party Claim (although Workday may not settle any third-party Claim unless it unconditionally releases indemnitee of all liability); and (c) provide to Workday, at Workday’s cost, all reasonable assistance.

7.6 Exceptions. Workday shall have no liability for Claims or Losses to the extent arising from (a) modification of the Service by anyone other than Workday; (b) use of the Service by Customer, or anyone acting under Customer’s authority, in a manner inconsistent with this Agreement or Documentation (c) use of the Service by Customer, or anyone acting under Customer’s authority, in combination with any other product or service not provided by Workday except to the extent that Workday knew that the combination was substantially likely to result in a Claim and did not notify Customer. .

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.117
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 5 of 13

7.7 Continued Use of the Service. If Customer is enjoined from using the Service or Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Workday, then the applicable Service may be terminated at either party’s option and Workday’s sole obligation and liability related to the subject matter of this Section 7, in addition to the indemnification obligations herein, shall be to refund any prepaid fees for the applicable Service that was to be provided after the effective date of termination.

7.8 Exclusive Remedy. Sections 7.1 through 7.3 state each indemnitee’s exclusive remedies and the indemnitor’s sole obligations related to the subject matter of this Section.

8. Limitation of Liability.

8.1 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (i) 7.1 INTELLECTUAL PROPERTY OR 7.3 DEATH, INJURY OR DAMAGE TO TANGIBLE PROPERTY INDEMNIFICATION OBLIGATIONS IN SECTION 7, (ii) EITHER PARTY’S RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, (iii) WORKDAY’S REMEDIATION OBLIGATIONS IN SECTION 8.4; OR (iv) CUSTOMER’S PAYMENT OBLIGATIONS, THE MAXIMUM LIABILITY OF EITHER PARTY WHICH INCLUDES ITS RESPECTIVE AFFILIATES, AND IN THE CASE OF WORKDAY, ALSO INCLUDES WORKDAY’S THIRD

PARTY LICENSORS FOR ANY AND ALL CLAIMS (INDIVIDUALLY AND IN THE AGGREGATE) ARISING OUT OF OR

RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO AN AMOUNT

EQUAL TO THE FEES ACTUALLY PAID OR PAYABLE UNDER THE AGREEMENT DURING THE IMMEDIATELY PRECEDING TWENTY-FOUR (24)-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM(S) AROSE (OR,

FOR A CLAIM(S) ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWENTY-FOUR (24) MONTH PERIOD) (“GENERAL CAP”, EXCEPT THAT FOR BREACHES OF EITHER PARTY’S CONFIDENTIALITY, SECURITY OR PRIVACY OBLIGATIONS THE BREACHING PARTY’S

MAXIMUM TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE INCREASED TO FEES PAID OR PAYABLE UNDER THE AGREEMENT DURING THE IMMEDIATELY PRECEDING TWENTY-FOUR (24)-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE (“ENHANCED CAP”).

8.2 EXCLUSION OF DAMAGES EXCEPT FOR WORKDAY’S IP INDEMNIFICATION OBLIGATIONS IN SECTION 7,AND EXCEPT FOR LIABILITY CAUSED BY WORKDAY’S FRAUD, WILLFUL MISCONDUCT, OR VIOLATION OF LAW (WHETHER NEGLIGENT OR WILLFUL), IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA (UNLESS CAUSED BY WORKDAY’S FAILURE TO

BACK UP CUSTOMER DATA IN ACCORDANCE WITH ITS OBLIGATIONS HEREUNDER), BUSINESS INTERRUPTION,

OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED,

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

8.3 CLASSIFICATION OF CERTAIN DAMAGES. SUBJECT TO SECTION 8.1, AND NOTWITHSTANDING SECTION

8.2, IF EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS ARISING FROM THE BREACH; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH.

8.4 Workday Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by Workday’s breach of its security and/or privacy obligations under this Agreement, Workday shall pay the reasonably necessary, documented costs incurred by Customer in connection with the following items: (a) costs of any reasonably required forensic investigation to determine the cause of the breach, (b) providing notification of the security breach to applicable government and relevant industry self-regulatory agencies, to the media (if required by Law) and to individuals whose Personal Data may have been accessed or acquired, (c) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of one year (or to the extent required by Law) after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service, and (d) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one year (or to the extent required Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.118
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 6 of 13
by Law) after the date on which such individuals were notified of the unauthorized access or acquisition.

NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WORKDAY

SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO RECKLESS

MISCONDUCT, SOLE OR ACTIVE NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD BY CUSTOMER OR ITS EMPLOYEES, AGENTS OR AUTHORIZED PARTIES.

9. Term and Termination.

9.1 Term of Agreement. The Term commences on the Effective Date and continues until the stated term in all Order Forms has expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties. Subscriptions to the Service commence on the date, and are for a period, as set forth in the applicable Order Form.

9.2 Termination. Either party may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event this Agreement is terminated, all Order Forms are simultaneously terminated. Upon any termination by Customer pursuant to this section, Workday shall refund Customer any prepaid fees for the affected Service that were to be provided after the effective date of termination.

For clarity, a breach or termination of any Professional Services Agreement, as defined in the DPE, or of any applicable statement of work and/or work order thereunder, shall not be considered a material breach or termination of this Agreement.

9.3 Effect of Termination. Upon any expiration or termination of this Agreement, all Order Forms shall immediately terminate and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled “Retrieval of Customer Data” and “Transition Period before Final Termination”) and shall also cease accessing Workday Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Workday prior to the effective date of termination. Additionally, termination for any reason other than Workday’s uncured material breach, Termination for Non-Appropriation, or the reasons set forth in Section 2.2, shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms.

9.4 Transition Period before Final Termination. If this Agreement is terminated and Customer submits a written request to Workday prior to any such termination for a one-time transition period, Workday will continue to provide the Service for up to three (3) months after the effective date of such termination (the “Transition Period”), subject to the terms and conditions of this Agreement. Monthly fees for the Transition Period will be 1/12 of the immediately preceding twelvemonth period plus, only if this Agreement was not terminated by Customer for cause, an additional five percent (5%).

Notwithstanding the foregoing, if Workday is enjoined from performing, or termination of this Agreement was due to Customer’s breach, Workday has no obligation to perform under this section unless it receives (i) payment of all fees not subject to reasonable and good faith dispute, (ii) prepayment of fees for further services, and (iii) certification of ongoing compliance with the terms of this Agreement during the Transition Period.

9.5 Transition Consulting Services. During a Retrieval Period or Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Workday Service and will be subject to a fee based on Workday’s then-current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this Agreement by Workday for Customer’s breach, Workday may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed and (ii) prepayment of fees for further services.

9.6 Retrieval of Customer Data. Upon written request by Customer made prior to or upon any expiration or termination of this Agreement (including any Transition Period), Workday will make Customer Data available to Customer through the Service solely to allow Customer to retrieve Customer Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). If Customer utilizes the Transition Period described in Section 9.4 above, it will still receive a total of no more than sixty (60) days of non-cost Retrieval Period. After such Retrieval Period, Workday will have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data by deleting Customer’s Tenant; provided, however, that Workday will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Workday will continue to protect the Customer Data in accordance with this Agreement. Customer Data Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.119
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 7 of 13
will be made available in a Workday-supported format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on Workday by Law. Additionally, during the Term of the Agreement, Customers may extract Customer Data using Workday’s standard web services.

9.7 Termination for Non-Appropriation. For each of Customer’s fiscal years during the Term of this Agreement Customer agrees: (a) to seek in good faith appropriations sufficient to cover Customer’s obligations under this Agreement; and (b) not to use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes, barring unforeseen circumstances or events, that sufficient funds will lawfully be appropriated by its governing body to satisfy its obligations under this Agreement. If Customer does not appropriate sufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement, Customer may terminate this Agreement by giving Workday not less than thirty (30) days’ prior written notice of such non-appropriation for the fiscal year. Customer shall not execute an Order Form unless funds have been appropriated for at least the first year’s subscription fee. Workday is under no obligation to provide the Service if Customer lacks funds to pay for it. Upon termination Customer will remit all amounts due and all costs reasonably incurred through the date of termination and, to the extent of lawfully available funds, through the end of the then-current fiscal period, providing Service will continue through the end of the then-current fiscal period and for the full duration of any subsequent Transition Period for which funds are available. Upon Workday’s reasonable request, Customer will provide Workday with information as to funding status for its next subscription payment(s).

9.8 Termination for Convenience. Workday generally prices its services for its customers based on firm multi-year subscription commitments without any opportunity for either party to terminate for pure convenience. However, Customer is a local government entity that intends to use financial assistance from the federal government through grants that are required to comply with applicable federal regulations and guidance provided in 2 CFR Appendix II Part 200(B) to include a right to terminate for convenience in this Agreement. Therefore, the parties agree as follows:
(a) Customer may terminate this Agreement, in whole or in part, at any time by providing thirty (30) calendar days written notice to Workday ("Notice of Termination for Convenience") when termination for convenience is in Customer's best interest.
(b) Customer shall pay Workday all amounts due to Workday for services provided by Workday up to the date of termination and any costs reasonably incurred by Workday to close out the Agreement ("Termination for Convenience Costs"). Workday shall submit its claim for Termination for Convenience Costs to Customer within thirty (30) calendar days of the date of the Notice of Termination for Convenience. Customer will pay approved Termination for Convenience Costs within thirty (30) calendar days of receipt of Workday's claim for such costs. Such approval shall not be unreasonably withheld.
(c) Customer agrees that its right in this Section 9.8 to terminate this Agreement for convenience is conditioned upon Customer’s payment to Workday a termination fee of ten percent (10%) of the subscription fees due to Workday for the remainder of the Agreement Term as detailed in the Order Form. Such fee shall be calculated from date of termination.

Customer and Workday agree that any fees paid to Workday prior to the date of termination under this Section are not refundable.

9.9 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) Section 1.1(i) “Workday Obligations”, (ii) Section 3.2 “Grant of Rights”; and (iii) those provisions granting Customer access to any SKU(s) and services referenced in any applicable Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement.

10. General Provisions.

10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

There are no third-party beneficiaries to this Agreement.

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.120
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 8 of 13

10.2 Insurance. Workday will maintain during the entire Term, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII at the time of policy inception.
(a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Customer
(b) Business Automobile Liability covering all vehicles that Workday owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Customer, its officers, employees, agents, and volunteers, as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer.
(d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage, internet liability, and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate.
(e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate and naming Customer (as its interests may appear) as a loss payee.
(f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer.

Upon Customer's request, Workday agrees to deliver to Customer certificates of insurance evidencing the coverage specified in this section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Workday will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability or satisfaction of any indemnification/hold harmless obligation of Workday. Workday shall ensure that Customer, its officers, employees, agents, and volunteers are named as additional insureds on the insurance policies Workday requires from its contractor(s) and subcontractor(s) working directly for the City, and this requirement shall not apply to subprocessors.

10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; or (ii) the third business day after first class mailing. Notices to Workday shall be sent to the address shown in the Signature Document addressed to the attention of its General Counsel with a copy sent to [email protected]. Notices to Customer shall be sent to the address shown in the Signature Document addressed to Customer’s General Counsel. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.

10.4 Background Check. Unless prohibited by law, Workday agrees to conduct (or has previously conducted) a criminal background check on personnel employed by Workday (or will require its subcontractors to conduct a background check on their own personnel) who will have access to Customer Data. Such background check shall be in the form generally used by Workday in its initial hiring of employees or contracting for contractors or, as applicable, during the employmentscreening process. Workday will not allow any person performing under this Agreement on behalf of Workday to be assigned to have access to Customer Data whose background check revealed a conviction of any violent crime or crime involving theft, dishonesty, moral turpitude, breach of trust, or money laundering.

10.5 Code of Conduct. Workday has a published code of conduct available on its public web site with rules for ethical business conduct which complies with applicable law. Workday uses commercially reasonable efforts to ensure that Workday complies with its code of conduct, including but not limited to periodic training of employees about the code.

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.121
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 9 of 13

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

10.7 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Workday or Customer employees, respectively) (“Force Majeure”). Each party will make commercially reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld).

Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party, but with prior written notice to the extent allowed by law, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an “M&A assignment”) so long as the assignee agrees to be bound by all of the terms of this Agreement in an amendment to this Agreement and all past due fees are paid in full or otherwise accounted for in the amendment. In no event shall Customer have the right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non-assigning party shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.9 Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

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

10.11 Workday SLA Service Credits. If, in any rolling six-month period, Workday fails to meet the monthly Service Availability or Service Response commitments described in the SLA (a “Failure”), Customer may request the following remedies no later than six months after the applicable Failure occurs: (1) a meeting to discuss possible corrective actions for the first Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service Credit for a third Failure; and (4) a 30% Service Credit for a fourth Failure. In this Agreement, “Service Credit” means a credit equal to the stated percentage of the applicable monthly Subscription Fee for the affected Service. Workday shall deduct the highest applicable Service Credit from the next invoice for Subscription Fees or, if there is no subsequent invoice, shall refund the Service Credit to the Customer. The remedies in this section are the Customer’s exclusive remedies for any Failure.

10.12 Federal Government End Use Provisions (if applicable). Workday provides pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the technical data and rights as provided herein. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a federal prime or subcontract. Additionally, the parties agree that the purpose of this Agreement is to provide a sophisticated integrated system solution, principally for the provision of a product, not a service and as such, neither the Service Contract Act nor its related statutes or regulations apply to Workday’s performance hereunder.

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.122
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 10 of 13

10.13 Use by other Entities. The parties agree that other public entities, including state agencies, local governments, courts, and public institutions of higher education may utilize the terms of this Agreement to purchase the Service from Workday for agreements commencing no later than five (5) years after the Effective Date of this Agreement. Workday may extend the availability of this Agreement for such use in its sole and reasonable discretion. The parties understand that pricing is specific to Pricing Metrics and the choice of Workday Service components and other entities will not necessarily pay the same price as Customer. Any such other entity shall be responsible for complying with its relevant procurement rules and regulations. Customer will in no way whatsoever incur any liability to Workday, such entities, or others in relation to specifications, delivery, payment, or any other aspect of actions or omissions by such entities. An entity wishing to utilize this Agreement will have a copy of this Agreement executed in its own name and any Order Forms will be in such entity’s name. The parties agree that Workday can disclose this Agreement, all exhibits, and any applicable Order Forms to an entity seeking to make use of this Section.

10.14 Publicity. Except as set forth herein, Workday shall not use Customer's name, logos or trademarks, without the prior written consent of Customer, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, Workday may use Customer's name and logo in lists of customers and on its website, including, but not limited to, Workday’s community portal; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from Workday.

10.15 Miscellaneous. This Agreement, including all exhibits and attachments hereto and all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form shall take precedence over provisions of the body of this Main Subscription Agreement and over any other exhibit or attachment to this Main Subscription Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other non-negotiated Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement shall be legally binding with the same force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic signatures and include appropriate certificates to verify the identity of the signatory. For avoidance of doubt, emails stating consent to an Agreement or action shall not be considered an electronic signature.

10.16 Special Access by Law Enforcement and for Oversight. Customer is a public sector entity subject to oversight by other public sector entities and potentially by the federal government. The parties agree that to the extent that law enforcement officials or entities with appropriate oversight authority request access to the Service for the purpose of viewing or retrieving Customer Data or confirming how Customer processes Customer Data, Customer may grant such access either by permitting representatives of such entities to observe Customer’s use of the Service or by granting such representatives temporary status as an Authorized Party. Customer shall ensure any individuals to whom observation or temporary Authorized Party status is provided, have entered into a Confidentiality Agreement at least as restrictive as the provisions in Section 4 of the Agreement.

10.17 Audit Financial Billing. During the Term of this Agreement but not more frequently than once per year, Workday shall make available to Customer or its chosen independent third-party auditor (or federal or state department auditor having monitoring or reviewing authority over Customer), for examination those financial books, records, and files of Workday that are necessary for Customer to verify Workday’s charges for the Service provided under any Order Form(s) issued hereunder. Workday shall be subject to examination and/or audit to the extent set forth in law and shall comply with all program and fiscal reporting requirements set forth by law as described more fully in the Data Processing Exhibit. Workday shall maintain complete and accurate records as is reasonably necessary to substantiate such charges for at least five (5) years after such charges are invoiced. Customer shall provide Workday with reasonable notice prior to conducting such financial audit and the parties shall mutually agree upon the timing of such financial audit which shall be conducted in a manner that is least disruptive to Workday’s business operations. Such right shall not extend to or require on-site audits of Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.123
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 11 of 13
Workday’s operations or third-party hosting facilities, disclosure of any confidential information of any other Workday customer, or Workday’s payroll records or other financial records not related to Service fees invoiced to Customer.

10.18 California Labor Code Requirements. Workday is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Workday agrees to fully comply with such Prevailing Wage Laws, if applicable. Workday shall defend, indemnify and hold Customer, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon Workday and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors for work performed in California.

10.19 Verification of Employment Eligibility. By executing this Agreement, Workday verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

10.20 Equal Opportunity Employment. Workday represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of, as applicable under the law of the jurisdiction where employment occurs, race, religion, color, national origin, ancestry, sex, age, or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

10.21 Prohibited Interests. Workday represents that it has not employed nor retained any company or person, other than a bona fide employee working solely for Workday, to solicit or secure the Agreement. Further, Workday represents that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Workday, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this representation, Customer shall have the right to rescind the Agreement without further liability. Upon Customer’s request, Workday will include the following statement on Order Forms that are not executed contemporaneously with this Agreement, “Workday represents that it has not employed nor retained any company or person, other than a bona fide employee working solely for Workday, to solicit or secure this Order Form. Further, Workday represents that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Workday, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Order Form.”

11. Definitions.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party.

For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Main Subscription Agreement, including the Signature Document, any exhibits, addenda or attachments hereto, and any fully executed or attached and referenced Order Form(s). "Authorized Parties" means Customer’s or its authorized Affiliate’s employees, third party providers authorized by Customer, and as appropriate for the applicable Service, students and their parents or guardians, prospective employees, prospective students and their parents or guardians, former students, and/or retirees authorized to access Customer’s Tenants and/or to receive Customer Data (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process.
“Claim” means any claim, demand, suit, or other legal proceeding made or brought against a party to this Agreement.

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.124
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 12 of 13
"Confidential Information" means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Data; (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties). "Customer Data" means the electronic data or information submitted by Customer or Authorized Parties to the Service. “Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its Employees or Authorized Parties relating to the operation or functionality of the Service. “Documentation" means Workday’s electronic Administrator Guide for the Service, which may be updated by Workday from time to time.
"Employee" or “Worker” means employees, consultants, contingent workers, independent contractors, and retirees of Customer and its Affiliates whose business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased pursuant to an Order Form. “Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers.
“Intellectual Property Rights” means any and all common law, statutory and other intellectual property rights, such as copyright, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and inclusive of all moral rights related thereto. “Internal Business Purposes” means use for Customer’s internal operations associated with the functionality of the Service, as opposed to Customer using the products or Service for customers, clients, or prospective customers of the Customer. As illustrative examples: (1) use of recruiting functionality to assist with the recruitment of Customer’s employees is an Internal Business Purpose but a placement firm’s use of recruiting functionality to find employees for its third-party clients is not an Internal Business Purpose; and (2) Workday’s Student Service is clearly designed to assist educational institutions manage the records of students; even though students are technically the “clients” or “customers” of the institution. Nevertheless, use of Workday’s Student Service to manage these student records is still an Internal Business Purpose.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party. “Losses” means any damages or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees).
“Malicious Code” means viruses, worms, time bombs, ransomware, Trojan horses and other malicious code, files, scripts, agents or programs intended to do harm.
"Order Form" means the separate ordering documents under which Customer subscribes to the Service or other services pursuant to this Agreement which are fully executed by the parties. “Personal Data” has the definition set forth in the Data Processing Exhibit. “Pricing Metrics” means the specific measure identified on the applicable Order Form used for determining the Subscription Service Fee on that Order Form, such as FSE Worker or FTE Student. “Production” means the Customer’s or an Employee’s use of or Workday’s written verification of the availability of the Service (i) to administer Employees; (ii) to generate data for Customer’s books/records; or (iii) in any decision support capacity.

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.125
Agreement Number- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Santa Cruz
©2022 Workday v22.8 Page 13 of 13
“Related Service” means any professional services provided by Workday pursuant to an Order Form subject to this Agreement and related to the Service.
“Security Breach” means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Data; provided that an incidental disclosure of Customer Data to an Authorized Party or Workday, or incidental access to Customer Data by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law, (ii) any Personal Data Breach as defined in the DPE; and (iii) any security breach (or substantially similar term) as defined by Law affecting Customer Data.
"Service" means Workday’s software-as-a-service applications and Improvements as described in the Documentation and subscribed to under an Order Form.
“SLA” means the Workday Production Support and Service Level Availability Policy, located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html, which may be updated by Workday from time to time. No update shall materially decrease Workday’s responsibilities under the Workday SLA. “Subscription Fee” means all amounts invoiced and payable by Customer for the Service. "Tenant" means a unique instance of the Service, with a separate set of Customer Data held by Workday in a logically separated database (i.e., a database segregated through password-controlled access). “Tenant Base Name” is a naming convention that will be used in all of the Tenant URLs provided by Workday, as specified in Customer’s initial Order Form subscribing to the Service, and which shall remain constant throughout the Term. “Term” has the meaning set forth in Section 9.1.

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.126
00465295.0 - Confidential

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

Workday maintains a comprehensive, written information security program that contains administrative, technical, and physical safeguards that, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing of Covered Data as well as the associated risks, are appropriate to (a) the type of information that Workday will store as Covered Data; and (b) the need for security and confidentiality of such information. Workday’s security program is designed to:
 Protect the confidentiality, integrity, and availability of Covered Data in Workday’s possession or control or to which Workday has access;
 Protect against any anticipated threats or hazards to the confidentiality, integrity, and availability of Covered Data;  Protect against unauthorized or unlawful access, use, disclosure, alteration, or destruction of Covered Data;  Protect against accidental loss or destruction of, or damage to, Covered Data; and  Safeguard information as set forth in any local, state or federal regulations by which Workday may be regulated.

Without limiting the generality of the foregoing, Workday’s security program includes:

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

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

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

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

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

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

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

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

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.127
00465295.0 - Confidential

UNIVERSAL SECURITY EXHIBIT
©2019 Workday 19.5 Page 2 of 2

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

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

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

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

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

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

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.128
00465295.0 – Confidential

UNIVERSAL DATA PROCESSING EXHIBIT
Workday Global Universal Data Processing Exhibit – City of Santa Cruz ©2023 Workday (UDPE Global v23.11) Page 1 of 12
This Universal Data Processing Exhibit is an exhibit to the Agreement between Workday and Customer and sets forth the obligations and rights of the parties regarding the Processing of Personal Data pursuant to such Agreement.

1. Definitions
Unless otherwise defined below, all capitalized terms have the meaning given within the applicable Agreement and/or exhibits thereto.
“Agreement” means the MSA, the Professional Services Agreement, and Order Forms, including any exhibits or attachments applicable to the Covered Service.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., its implementing regulations, and amendments, including the California Privacy Rights Act (“CPRA”) and its implementing regulations. “Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Covered Data” means (i) Customer Data, (ii) Professional Services Data, and (iii) any other electronic data or information submitted by or on behalf of Customer to a Covered Service. “Covered Service” means (i) any Service provided under an Order Form that specifically refers to this DPE, and/or (ii) any Professional Services.
“DPE” means this Universal Data Processing Exhibit including any appendices, or documents incorporated by reference. “Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations, including without limitation the GDPR, and implementations of the GDPR into national law, and CCPA, in each case as may be amended or superseded from time to time.
“Data Subject” means the person to whom the Personal Data or Personal Information relates. “Europe” or “European” means the European Economic Area (“EEA”), the United Kingdom (“UK”), and Switzerland. “GDPR” means either or both the (i) General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), and (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR") as the context may require.
“Personal Data” means any Covered Data that relates to an identified or identifiable natural person. “Personal Data Breach” means (i) a ‘personal data breach’ as defined in the GDPR affecting Personal Data, and (ii) any Security Breach affecting Personal Data.
“Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying.
“Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA. “Professional Services” means the professional or consulting services provided to Customer under a Professional Services Agreement.
“Professional Services Agreement” means any agreement between the parties for the provision of consulting or professional services, including but not limited to the following agreements or terms: the Professional Services Agreement, the Delivery Assurance terms, the Professional Services Addendum, and/or the Consulting and Training Addendum and Amendment.

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.129
00465295.0 – Confidential

UNIVERSAL DATA PROCESSING EXHIBIT
Workday Global Universal Data Processing Exhibit – City of Santa Cruz ©2023 Workday (UDPE Global v23.11) Page 2 of 12
“Professional Services Data” means electronic data or information that is provided to Workday under a Professional Services Agreement for the purpose of being input into a Service, or Covered Data accessed within or extracted from the Customer’s tenant or instance to perform the Professional Services. “Subprocessor” means a Workday Affiliate or third-party entity engaged by Workday or a Workday Affiliate as a Processor under this DPE.
“Subprocessor List” means the subprocessor list identifying the Subprocessors that are authorized to Process Personal Data, accessible through Workday’s website (currently located at https://www.workday.com/enus/legal/subprocessors.html).

2. Processing Personal Data

2.1 Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by Workday to provide the Covered Service. For the purposes of this DPE, Customer is a Controller or a Processor and Workday is a Processor.

2.2 Instructions for Processing. Workday shall Process Personal Data in accordance with Customer’s documented instructions. Customer instructs Workday to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE) and as further specified via Customer’s use of the Covered Service. Workday will comply with additional written instructions issued by Customer if they are consistent with the terms and scope of the Agreement. To the extent Workday Processes Personal Information under the CCPA, the terms of the California Privacy Addendum to this DPE will apply to the Processing of such Personal Information.

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

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

3. Subprocessors

3.1 Use of Subprocessors. Customer hereby agrees and provides a general authorization that Workday and Workday Affiliates may engage Subprocessors. Workday or the relevant Workday Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. Workday shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by Workday.

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

3.3 Subprocessor Objection Right. Customer may object to Workday’s use of a new Subprocessor on reasonable grounds relating to data protection by providing written notice to Workday within fourteen (14) days following Workday’s notification pursuant to Section 3.2 above. Should Workday choose to retain the objected-to Subprocessor, Workday will notify Customer at least fourteen (14) days before authorizing the Subprocessor to Process Personal Data and Customer may terminate the relevant portion(s) of the Covered Service within thirty (30) days. Upon any termination by Customer pursuant to this Section, Workday shall refund Customer any prepaid fees for the terminated portion(s) of the Covered Service that were to be provided after the effective date of termination.

Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.130
00465295.0 – Confidential

UNIVERSAL DATA PROCESSING EXHIBIT
Workday Global Universal Data Processing Exhibit – City of Santa Cruz ©2023 Workday (UDPE Global v23.11) Page 3 of 12

4. Data Subject Rights

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

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

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

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

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

8. Audit
Where Workday has obtained third-party audit reports and certifications for its Covered Services (“Audit Reports and Certifications”), Workday will, at Customer’s request and subject to the confidentiality terms set forth in the MSA, make its most recent Audit Reports and Certifications available to Customer for the applicable Covered Service.

To the extent Customer reasonably determines that the Audit Reports and Certifications are not sufficient to demonstrate compliance or to respond to a regulatory audit, Workday will allow Customer or an independent auditor appointed by Customer to conduct an audit, subject to the following: (a) Customer and Workday will mutually agree upon the scope, timing, duration, and control and evidence requirements; (b) Customer is responsible for all costs and fees related to such audit and will reimburse Workday for any services performed by Workday at Workday’s then-current rates; (c) to the extent the audit is conducted by a third-party audit firm, (i) the third-party audit firm is not a competitor of Workday and (ii) Customer has, prior to such audit, entered into an agreement with such third-party audit firm containing confidentiality terms no less protective than the confidentiality terms set forth in the MSA; and (d) to the extent the audit is conducted by a regulator having jurisdiction over Customer, the regulator is subject to a duty of confidentiality in relation to the findings of that audit (whether arising as a matter of law or by Customer having, prior to such audit, entered into an agreement with the regulator) such duty being no less protective than the confidentiality terms set forth in the MSA.

9. Data Protection Impact Assessments. Workday will, at Customer’s request and subject to the confidentiality terms set forth in the MSA, make its most recent Audit Reports and Certifications available to Customer. To the extent Customer requires additional assistance to meet its obligations under applicable Data Protection Laws to carry out a data protection impact assessment and prior consultation with the competent supervisory authority related to Customer’s use Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

19.131
00465295.0 – Confidential

UNIVERSAL DATA PROCESSING EXHIBIT
Workday Global Universal Data Processing Exhibit – City of Santa Cruz ©2023 Workday (UDPE Global v23.11) Page 4 of 12
of the Covered Service, Workday will, taking into account the nature of Processing and the information available to Workday, provide reasonable assistance to Customer.

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

11. International Transfers of European Personal Data
To the extent Customer’s use of the Covered Services requires a transfer mechanism to lawfully transfer Personal Data from Europe, the terms and safeguards in Addendum A to this DPE will apply.

12. General Provisions

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

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

12.3 Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, if inconsistencies between the provisions of this DPE and the Agreement arise, the provisions of this DPE shall prevail with regard to the parties’ data protection obligations.

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

12.5 Remedies. Customer’s remedies (including those of its Affiliates) with respect to any breach by Workday, its Affiliates and Subprocessors of the applicable terms of this DPE, and the overall aggregate liability of Workday and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement.

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

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ADDENDUM A
International Transfers of European Personal Data

1. Definitions
“Data Privacy Framework” means the EU-U.S., Swiss-U.S., and UK-U.S. Extension to the Data Privacy Framework maintained by the United States Department of Commerce determined to provide an adequate level of protection for Personal Data transfers to certified commercial organizations in the United States under (i) the European Commission’s Adequacy Decision 2023/4745 of 10 July 2023 and (ii) other applicable Data Protection Laws. "Restricted Transfer" means (i) where the EU GDPR applies, a transfer of Personal Data from the EEA to a country or commercial organization outside of the EEA which is not subject to a valid adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to a country or commercial organization outside the UK which is not based on adequacy regulations pursuant to section 17A of the UK Data Protection Act 2018 (“UK DPA”); and (iii) where the Swiss Federal Act on Data Protection of June 19, 1992 (“Swiss FADP”) applies, a transfer of Personal Data from Switzerland to a country or commercial organization outside Switzerland which has not been recognized to provide an adequate level of protection by the Federal Data Protection and Information Commissioner.
“SCCs” means (i) where the EU GDPR applies, the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 ("EU SCCs"); and (ii) where the UK GDPR applies, the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the Information Commissioner under s.119A(1) of the UK DPA (version B1.0 of 21 March 2022) as updated or amended ("UK Addendum").
“Workday BCRs” or “BCRs” means Workday’s Processor Binding Corporate Rules. The Workday BCRs are accessible through Workday’s website (currently located at http://workday.com/legal/bcrs.html).

2. Transfer Mechanisms. To the extent Customer’s use of the Covered Services requires a transfer mechanism to lawfully transfer Personal Data from Europe, the following terms will apply. Where more than one transfer mechanism applies, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence: (i) the Data Privacy Framework, (ii) the Workday BCRs, and (iii) the SCCs.

2.1 Data Privacy Framework. Workday, Inc. is self-certified to and complies with the Data Privacy Framework and will remain certified for the term of the Agreement.

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

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

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Workday Extend Workday Cloud Platform

2.3 Standard Contractual Clauses

2.3.1 Processor-to-Processor SCCs. Where Customer is contracting with Workday Limited, all Restricted Transfers of Personal Data will be governed by SCCs Module 3 implemented between Workday Limited (as “data exporter”) and its Subprocessors (as “data importers”).

2.3.2 Controller-to-Processor SCCs. Where the transfer from Customer to Workday is a Restricted Transfer, the SCCs will apply to such Restricted Transfers between Customer (as “data exporter”) and Workday (as “data importer”) as follows:

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

2.3.2.2 UK Personal Data. In relation to Personal Data protected by the UK GDPR (“UK Personal Data”), the UK Addendum will apply as follows:
i. the EU SCCs, completed as set out in Section 2.3.2.1 of this Addendum A, shall also apply to transfers of UK Personal Data;
ii. the UK Addendum shall be deemed executed (and incorporated into this DPE by this reference) between the transferring Customer and Workday, and the EU SCCs shall be deemed amended as specified by Part 2 (Mandatory Clauses) of the UK Addendum in respect of the transfer of UK Personal Data; iii. Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from within this DPE and the EU SCCs, completed as set out in Section 2.3.2.1 of this Addendum A; iv. the start date of the UK Addendum (as set out in Table 1) shall be the effective date of this DPE; and v. Table 4 of the UK Addendum shall be deemed completed “neither party”.

2.3.2.3 Swiss Personal Data. In relation to Personal Data protected by the Swiss FADP, the EU SCCs will apply amended and adapted as follows:

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

2.3.2.4 The SCCs will be subject to the following clarifications:
i. Workday will allow Customer to conduct audits as described in the SCCs in accordance with Section 8 of this DPE.
ii. Customer authorizes Workday to appoint Subprocessors in accordance with Section 3 of this DPE, and Customer may exercise its right to object to Subprocessors under the SCCs in the manner set out in Section 3.
iii. Workday shall return and delete Customer’s data in accordance with Section 10 of this DPE. iv. Customer agrees that any assistance that Workday provides to Customer under the SCCs shall be provided in accordance with Section 8 of this DPE.
v. Nothing in this Section 2.3.2 of this Addendum A varies or modifies the SCCs nor affects any supervisory authority’s or Data Subject’s rights under the SCCs. If any provision of this DPE contradicts, directly or indirectly, the SCCs, the SCCs shall prevail.

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ADDENDUM B
Description of Processing
A. LIST OF PARTIES
Data exporter
Data exporter: Customer
Contact details: The individuals designated as named contacts by Customer in Customer’s account Relevant activities: Use of Workday’s enterprise cloud applications.

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

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

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

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

Data importer role: Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred

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

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

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

1. Applicants, employees and other workers: Name; contact information (including home and work address; home and work telephone numbers; mobile telephone numbers; web address; instant messenger; home and work email address); marital status; citizenship information; visa information; national and governmental identification information; drivers’ license information; passport information; banking details; military service information; date of birth and birth place; gender; employee identification information; education, language(s) and special competencies; certification information; probation period and employment duration information; job or position title; business title; job type or code; business site; company, supervisory, cost center and region affiliation; work schedule and status (full-time or part-time, regular or temporary); compensation and related information (including pay type and information regarding raises and salary adjustments); payroll information; allowance, bonus, commission and stock plan information; leave of absence information; employment history; work experience Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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information; information on internal project appointments; accomplishment information; sentiments, personal opinions, feedback, training and development information; award information; membership information.

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

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

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

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

Unless otherwise agreed, the transferred Personal Data may comprise special categories of personal data, such as ethnicity, religious beliefs, trade union membership information and health data (employee sick leave, disability information). Taking into consideration the nature of the data and the risk of varying likelihood and severity for the rights and freedoms of natural persons, Workday has implemented the technical and organizational measures as described in the Universal Security Exhibit, including specialized training of staff and system access logs, to ensure an appropriate level of protection for such sensitive data.

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

Nature of the processing
Workday acts as a processor for the Personal Data Customer submits electronically into Workday’s enterprise cloud applications or provides to Workday in connection with the Agreement.

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

2. Storage of Personal Data in secure data centers

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

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

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

C. COMPETENT SUPERVISORY AUTHORITY
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Identify the competent supervisory authority/ies in accordance with Clause 13 The competent supervisory authority is determined in accordance with Clause 13 of the EU SCCs unless required otherwise by Addendum A Sections 2.3.2.2 (UK Personal Data) and 2.3.2.3 (Swiss Personal Data).

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

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ADDENDUM C
Workday California Privacy Addendum
This California Privacy Addendum (“Addendum”) supplements the DPE to which it is attached. Any term not defined in this Addendum shall have the meaning assigned to it, if any, in the DPE or the Agreement. To the extent the Agreement and this Addendum conflict, the terms of this Addendum shall take precedence with respect to Processing of Personal Information under the CCPA.

To the extent Workday Processes Personal Information under the CCPA, as defined above, the following supplemental terms shall apply to such Processing:

1. The terms “Business,” “Business Purpose,” “Consumer,” “Sell,” “Service Provider,” and “Share,” shall have the same meanings as provided for in the CCPA. As used in this Addendum, the term “Personal Information” shall refer to any Personal Data that constitutes Personal Information under the CCPA.

2. Roles of the Parties. Customer, as a Business under the CCPA, is disclosing Personal Information to Workday, and Workday is Processing the disclosed Personal Information solely as a Service Provider.

3. Business Purpose. Workday will Process Personal Information for the purpose of providing the Services described in the Agreement, including in the associated Order Forms.

4. Service Provider Processing Limitations. Workday will not (i) Sell Personal Information, or (ii) retain, use or disclose Personal Information outside the direct business relationship with Customer or for any purpose other than to provide the Covered Services as articulated in the Agreement, including this Addendum, or as permitted by the CCPA

5. No Sale or Sharing. Workday will not Sell or Share Personal Information.

6. No Combining Personal Information. Workday will not combine Personal Information that it receives from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with a consumer, except as otherwise permitted by CCPA.

7. Consumer Requests. Workday will, in a manner consistent with the functionality of the applicable Service and Workday’s role as a Service Provider, provide reasonable support to Customer to enable Customer to respond to Consumer requests to exercise their rights under the CCPA, as set forth in Section 4 of the DPE.

8. Security of Processing. Workday will maintain technical and organizational measures to protect Personal Information as set forth in the DPE and as required by the CCPA.

9. Ongoing Compliance. Workday agrees to comply with all applicable requirements of CCPA pertaining to its role as a Service Provider, including by providing the same level of privacy protection for Personal Information as required under CCPA. Customer shall have the right to take reasonable and appropriate steps to ensure compliance with this Addendum by exercising its rights in the audit provisions of the DPE. Customer shall also have the right to take reasonable and appropriate steps to stop or remediate any unauthorized Processing of Personal Information by Workday, for example by requesting that Workday provide a written statement confirming that applicable Personal Information has been deleted. Workday will notify Customer if it determines that it can no longer meet its obligations under the CCPA.

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Order Form to MSA with City of Santa Cruz
ORDER FORM 00463235.0
Customer Name City of Santa Cruz
Workday Entity
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The later of the dates of the parties’ signatures on the Signature Document Order Term December 13, 2024 through December 12, 2034
WSP Order Term December 13, 2024 through December 12, 2027 Currency USD
Total Subscription Fee 5,396,078
Tenant (or Instance as
applicable) Base Name
Tenant Base Name is used to
generate Workday tenant
URLs.
cityofsantacruz
Subscription Payment Schedule Table
All payments shall be due at the payment due date listed below, but only to the extent that Customer has received a correct and undisputed invoice for such payment Payment # Payment Due Date Payment Amount
1 Due in accordance with the MSA, invoiced upon Order Effective Date
493,683
2 Due on First anniversary of the Order Term start date 493,683 3 Due on Second anniversary of the Order Term start date 493,683 4 Due on Third anniversary of the Order Term start date 493,683 5 Due on Fourth anniversary of the Order Term start date 493,683 6 Due on Fifth anniversary of the Order Term start date 549,770 7 Due on Sixth anniversary of the Order Term start date 560,765 8 Due on Seventh anniversary of the Order Term start date 571,979 9 Due on Eighth anniversary of the Order Term start date 583,412 10 Due on Ninth anniversary of the Order Term start date 595,077 Total Payment Amount 5,329,418
Training Payment Schedule Table
Payment # Payment Due Date Payment Amount
1 Due in accordance with the MSA, invoiced upon Order Effective Date
66,660
Total Payment Amount 66,660
Subscription Fees Table
Subscription
Period
Date Range Subscription Fee
1 December 13, 2024 through December 12, 2025 300,849
2 December 13, 2025 through December 12, 2026 507,807
3 December 13, 2026 through December 12, 2027 581,179
4 December 13, 2027 through December 12, 2028 529,921
5 December 13, 2028 through December 12, 2029 540,521
6 December 13, 2029 through December 12, 2030 551,331
7 December 13, 2030 through December 12, 2031 562,355
8 December 13, 2031 through December 12, 2032 573,603
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9 December 13, 2032 through December 12, 2033 585,074
10 December 13, 2033 through December 12, 2034 596,778
Total Subscription Fee 5,329,418
For the avoidance of doubt, the Payment Schedule Table(s) will be used for invoicing purposes. The Subscription Fees Table provides the Subscription Fees for each applicable Subscription Period. The Subscription Fee for Subscription Period 2 onwards includes a capped Innovation Index of 2.0% (as defined in the Additional Definitions Section below). During the initial Order Term, any increases due to CPI (also defined below) are waived. Customer understands that the Subscription Fees above reflects Customer’s planned phased deployment, and any adjustment to the deployment timeline will not result in changes to the Payment Schedule or Subscription Fees.

Subscription Rights Table
SKU Service Pricing
Metric
Annual Subscription Rights
LDPHCM Core Human Capital Management -
LDP
FSE* Full Enterprise (incl. Former Workers
with Access)
LDPHLP Help - LDP FSE* Full Enterprise
LDPBEN Benefits - LDP FSE* Full Enterprise
LDPUSP** Payroll for United States - LDP FSE* United States-based Employees only LDPLRN Learning - LDP FSE* Full Enterprise
MCNF Media Cloud - No Fee FSE* Full Enterprise
LDPTLO Talent Optimization - LDP FSE* Full Enterprise
LDPFIN Core Financials - LDP FSE* Full Enterprise
LDPGM Grants Management - LDP FSE* Full Enterprise
LDPPLNF Financial Planning - LDP FSE* Full Enterprise
LDPPRA Prism Analytics Enterprise - LDP FSE* Full Enterprise with up to 20 million Published Data Rows at any time for
each Tenant (or Instance as
applicable)
LDPPRJT Projects - LDP FSE* Full Enterprise
LDPTT Time Tracking - LDP FSE* Full Enterprise
LDPAM Absence Management - LDP FSE* Full Enterprise
LDPPRO Procurement - LDP FSE* Full Enterprise
LDPINV Inventory - LDP FSE* Full Enterprise
WSP Workday Success Plan % of Fee WSP - Accelerate
*For Pricing Metric details see the Full-Service Equivalent (“FSE”) Count Table below. **Customer agrees that the number of FSE Workers for all Payroll Services and any Workday payroll connector will always be equal to the total number of FSE Workers for HCM minus Former Workers with Access.

Full-Service Equivalent (“FSE”) Count Table
FSE Population Category Baseline FSE Count
Full Enterprise (incl. Former Workers with Access) 1,017 Full Enterprise 1,002
United States-based employees 1,002
Named Support Contacts Table
Number of Named Support Contacts* 6
*Named Support Contacts are the contacts that may request and receive support services from Workday and must be trained on the Workday product(s) for which they initiate support requests.

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Customer Contact Information
Billing, In Care of
Responsible for payment
processing and will receive
invoicing and billing-related
communications.

Customer Support
Main point of contact for
Workday Support and will
receive initial login credentials.

Subscriptions Contact
Main point of contact for
responding to and fulfilling the
Growth and Expansion
Obligations.

Contact Name Ken Morgan Mike Schmidt Ken Morgan
Street Address
City/Town,
State/Region/Count
y, Zip/Post Code,
Country
Santa Cruz City Hall
809 Center St.

Santa Cruz, California
95060
United States
Santa Cruz City Hall
809 Center St.

Santa Cruz, California
95060
United States
Santa Cruz City Hall
809 Center St.

Santa Cruz, California
95060
United States
Phone/Fax # 831 420 5095 831 420 5003 831 420 5095
Email (required) [email protected]
ov
[email protected]
ov
[email protected]
ov
For customers based in the U.S., certain portions of the Service included in this Order Form can be used with optional downloadable software components (“Downloadable Components”). Any applicable tax for Downloadable Components will be separately presented on the invoice based on a valuation attributed to the Downloadable Components. As of the Order Effective Date, there is no value attributed to any of the Downloadable Components.

This Order Form is subject to and governed by the MSA. In the event of a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the attached Addendums and Exhibits. This Order Form is the Signature Document, which by executing this Order Form, the undersigned agree they are duly authorized signatories and all documents linked and/or attached are entered into between the parties, effective as of the later of the dates beneath the parties’ signatures below. All remittance advice and invoice inquiries shall be directed to [email protected].

THE VALIDITY OF THIS ORDER FORM IS CONDITIONED ON WORKDAY RECEIVING FROM CUSTOMER A SIGNED COPY OF THIS ORDER FORM BY NO LATER THAN 5 PM PST DECEMBER 13, 2024 (“Deadline”). Notwithstanding the foregoing, this Order Form shall be valid if Workday, in its sole discretion, accepts an Order Form received after the Deadline. Workday will notify the Customer in the event Workday does not accept the Order Form.

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Order Form to MSA with City of Santa Cruz

ADDITIONAL ORDER FORM TERMS ADDENDUM

1. General.

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

2. FSE Metric Calculation and Worker Category Definitions.

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

FSE Calculation Table:

Worker Category Total Workers Applicable
Percentage
FSE Count
Full Time Employees 940 100.0% 940
Part-Time Employees 60 25.0% 15
Associates 375 12.5% 47
Former Workers with Access 588 2.5% 15
Total FSE Count: 1,963 1,017
The Service may be used by Customer only for the Worker Categories listed above and as defined below. “Full-Time Employee” is an employee of Customer regularly scheduled for more than twenty hours per week regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer’s internal standard practices. A FullTime Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year.
“Part-Time Employee” is an employee of Customer regularly scheduled for twenty hours per week or less regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer’s internal standard practices. A Part-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year.
"Associate” is an individual not counted as a Full-Time or Part-Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non-employees including, but not limited to, volunteers and vendors whose Active Records are in the Service. “Former Worker with Access” is a former worker that continues to have access to the Service through the Employee Self-Service features. Former Workers with Access are only included in the Subscription Rights for the Human Capital Management Service.

Former Workers with Static Records shall be excluded from the FSE calculation but may continue to be maintained in the Service. “Static Records” are records in the Service for workers with whom Customer has no further relationship and to whom Customer does not provide self-service access. Static Records include former worker records used solely for historical reference. All other worker records are “Active Records”.

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3. Additional Metric Definition(s).

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

LDPPRACU Published Data Rows The total number of additional data rows capable of being reported on in Customer’s LDPPRA data catalog. These data rows are in addition to Customer’s existing Published Data Row entitlements under Customer’s LDPPRA subscription and any other LDPPRACU subscription(s). Published Data Rows are measured separately for each Tenant (or Instance as applicable).

4. Workday Success Plans Additional Terms.

Workday Success Plans is described in and subject to the Workday Success Plans Program Terms site (https://www.workday.com/content/dam/web/en-us/documents/legal/workday-success-plans-accelerateaccelerateplus-plans-program-terms.pdf) and subject to the terms of the Workday Customer Experience Program Addendum (https://www.workday.com/en-us/legal/contract-terms-andconditions/index/exhibits.html), except to the extent such terms contains indemnification provisions or limitation of liability provisions that conflict with the MSA. In the event of a conflict between the terms of this Order Form and the terms of either of the Workday Success Plans Program Terms or the Workday Customer Experience Program Addendum, the terms of this Order Form shall control. The Pricing Metric in the table above for Workday Success Plans is based on the annual Subscription Fees during the Order Term. If Customer purchases additional SKU‘s or Subscription Rights during the WSP Order Term, an additional fee equal to 20.0% of the new Subscription Fees will be added for the Workday Success Plan to the new Order Form. Customer will only have rights to Workday Success Plans during the WSP Order Term. The total Workday Success Plan fees assessed on this Order Form, in the amount of 255,000, represent fees associated with the SKU(s) purchased under this Order Form for the WSP Order Term.

5. Growth and Expansion.

A. Annual Reporting Obligation.

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

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

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FSE Expansion Table
SKU Annual FSE Expansion Rate
All Service SKU(s) with the FSE Pricing Metric in
the Subscription Rights Table unless stated
otherwise within this table
543.66
LDPUSP 50.70
b. Additional Metric Reporting based on highest daily number.

Reporting for the following SKU(s) is based on the highest daily number set forth in the Subscription Rights Table for the 12-month period preceding the Count Date. For avoidance of doubt, Customer understands the reporting for Year 1 is based on the 9 months preceding the Annual Reporting Period.
i. Additional Metric Expansion Table
SKU Additional Metric Increase Annual Expansion Rate for Additional Metric Increase
LDPPRACU Each increment of 10M Additional Published
Data Rows
20,000
B. Growth Event Reporting Obligation.

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

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

C. Workday Success Plans Reporting.

In conjunction with any fees due as a result of the Annual Reporting Obligation or Growth Event Reporting Obligation, an additional fee of 20.0% will be added for Workday Success Plan for any excess Subscription Rights.

6. Renewal.

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

Renewal Table
Renewal Term Years Annual Renewal Subscription Fees
1st year of Renewal Term Base Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI), not to exceed 4%)
2nd year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI), not to exceed 4%)
3rd year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI), not to exceed 4%)
4th year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI), not to exceed 4%))
5th year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI), not to exceed 4%)
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The “Base Subscription Fee” means the Subscription Fee for the final Subscription Period listed in the Subscription Fees Table, minus any fees for Workday Success Plans, if applicable, in the final Subscription Period. If the final Period is a partial year, Base Subscription Fee is the annualized value of the final Annual Period Subscription Fee. The Renewal fees for the Workday Success Plan will be based on the greater of either the minimum fee or 20.0% of the annual Renewal fees, as described in the Annual Renewal Subscription Fees table above. The Expansion Rates for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fees per year in the Renewal Table. Fees for the Renewal Term are due by the first day of each corresponding year of the Renewal Term. Individual payments shall match the Annual Renewal Subscription Fee as defined in the Renewal Table above. If Customer wishes to procure any additional SKUs or Subscription Rights for a Renewal Term that are not included in the Base Subscription Fee, fees for those items will be in addition to the fees anticipated under this section.

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

8. Additional Scope of Use Terms.

Prism Analytics. Customer may import and utilize third party data (including any data services that Workday may make available to Customer) with LDPPRA but only to the extent Customer has independently obtained all necessary rights and licenses to do so and Customer’s use of such data is in compliance with such data provider’s terms of use and applicable Laws. LDPPRA is not provided in a PCI compliant environment so it may not be used for PCI data. Customer may monitor its own usage in LDPPRA and manage Published Data Rows by unpublishing, filtering and republishing, or deleting data, in order to keep its usage of LDPPRA below the Published Data Rows limits set forth above, or Customer may purchase additional Published Data Rows entitlements (set forth in the “Growth and Expansion” section above). Workday reserves the right to monitor the number of Published Data Rows by Tenant (or Instance as applicable) used by Customer. Customer understands that if at any time Customer exceeds the Data Limit then Customer may experience reduced performance of the Tenant (or Instance as applicable). “Data Limit” for each Tenant (or Instance as applicable) is the sum of the Published Data Row entitlement as set forth in the “Subscription Rights Table” above for a particular Tenant (or Instance as applicable) and any additional current Published Data Row entitlements purchased by Customer.

9. Customer Identification
Workday may use Customer's name and logo in lists of customers on its website. Workday may not use Customer’s name or logos without the prior written consent of Customer, in any written press release, advertisements and/or marketing materials.

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

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10. Termination for Convenience
Workday has both provided an overall discount based upon Customer’s commitment for the full Order Form Term and has ramped payments over the lifetime of the Order Form Term to allow Customer to pay a reduced fee for the Service during the period of Service deployment. Workday does not ordinarily agree to termination for convenience given that it has provided discounting and ramping of payment. However, Workday agrees that Customer may terminate the Agreement in its entirety for convenience via notice no later than sixty (60) days prior to the end of a subscription year in exchange for the following Termination Fees, which represent a recoupment of the ramped payments and a partial recoupment of the overall discount for a multi-year term commitment that Customer did not fulfill. The parties agree that the Termination Fees are not a penalty, nor do they represent lost profits. In addition to the Termination Fees shown below, Customer must pay all fees for any full or partial subscription year that occurred prior to the cessation of Customer’s access to the Service, except that if the only access to the Service during a subscription year was for the purpose of data retrieval pursuant to Section 9 of the MSA, Customer shall not pay fees for the subscription year in which data retrieval access occurred.

Termination Fees:

Subscription year in which Termination Notice
Received
Effective Date of
Termination Termination Fee
December 13, 2025 through December 12, 2026 December 13, 2026 $611,971 December 13, 2026 through December 12, 2027 December 13, 2027 $651,486 December 13, 2027 through December 12, 2028 December 13, 2028 $614,500 December 13, 2028 through December 12, 2029 December 13, 2029 $577,515 December 13, 2029 through December 12, 2030 December 13, 2030 $484,443 December 13, 2030 through December 12, 2031 December 13, 2031 $380,375 December 13, 2031 through December 12, 2032 December 13, 2032 $265,094 December 13, 2032 through December 12, 2033 December 13, 2033 $138,379 December 13, 2033 through December 12, 2034 December 13, 2034 $0 Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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

Service Description
Core Human Capital
Management - LDP
Core HCM includes management of the unified worker system of record; organization management; staffing management; basic compensation management; safety incident tracking; business asset tracking; management of business plans. Core HCM supports the organization’s onboarding through new hire tasks; calls attention to the on-boarding process; guides workers through a checklist of actions; and enables communication of relevant corporate and jobrelated information. Core HCM also enables the creation of electronic Form I-9s for U.S. employment verification and the ability to distribute documents to new hires and track acknowledgements or electronic signatures. Core HCM includes Workday Foundation elements such as dashboards, reporting, analytics, Business Process Framework and self-service. Workday HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioning (LDAP/Active Directory).

Help - LDP* Help includes a knowledge base with features to create, maintain and manage organizational content, and a case management system with features to create, route and resolve human resources cases.

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

Payroll for United States - LDP Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for. Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments. Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit.

Learning - LDP Workday Learning supports an organization in training and developing its workforce. This includes the ability to manage, organize and deliver learning content using Media Cloud, and to leverage Workday HCM data to create targeted learning campaigns.

A variety of learning content is supported - including but not limited to video, packaged third-party content, and user-generated content.

Workday Learning also offers the ability to manage certifications and instructor-led course enrollments, and to gather feedback and Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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analytics relating to the learning experience.

Media Cloud - No Fee Workday Media Cloud is a media content management system that consists of Workday's storage, encoding, caching, playback, streaming, and related service components as provided by Workday for customers of the Workday Service. A variety of learning content is supported by Media Cloud, including but not limited to video, packaged third-party content, and user-generated content.

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

Core Financials - LDP Core Financials includes financial management and accounting, banking and settlement management, cash management, customer management, supplier management, financial consolidation and business asset accounting. Core Financials includes Workday Foundation elements such as dashboards, reporting, analytics, Business Process Framework and self-service. Core Financials includes connectors that facilitate integration to select Workday partners that provide capabilities, including customer relationship management, electronic payments, and customer payments via credit card.

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

Financial Planning - LDP Financial Planning provides the ability for Customer to create financial planning models for the purpose of supporting the financial planning process. Workers may interact with the financial planning model for the purposes of data entry, forecasting, reporting, and analysis.

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

Projects - LDP Projects enables organizations to create and manage projects, initiatives, and other types of work. This includes the ability to build project plans and utilize project breakdown structures that include Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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phases, tasks, and milestones as well as plan, staff, and track projects, capital projects, initiatives, and work efforts.

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

Absence Management - LDP Absence Management supports the management of leave of absences and time off. It enables the set up and administration of leave plans; the definition of the impact a leave has on employee compensation, as well as whether employees can request leave types directly. It enables viewing of leave results for a worker or organization; set up and administration of time off plans, and whether time off can be requested directly by the employee. Absence Management enables the viewing of time off plan balances including projections.

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

Inventory - LDP Workday Inventory provides basic functionality for goods procured, stored, consumed and replenished within an organization. Workday Inventory includes the ability to define and place inventory in storage locations, count physical inventory and make necessary adjustments, value items in inventory, assign and manage different units of measure and replenish inventory using automatic re-order points.

Workday Inventory is designed for tracking of internally used goods only and does not support use cases for external distribution (e.g., to customers or distributors).
*This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service(s) if and when available.

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TRAINING ADDENDUM
Customer Name City of Santa Cruz
Training Terms The Training Addendum is subject to the Training Terms located at https://www.workday.com/en-us/legal/contract-terms-andconditions/index.html, which are incorporated herein by reference.

Training Credit Order
Term
18 Months from the Order Effective Date
SKU Training Offering Quantity
TC Training Credits 101
Bulk Training Credit Rates.

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

For reference only, a copy of the Training Terms as they exist as of the Order Form Effective Date are attached hereto. With respect to the Training Terms only, in the event of a conflict between the terms of the MSA, the main body of the Order Form, this Training Addendum, and the Training Terms, the order of precedence is this (i) Training Addendum, (ii) the main body of the Order Form, (iii) the Training Terms, and (iv) the MSA.

Prepaid Training Credits Acquired Rate Per Training Credit 1-10 USD $ 800
11-25 USD $ 760
26-50 USD $ 735
51-75 USD $ 710
76-100 USD $ 685
101-249 USD $ 660
250+ USD $ 620
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WORKDAY LEARNING ADDENDUM

1. Permitted Scope of Use
Customer may use Workday Learning only for the internal business purposes of Customer and its Affiliates for training and developing its internal workforce limited to its Employees or Workers having an Active Record in the HCM Service and that are included in the number of FSE Workers in a current Order Form. Learning includes unlimited storage for Media Cloud Content (defined in the Workday Media Cloud Addendum) for Customer’s learning programs and unlimited bandwidth. All use of Media Cloud, both with Learning and with any other Service applications, is subject to the terms and conditions set forth in the Workday Media Cloud Addendum.

2. Course Content
Workday Learning provides Customer with the opportunity to build and promote to its workforce customized learning programs, lessons, and campaigns created through use of the Workday Learning Service (“Courses”). Courses may include links to or otherwise incorporate Media Cloud Content.

Customer is solely responsible for all content of Courses it creates in Workday Learning, including any related Media Cloud Content (“Course Content”). Customer must obtain and maintain all necessary rights, consents, permissions and licenses to transfer, convert, input or upload Course Content into Workday Learning and to publish, broadcast, and otherwise make any such Course Content available to its users.

Customer is responsible for obtaining all applicable licenses and authorizations for streaming or displaying Course Content to its users in any and all locations from which Customer’s users access the Workday Service. To the extent Customer is not the sole owner of any Course Content, Customer is solely responsible for complying with the content owner’s applicable terms of use and all Laws applicable to use of such Course Content, both from where Course Content is accessed and where Course Content is displayed. Customer grants Workday, its service providers and subcontractors, and its and their Affiliates, all right and licenses to access, publish and use Course Content for the purposes of providing the Learning Service and/or to comply with the Laws or requests of a governmental or regulatory body. v23.5
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WORKDAY MEDIA CLOUD ADDITIONAL TERMS AND CONDITIONS ADDENDUM These Workday Media Cloud Additional Terms and Conditions (the “Media Cloud Terms”), which are subject to and governed by the MSA except as otherwise set forth herein, apply exclusively to Media Cloud and Media Cloud Content. Capitalized terms, unless otherwise defined, have the same meaning as in the primary Service subscription agreement between Workday and Customer (the “MSA”).

1. Provision of Media Cloud. “Media Cloud" consists of Workday’s storage, encoding, caching, playback, streaming, and related service components for Media Cloud Content as provided by Workday for customers of the Service. Media Cloud components are hosted or delivered by third party service providers as described on Workday’s Subprocessor List at https://www.workday.com/enus/legal/subprocessors.html (collectively, “Media Cloud Subprocessors”). Workday may change its Media Cloud Subprocessors or move portions of Media Cloud into a Workday hosted co-location data center. Workday shall provide prior notice of a change to any Media Cloud Subprocessor through its standard customer communication methods (i.e. Workday’s Subprocessor List, Community posts, etc.).

Workday is not required to escrow third-party source code that is used in providing Media Cloud.

2. Media Cloud Content. Media Cloud Content is Confidential Information subject to the MSA. “Media Cloud Content” means:
(1) all video, audio, live stream and packaged e-learning content (such as SCORM, AICC, xAPI, CMI-5 or other formats) (referred to herein as “Packaged Media Content”) either (A) uploaded by or for Customer to Media Cloud through any Service application including Workday Drive, (B) recorded or created by or for Customer within a Service application using any Media Cloud features, or (C) auto-generated by Media Cloud in connection with items (1)(A) or (1)(B); (2) any images, thumbnails, closed-captions, text transcripts, presentation slides, tracking data, annotations, questions, responses, and other metadata related to any Media Cloud Content listed in Section 2, item (1); and
(3) all content retrieved by Media Cloud from a third-party API that is either publicly available or for which Customer has obtained and provided valid credentials to the Service to import such content into Media Cloud.

3. Player for Packaged Media Content. Workday Media Cloud offers an optional “Player for Packaged Media Content”. The Player for Packaged Media Content is not part of the Service and is not covered under Workday’s existing audit reports, security exhibits, data processing terms, or the Workday Customer Audit Program. Workday shall provide support for the Player for Packaged Media Content consistent with Workday’s standard support policy. Customer is licensed to use the Player for Packaged Media Content solely in support of Customer’s use of the Learning Service.

4. Customer Rights and Obligations. Customer shall use Media Cloud only in connection with authorized use of the Service for the benefit of Customer, its Affiliates, and its Authorized Parties covered under a current subscription agreement. Customer shall use Media Cloud only in accordance with these Media Cloud Terms. Customer shall: (1) maintain all licenses, consents, rights, permits, and authorizations necessary for transferring, uploading, publishing, broadcasting, streaming and displaying Media Cloud Content in all locations from which Customer’s or its Affiliate’s users access the Service and for the public use of external sites as referenced above; (2) to the extent Customer is not the sole owner of any Media Cloud Content, comply with the content owner’s applicable terms of use; (3) comply with, and ensure its Affiliates, Authorized Parties, and all of their users comply with, the Media Cloud AUPs; (4) comply with, and ensure its Affiliates, Authorized Parties, and all of their users comply with, all Laws applicable to use of Media Cloud Content, both from where Media Cloud Content is accessed and where Media Cloud Content is displayed; and (5) be responsible for the transfer of personal data or other sensitive data to Media Cloud. Customer acknowledges that Media Cloud is not intended for storage or Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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transmission of sensitive personal data or credit card data. Customer shall not upload or transmit Protected Health Information as defined in 45 C.F.R. §160.103 (“PHI”) in or to Media Cloud. Customer acknowledges that content provided by Workday and third parties, as well as content catalog listing information, is not part of the Service, and Customer shall use such content in accordance with the content provider’s terms of use and privacy policies.

5. Media Cloud AUPs. “Media Cloud AUPs” means Workday’s Learning and Media Cloud AUP, which also incorporates by reference Acceptable Use Policies of each applicable Media Cloud Subprocessor.

The current version of the Media Cloud AUPs can be found at https://community.workday.com/auplearning and is subject to change at the discretion of Workday and each applicable Media Cloud Subprocessor at any time. Workday may suspend Customer’s access to Media Cloud at any time if Workday or a Media Cloud Subprocessor reasonably believes Customer has violated, or intends to violate, the Media Cloud AUPs or these Media Cloud Terms. To the extent practicable, Workday will only suspend Customer’s right to access or use the instances, data (including Media Cloud Content), or portions of Media Cloud that caused the suspension. Any such suspension will not be deemed a breach of the MSA by Workday. Customer shall cooperate with Workday and its Media Cloud Subprocessors in the investigation of any actual or alleged violation of the Media Cloud AUPs.

6. Ownership and Reservation of Rights. As between Workday and Customer, Customer retains all ownership in the Media Cloud Content uploaded to Media Cloud by any Authorized Party of Customer.

Notwithstanding the foregoing, Workday or its suppliers retain all ownership in Media Cloud Content that it makes available for Customer use. Workday is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Customer. Workday and its suppliers retain all ownership in all components of Media Cloud. Customer is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Workday.

7. Security. Workday shall comply with the Workday Universal Security Exhibit at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html to protect Media Cloud Content against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. Media Cloud leverages a third-party Content Delivery Network to deliver Media Cloud Content to Customer end users. Packaged Media Content and other Media Cloud Content will not be considered Customer Data (or equivalent term in the MSA).

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

9. Support. Customer acknowledges that (1) Workday may provide support for Media Cloud from Canada and other Workday support locations, including access to Customer’s Media Cloud Content in connection with such support and (2) to the extent Customer elects to use any third party tool or website to diagnose and troubleshoot any issues with Customer’s Media Cloud Content or use of Media Cloud, even if recommended by Workday, Customer will be solely responsible for Customer’s use of any such third party tool or website.

10. Media Cloud Term and Termination. Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendum is attached, unless earlier terminated as provided herein, these Media Cloud Terms shall commence on the Order Effective Date and continue through the end of the term of the MSA. Unless Customer has a subscription to use the Learning Service, then Customer may terminate these Media Cloud Terms by providing formal written notice in accordance with the notice requirements in the MSA. As of the effective date of termination of these Media Cloud Terms: (1) Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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Customer shall immediately cease accessing and otherwise utilizing Media Cloud; (2) Customer will no longer provide any Media Cloud Content; and (3) Workday will delete all of Customer’s Media Cloud Content in a timely manner. Except for Customer’s right to use Media Cloud, the provisions herein will survive any termination or expiration of these Media Cloud Terms. Customer acknowledges that Media Cloud Terms must be in place for Customer to use certain features of other Service applications, such as Learning.
v23.3
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WORKDAY PLANNING ADDENDUM
This Workday Planning Addendum (“Planning Terms”) supplements and amends the MSA only for the Workday Adaptive Planning SKU(s) listed on this Order Form (“PLNSKU”) and does not amend the terms of the MSA for other SKUs purchased by Customer under an Order Form. Unless otherwise defined, capitalized terms used in these Planning Terms have the same meaning as set forth in the MSA.

1. Documentation. The Documentation for PLNSKU (https://adaptiveplanning.doc.workday.com) applies in lieu of any other Workday Documentation.

2. Support. Support for PLNSKU is provided as set forth in the SLA for Planning (currently located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html). Unless otherwise stated in the Workday Service SKU Descriptions Addendum included in this Order Form, 24x7 Support (formerly “Premier Support”) will apply. The Workday SLA does not apply to PLNSKU.

3. Planning Instances and Administrators.
(a) PLNSKU uses Planning Instances for Customer Data rather than Customer’s Tenant. A “Planning Instance” is a unique instance of the Service with a separate set of Customer Data held in a logically separated database (i.e. a database segregated through password-controlled access) that Customer may link to other Planning Instances. Following Customer retrieval of data, Workday shall, unless legally prohibited, delete all Customer Data by deleting Customer’s Planning Instance consistent with the Tenant deletion terms in the MSA. (b) PLNSKU uses Administrators. “Administrators” mean those Authorized Party users who are designated by Customer to have administrative rights to Customer’s account for the Service, whereby such users will be responsible for administering and controlling access to and use of the Service by other Authorized Parties.

4. Universal Security Exhibit & Universal Data Processing Exhibit. Except as set forth herein, the Universal Security Exhibit and Universal Data Processing Exhibit (currently located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html) shall govern PLNSKU. PLNSKU is a Covered Service under the Universal Security Exhibit and Universal Data Processing Exhibit.

5. Subprocessor List. “Subprocessor List” means the list (currently located at https://www.workday.com/en-us/legal/subprocessors.html) identifying the Subprocessors that are authorized to Process Personal Data for PLNSKU.

6. Audit Report. The audit reports applicable to PLNSKU are the current System and Organization Controls (SOC) 1 Type II and SOC 2 Type II for Workday Adaptive Planning. Additionally, for Workday Adaptive Planning and Consolidations SKUs the current SOC 1 Type II and SOC 2 Type II audit reports for Workday Enterprise Products is also applicable. Workday maintains a security program that conforms to the Security Exhibit and is further described in the SOC reports.

7. Protected Information.
(a) Customer acknowledges that PLNSKU is designed with security and access management for processing non-Protected Information, and Customer agrees that neither Customer (nor its Affiliates or Authorized Parties) shall include Protected Information in its Customer Data.

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(b) “Protected Information” means, to the extent any of the following relates to an identified or identifiable natural person, (i) Protected Health Information as defined in the U.S. Health Insurance Portability and Accountability Act or other health information regulated under Data Protection Laws applicable to Customer; (ii) Cardholder Data, as described in the Payment Card Industry data security standards; or (iii) special categories of personal data regulated under Article 9 of the General Data Protection Regulation.
v24.6
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WORKDAY INNOVATION SERVICES ADDENDUM
This Workday Innovation Services Addendum (these “IS Terms”) is subject to and governed by the MSA and, except as otherwise set forth herein, apply to all Innovation Services (each, an “Innovation Service” and, collectively, “Innovation Services”) offered by Workday. Unless otherwise defined herein, capitalized terms used in these IS Terms have the same meaning as set forth in the MSA. The parties agree that these IS Terms apply exclusively to the use of Innovation Services and IS Data (each as defined below) and do not amend the terms of the MSA. Notwithstanding anything to the contrary in the MSA and solely with respect to the Innovation Services provided hereunder, in the event of a conflict, the provisions of these IS Terms shall take precedence over provisions of the body of the MSA and over any other exhibit or attachment.

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

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

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

4. Workday Obligations. Workday shall not use IS Data except to (i) provide and improve Innovation Services, (ii) generate Results, (iii) prevent or address service or technical problems, Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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and (iv) verify Service Improvements, each in accordance with these IS Terms and the Documentation (as defined in the MSA), or in accordance with Customer’s instructions.

5. Customer Obligations. Customer is responsible for obtaining and verifying it has all authorizations, consents, and rights necessary to utilize Innovation Services and contribute IS Data in accordance with these IS Terms, each Service Description and applicable Law. Customer shall not contribute IS Data that contains Protected Health Information as defined in 45 C.F.R. §160.103 (“PHI”) if such contribution is prohibited under the applicable Service Description.

6. Proprietary Rights and Licenses.

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

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

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

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

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

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

Unless otherwise set forth in a Service Description and excluding Innovation Services that are required for a SKU which Customer has purchased, Workday may terminate any Innovation Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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

11. Miscellaneous. No uncured breach of these IS Terms by either party will give rise to a termination right under the MSA. Workday is not required to escrow third party source code that is used in the Innovation Services. Workday may modify Service Descriptions from time to time provided that Workday does not materially diminish the applicable security and privacy commitments as set forth in these IS Terms. Workday will provide notice of any change to a Service Description through Community and any change will not go into effect until thirty (30) days after such notice.
v23.5
Docusign Envelope ID: 605552BA-ADF0-4132-8F9C-CE08E3A951D6

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Teller Software as a Service Agreement
This is the Teller Software as a Service Agreement (“Agreement”) dated as of December 13, 2024 (the “Effective Date”) between Can/Am Technologies Inc. (“CanAm”) a company incorporated under the laws of Colorado, having its principal place of business at 1819 Denver West Dr, Suite 225, Lakewood, CO 80401 and City of Santa Cruz, California, having its principal place of business at 809 Center St., Santa Cruz, CA 95060 (hereinafter referred as "Client") (each is referred to individually as a “Party” and collectively as the “Parties”).

RECITALS

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

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

AGREEMENT
Client and CanAm agree as follows:

1. DEFINITIONS

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

1.2. Annual Software as a Service Fee – the annual fee payable by Client for the use of Teller software, including Teller support services, including Updates, and SaaS Services provided by CanAm under this Agreement.

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

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

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

1.6. Defect – a program error that will cause Teller to crash, or program algorithms or logic that produce incorrect results. Defects pertain to the intended operation of Teller as delivered to Client, but do not pertain to subsequent errors brought about by Infrastructure changes made by Client or any other ThirdParty without CanAm’s authorization. Defects do not include changing user preferences, report or screen aesthetics, presentation standards, or validity of converted data. With the exception of Interfaces that connect Teller to Third-Party software as set out in a statement of work, defects do not pertain to problems arising from Third-Party Software interfaced to Teller, or to problems arising from Teller Configurations not developed by CanAm.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.25.Statement of Work (SOW) – the implementation Statement of Work is attached to this Agreement as Exhibit C and describes the implementation services, software products, and other deliverables to be provided by CanAm (including its subcontractors if applicable) to Client under this Agreement. Any additional Services requested will also be set out in a SOW as mutually agreed by the Parties in writing.

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

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

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

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

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

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

2. SCOPE OF AGREEMENT

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

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

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

3. TERM OF AGREEMENT

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

4. GRANT OF LICENSE

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

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

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

5. SOFTWARE AS A SERVICE FEE

5.1. Client agrees to pay an Annual Software as a Service Fee as specified in Exhibit A for license rights to Teller and for associated Teller support and Teller SaaS Services. The first year of the Teller Software as a Service Fee is billable on April 1, 2025.

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

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

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

6. SUPPORT SERVICES

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

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

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

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

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

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

Operations at Client site are
impacted.

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

Medium Client Operations not significantly
impacted.

One or more minor Client functions
not working.

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

Low Minor usability irritations.

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

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

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

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

7. CLIENT OBLIGATIONS AND RESPONSIBILITIES
Unless otherwise stated in a SOW attached to and incorporated into this Agreement, the following tasks will be the sole responsibility of Client:

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

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

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

8. PROFESSIONAL SERVICES

8.1. At the request of Client, CanAm may provide any or all of the following professional services:
development of custom Configurations, report development, training, extended warranty, first line Teller support, On Call Support, and any other consulting activity. CanAm professional services may be purchased for an all-inclusive fixed-cost, or on a time-and-materials basis. All time and materials services or changes to the services to be provided pursuant to this Agreement will be approved in advance and in writing signed by both Parties through an amendment to the Agreement pursuant to Section 28 below or in a mutually agreed Statement of Work or other written request signed by both Parties, and invoiced monthly based on the rates specified in Exhibit A. For fixed-cost services, all terms, conditions and costs will be specified in a mutually agreed Statement of Work.

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

9. PAYMENT FOR SERVICES

9.1. Client will pay the fees set out in the Statement of Work, plus all applicable taxes, within 30 days after acceptance of deliverables specified in the Statement of Work, subject to receipt of a correct and undisputed invoice from CanAm.

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

9.3. Client will pay, without set-off or deduction, each correct and undisputed invoice or undisputed portion of an invoice within thirty (30) days from receipt of the invoice. Any disputes will be resolved according to the dispute resolution process set out in Section 17 of this Agreement.

10. SOURCE CODE

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

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

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11. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

CanAm has no obligation to indemnify Client under this Section if any infringement claim is based upon or caused by the following: (i) a use of Teller by Client which was not authorized by CanAm; (ii) design specifications or any data, information, drawings, manuals, script, or like materials provided by Client to CanAm, which has resulted in the infringement action; and/or (iii) the unapproved combination, operation or use of Teller by Client with any other Third Party product not provided by or approved by CanAm in writing, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question. CanAm provides no warranty whatsoever for any Third Party software or hardware products.

In the event of an infringement claim for which Client is or may be entitled to indemnification hereunder, CanAm will assume the defense at CanAm’s sole expense. CanAm will consult with Client regarding any settlement of any Third Party Claim but shall not be required to receive Client’s consent to settle any such claim, provided that no settlement shall require Client to admit any wrongdoing without Client’s consent.

Notwithstanding the foregoing, Client is entitled to be represented in any such action, suit, or proceeding at its own expense and by counsel of its choice.

11.5. The Services provided herein will be performed (i) in material accordance with this Agreement, (ii) in a timely, workmanlike manner, and (iii) in accordance with industry best practices for Services of this kind.

CanAm agrees that Teller and any Services provided herein comply with all applicable laws and regulations. CanAm shall, at its sole costs, promptly furnish Updates to Teller which are necessary for compliance with any change in laws or regulation during the Term of this Agreement. CanAm shall not modify or change Teller to reflect a material diminution in the form, features, or functionality of Teller from that existing as of the Effective Date of this Agreement, and accordingly, CanAm shall not change the form, features, or functionality of Teller in any material adverse manner from that originally licensed under this Agreement, except upon written notice to Client.

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

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

INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABLE

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

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

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

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

GREATER WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY Docusign Envelope ID: 706E6E07-0BDD-4D33-96AC-A959EECEE61C

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

12. OWNERSHIP OF SOFTWARE AND DATA

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

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

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

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

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

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

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

13. CONFIDENTIAL AND PROPRIETARY INFORMATION

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

13.2. As used in this Agreement, the term “confidential or proprietary information” (“Confidential Information”) means all trade secrets or proprietary information/materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly to a Party in connection with this Agreement, through any means of communication, even if it has not been designated in writing as “Confidential”, All software code in source of object format will be deemed to be proprietary information regardless of whether it is marked as such. Information which is orally or visually disclosed by one Party to the other, or is disclosed in writing without any letter, proprietary stamp or legend, will constitute proprietary information of the releasing Party if:
a) it would be apparent to a reasonable person, familiar with the business of the releasing Party and the industry in which it operates, that such information is of a confidential or proprietary nature; or b) The releasing Party, within thirty (30) calendar days after such disclosure, delivers to the receiving Party a written document describing such information and referencing the place and date of such Docusign Envelope ID: 706E6E07-0BDD-4D33-96AC-A959EECEE61C

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oral, visual, or written disclosure, and the names of receiving Party personnel to whom such disclosure was made.

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

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

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

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

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

14. LIMITATIONS OF LIABILITY AND INDEMNITY

14.1.CANAM’S MAXIMUM TOTAL LIABILITY FOR ANY THIRD PARTY ACTION, CLAIM, LOSS OR

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

CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, CLAIM,

LOSS OR DAMAGE, BE IT CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE AN

AWARD FOR DIRECT PROVABLE DAMAGES THAT IN NO EVENT EXCEED THE AGGREGATE

OF THE AMOUNTS PAYABLE TO CANAM UNDER THE TERM OF THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION ON LIABILITY SHALL NOT APPLY TO CANAM’S INDEMNITY OBLIGATIONS HEREUNDER INCLUDING IN SECTION 14.3, OR CANAM’S FRAUD, NEGLIGENCE, OR WILLFUL MISCONDUCT.

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14.2.EXCEPT FOR ANY DAMAGES CAUSED BY CANAM’S FRAUD, WILLFUL MISCONDUCT, OR

VIOLATION OF LAW (WHETHER NEGLIGENT OR WILLFUL), CLIENT SPECIFICALLY

ACKNOWLEDGES AND CONFIRMS THAT UNDER NO CIRCUMSTANCES WHATSOEVER

WILL CANAM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR

CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND, OR ANY LOSS RESULTING FROM

BUSINESS DISRUPTION ARISING FROM THE USE OF TELLER, OR FROM ANY SERVICES

COVERED UNDER THE TERMS OF THIS AGREEMENT, REGARDLESS OF THE FORM OF

ACTION, WHETHER IN CONTRACT, TORT , STRICT PRODUCT LIABILITY OR OTHERWISE,

EVEN IN THE EVENT THAT CANAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3.Subject to Section 14.1 and 14.2, CanAm will indemnify, defend, and hold harmless Client and its affiliates, officers, employees and agents from and against any and all liabilities, demands, claims, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to: (i) any claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property Rights in any way related to this Agreement or to Client’s authorized use of Teller; and (ii) any Third Party claim caused by or resulting from the intentional misconduct or negligence of CanAm or any of its employees, agents or subcontractors in performing the Services or in any way related to this Agreement.

15. TERMINATION AND DEFAULT CONDITIONS

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

15.2.Client may terminate this Agreement for any reason, including but not limited to: CanAm materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, CanAm becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of CanAm.

If any of the above conditions are encountered, Client will provide written notice to CanAm and provide 30 calendar days for CanAm to remedy the default. If the default is not rectified within 30 calendar days, Client will have cause to terminate this Agreement.

15.3.In the event that, during the Term of this Agreement, funds are not appropriated for the payment of Client’s obligations hereunder, Client may terminate this Agreement with thirty (30) days advance written notice, effective on the last day for which an appropriation has been made.

15.4.Termination of this Agreement will not affect the provisions of this Agreement relating to the payment of amounts due under Section 5 for Services authorized by and accepted by Client, up to and including the effective date of termination; Software as a Service License Fees, Section 14; Limitation of Liability and Indemnity, Section 13; Confidentiality; or any other obligations of the Parties which by their nature are intended to survive termination of this Agreement.

15.5. Upon notice of termination by either Party, CanAm will immediately act to not incur any additional obligations, costs, or expenses, except as may be reasonably necessary to terminate its activities hereunder..

16. RIGHTS AND OBLIGATIONS

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

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

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

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

17. DISPUTES

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

17.2.In the event of any dispute arising between CanAm and Client with respect to their rights and obligations under this Agreement, the Party feeling itself aggrieved will notify the other Party of the substance in writing of such grievance. Both Parties agree to work in good faith and make all reasonable efforts to resolve the dispute, including, if necessary, escalating the dispute to:
• First level: the Project Manager of CanAm and the Project Manager for Client; and • Second level: the President/CEO of CanAm and the Chief Executive for Client.

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

18. RELATIONSHIP OF THE PARTIES

18.1.Each of the Parties, including each of the Party’s respective employees, agents, or subcontractors, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the other Party for any purpose. Nothing herein shall be construed to place the Parties in a relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever.

19. WAIVER

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

20. ASSIGNMENT AND SUCCESSION

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

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21. NON SOLICITATION

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

22. FORCE MAJEURE

22.1. Neither Party shall be under liability to each other by reason of non-performance or delay in performance of any obligation hereunder caused by Force Majeure, to the extent that non-performance or delay is attributable to such Force Majeure and only for the duration of the Force Majeure and the effect upon its ability to perform its obligation hereunder. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

23. SEVERENCE

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

24. INSURANCE

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

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

25. CURRENCY

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

26. GOVERNING LAW

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

27. COUNTERPARTS

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

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28. AMENDMENTS

28.1 This Agreement may not be amended in any respect except by way of a written instrument which expressly referenes and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by CanAm and the Client.

29. ENTIRE AGREEMENT

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

30. WARRANTY OF AUTHORITY

30.1 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors, and assigns to comply with the provisions of this Agreement.

Can/Am Technologies, Inc. City of Santa Cruz
________________________________ _____________________________ Signature Signature
Joshua Langemann _____________________________
Name Name
President and CEO _____________________________
Title Title
_________________________________ _____________________________ Date Date
__________________________________ Approved as to form:

Signature
By: _____________________________
Dale Johnson
Name Stephanie Y. Hall, Office of the City Attorney
Secretary ________________________________
Title Date
__________________________________
Date
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Exhibit A
Licensed Teller Interfaces and Users
License Description Quantity Monthly Base
Amount
Teller Standard License Teller Standard License Package:
• Production instance of Teller
• Test instance of Teller
• 5 Named User Licenses
• Credit Processing Interface
• Unlimited read-only users
• Hosting and Support Services
1 $3,092
Additional Named Users @
$41.71/month/user. Future
users at standard price of
$50/mo./user (if total users
exceed 50)
Named User Licenses (total: 122 user licenses) 117 $4,880 Business System Interfaces
at $298/month/interface
Workday A/R, Sprypoint, EPL, AIMS 4 $1,192
End of Day Payment Import
Interfaces @ $179/interface
Pay2Park, Park Mobile, HDL Prime, RecTrack,
Tibia, WasteWorks, AudienceView, Parking Pay
By Sapce, EPL Online, AIMS Online
10 $1,790
Image Cash Letter License /
Check Recognition License
Includes up to 150,000 annual scans and ICL to
Wells Fargo
1 $2,359
Revenue Submission Up to 12 departments 1 $596
Teller Online Online portal for citizen payment through Teller for up to 50,000 payments per year. For
Workday Accounts Receivable only.
1 $923
Monthly Total Pricing based on annual payment $14,832
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Annual Software as a Service Fees*
License and all other fees are in US dollars and exclude any applicable taxes.

Time Period Fee
Year 1 $177,984
Year 2 $177,984
Year 3 $177,984
Year 4 $177,984
Year 5 $177,984
Professional Services*
All rates are in US dollars and exclude any applicable taxes.

Service Rate
Professional Services Hours $220/hr
Additional licenses and/or users may be added throughout the Term of this Agreement. The price for each added license and/or user will be pro-rated to the annual renewal date, itemized accordingly in an invoice, and henceforth included in the annual invoice. *Per RFP requirements no increases have been proposed for 5 years. After year five, Annual Fees will be subject to an annual increase equal to 4% annually. After year one, the Professional Services Hourly rate will be subject to an annual increase of 4% annually.

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Exhibit B
SaaS Service Level Agreement

1. OWNERSHIP OF DATA

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

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

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

2. OVERVIEW OF SAAS SERVICES

2.1. CanAm is committed to providing secure, reliable and dedicated SaaS Services to Client, as defined in Section 2.4. For maximum protection and value to Client, CanAm will contract with Amazon AWS for provision of a hosting facility in the United States.

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

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

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

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

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

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

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

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

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

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

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

3. AVAILABILITY COMMITMENT, ISSUE TRACKING, AND REMEDIES

3.1. While the SaaS Services Site availability will generally be expected to be 24 x 7 (except for scheduled or critical outages), the commitment of CanAm is to provide SaaS Services hosting site availability during CanAm business hours (6:00 am – 6:00 pm Monday through Friday Mountain Time, excluding published CanAm holidays) for 99.9% uptime or better in a calendar month. Credits may be claimed only against Docusign Envelope ID: 706E6E07-0BDD-4D33-96AC-A959EECEE61C

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loss of SaaS Services during CanAm business hours. CanAm agrees that outages shall be scheduled only during non-peak usage hours, to the extent reasonably feasible.

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

SaaS Services Site Availability Credit Percentage (of monthly fee)

99.9% to 100% 0%

98.0% to 99.8% 2.5%

97.0% to 97.9% 5%

95.0% to 96.9% 7.5%

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

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

3.4. The total amount credited to Client for any given month under this SaaS Services SLA will not exceed the total Annual Software as a Service Fee paid by Client for such month for the affected service. Except in cases of negligence or willful misconduct, or as otherwise provided in the Agreement, Client specifically acknowledges and confirms that under no circumstances whatsoever will CanAm be liable for any incidental, indirect, exemplary, special or consequential damages of any nature or kind, or any loss resulting from business disruption arising from any services covered under the terms of this Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even in the event that CanAm has been advised of the possibility of such damages.

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

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• Client’s Sole Negligent Acts or Omissions – including the sole negligent acts or omissions of others engaged or authorized by Client, including, without limitation, any negligence, willful misconduct, or use of the SaaS Services in breach of the terms and conditions of this SaaS Services SLA. • Emergency Outage - Unavailability of SaaS due to Can/Am or hosting provider response to critical security vulnerability (such as a “Zero Day Vulnerability”) or suspected breach • Force Majeure
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Exhibit C: Statement of Work
City of Santa Cruz, CA
Teller Implementation Project
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Overview
This Statement of Work (“SOW”) is issued pursuant to the Teller Software as a Service agreement (the “Agreement”) between the City of Santa Cruz, CA (“Client” or “City”) and Can/Am Technologies, Inc (“CanAm”). The SOW describes the scope and pricing of services and hardware for the Teller implementation project.

This Project has a fixed-price cost of $238,000 for professional services, not including travel costs and optional items which are itemized in this document. SaaS Licensing costs are specified in Exhibit A to the Teller SaaS Agreement. Professional Services costs are fixed costs and payable as per the Payment Milestones section in this document.

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

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

Mailing Address:
1819 Denver West Dr, Suite 225
Lakewood, CO 80401
Telephone:
1-844-583-5537 – toll-free
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Scope of Work
The implementation project includes project planning, project management and project administration services to execute the Project successfully within the stated timelines and budget. The scope includes the project kickoff, Teller setup/configuration, development/testing of all integrations, standard reporting (Report Viewer - Teller 7.9 Documentation - Confluence), training, and UAT/Go-live support.

The stated Target Month will be determined by CanAm and the Client and may be adjusted once an approved project timeline is completed.

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

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

CanAm has
completed
workshops and
shared the resulting
initial decision
documentation.
2 Interface
Workshops
2 days of onsite or remote interface analysis,
including:
• Workday A/R (Bi-Directional)
• Workday Financials
• SpryPoint Utility Billing (BiDirectional)
• EPL (Bi-Directional)
• AIMS (Bi-Directional)
• Pay2Park Payment Import
• ParkMobile Payment Import
• HdL Prime Payment Import
• RecTrack Payment Import
• Tiba Payment Import
CanAm has
completed
workshops and
shared the initial
resulting decisions
and interface
requirements.

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• WasteWorks Payment Import
• AudienceView Payment Import
• Parking Pay By Space Payment
Import
• EPL Online Payments Import
• AIMS Online Payments Import
• Wells Fargo ICL
• TBD Credit Integration
2 Interface
Requirements
(1/3)
Interface specifications for all third-party
interfaces including:
• Workday A/R (Bi-Directional)
• Workday Financials
• Pay2Park Payment Import
• ParkMobile Payment Import
• HdL Prime Payment Import
• RecTrack Payment Import
•
CanAm has delivered
finalized Interface
Requirements
documents based on
information gathered
with Client on each
interface.
3 Interface
Requirements
(2/3)
Interface specifications for all third-party
interfaces including:
• EPL (Bi-Directional)
• AIMS (Bi-Directional)
• Tiba Payment Import
• WasteWorks Payment Import
• AudienceView Payment Import
• Parking Pay By Space Payment
Import
CanAm has delivered
finalized Interface
Requirements
documents based on
information gathered
with Client on each
interface.
4 Interface
Requirements
(3/3)
Interface specifications for all third-party
interfaces including:
• SpryPoint Utility Billing (BiDirectional)
• EPL Online Payments Import
• AIMS Online Payments Import
• Wells Fargo ICL
• TBD Credit Integration
CanAm has delivered
finalized Interface
Requirements
documents based on
information gathered
with Client on each
interface.
5 Teller
Configuration
Completion of initial Teller Configuration and
Setup for baseline Department based on
Workshops.

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

CanAm has
performed initial
Revenue Submission
configuration
available to Client in
Test environment.
6 Interface
Configuration
(1/4)
Configuration of Teller interfaces to:
• Workday A/R (Bi-Directional)
• Workday Financials
• Pay2Park Payment Import
• Parking Pay By Space Payment
Import
•
CanAm has
demonstrated
working integrations
in Client Test
environment.
6 Interface
Development
Development of Teller interfaces to:
• SpryPoint Utility Billing (BiDirectional)
CanAm has
demonstrated
working integrations
in Client Test
environment.
7 Interface
Configuration
(2/4)
Configuration of Teller interfaces to:
• EPL (Bi-Directional)
• TBD Credit Integration
• ParkMobile Payment Import
• WasteWorks Payment Import
•
CanAm has
demonstrated
working integrations
in Client Test
environment.
8 Interface
Configuration
(3/4)
Configuration of Teller interfaces to:
• AIMS (Bi-Directional)
• Wells Fargo ICL
• AudienceView Payment Import
• Tiba Payment Import
•
CanAm has
demonstrated
working integrations
in Client Test
environment.
9 Interface
Configuration(4/4)
Configuration of Teller interfaces to:
• RecTrack Payment Import
• HdL Prime Payment Import
• EPL Online Payments Import
• AIMS Online Payments Import
CanAm has
demonstrated
working integrations
in Client Test
environment.
9 Teller Online
Configuration
Completion of initial Teller Online
configuration, supporting simple search-andpay capability (not redirect) for:

CanAm has
performed initial
online configuration
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• Workday A/R available to Client in
Test environment.
10 System
Integration
Testing
System Integration Testing with Client
systems and all interfaces and configuration in
place.

CanAm has
demonstrated all
integrations in Client
Test environment.
11 Training Delivery of final configuration for 8
Departments. Training manual preparation
and 2-days of onsite or remote delivery of
setup and training sessions:

1. Teller Usage training (Train the
Trainer)

2. Teller Administrator training (Train
the Trainer)

3. Revenue Submission Training (Train
the Trainer)

4. Teller Online Administration Training
Training sessions
completed including
remedial sessions as
needed. CanAm will
provide training
materials based on
Client configuration.
11 UAT Remote support for Client’s User Acceptance
Testing.

Client-led End-User Training.

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

Provide 2 days of onsite or remote go-live
support by a Teller technician.
4-week (or successful bank reconciliation)
Post-Go Live Hyper-Care Support by
Implementation team or until any critical or
high priority issues remain unresolved.

Transition to Teller Client Care for ongoing
support.

Teller is utilized in
Production by Client
for four weeks or
successful bank
reconciliation
(whichever occurs
first) with all inscope functions
operational and any
High or Critical
priority issues
resolved in
Production to
Client’s satisfaction.

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

Estimated at 12
months. CanAm will
provide monthly
project status
documents to the
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Client’s project
manager.

Scope Diagram
Estimated Travel Costs
Item Description Estimated Total
Travel (4 trips) Actual costs billed monthly as incurred in each month $16,025 Docusign Envelope ID: 706E6E07-0BDD-4D33-96AC-A959EECEE61C

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Payment Milestones
Month Planned Activities Notes Amount
A.1 Contract Execution $0
A.2 Project Pre-Planning Deliverable $59,500
1 On-site Kickoff Meeting, Teller
Analysis Workshops
Deliverable $7,300
1 Project Management PM, Status Meetings, Team
Engagement
$5,500
2 Interface Workshops, Interface
Requirements (1/3)
Deliverable $7,300
2 Project Management PM, Status Meetings, Team
Engagement
$5,500
3 Interface Requirements (2/3) Deliverable $7,300
3 Project Management PM, Status Meetings, Team
Engagement
$5,500
4 Interface Requirements (3/3) Deliverable $7,300
4 Project Management PM, Status Meetings, Team
Engagement
$5,500
5 Revenue Submission, Teller
Configuration
Deliverable $7,300
5 Project Management PM, Status Meetings, Team
Engagement
$5,500
6 Interface Development, Interface
Configuration (1/4)
Deliverable $7,300
6 Project Management PM, Status Meetings, Team
Engagement
$5,500
7 Interface Configuration (2/4) Deliverable $7,300
7 Project Management PM, Status Meetings, Team
Engagement
$5,500
8 Interface Configuration (3/4) Deliverable $7,300
8 Project Management PM, Status Meetings, Team
Engagement
$5,500
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9 Teller Online Configuration,
Interface Configuration (4/4)
Deliverable $7,300
9 Project Management PM, Status Meetings, Team
Engagement
$5,500
10 System Integration Testing Deliverable $7,300
10 Project Management PM, Status Meetings, Team
Engagement
$5,500
11 Training, User Acceptance Testing Deliverable $7,300 11 Project Management PM, Status Meetings, Team
Engagement
$5,500
12 Go Live Deliverable $8,400
12 Project Management PM, Status Meetings, Team
Engagement
$5,500
12 Final Acceptance (10% holdback) Deliverable $23,800
Contingency Fund* $47,600.00
$285,600
Pricing Terms
Contingency Clause

1. Contingency Fund
• A contingency fund will be held by the Client under this Agreement in the amount of 20% of the total contract value ("Contingency Fund"). The purpose of the Contingency Fund is to cover unforeseen costs, issues, or changes that may arise during the performance of the services outlined in this Agreement, including, but not limited to, changes in scope, technical challenges, and unforeseen additional costs beyond CanAm’s reasonable control as set forth below

2. Use of the Contingency Fund
• The Contingency Fund is eligible for use by CanAm only for the following purposes:
• Unforeseen Costs: For additional costs arising from unforeseen issues that are beyond CanAm’s control and not due to CanAm’s gross negligence that could not have been anticipated at the time this Agreement was executed.
• Scope Changes: For additional work or modifications to the scope of services that have been formally approved by the Client through a written change order or amendment to this Agreement.

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• Technical Challenges: To address technical difficulties or issues that arise in the course of delivering services, which require additional effort or resources. • Use of the Contingency Fund requires prior written approval from the Client. CanAm must submit a request for release of contingency funds, including a detailed justification and documentation supporting the need for additional funds. The Client will review and approve or deny the request based on its assessment of necessity, reasonableness, and the availability of funds.

3. Administration and Approval
• Request Process: CanAm shall submit a formal written request to the Client for any use of the Contingency Fund, specifying the amount requested, the nature of the unforeseen issue or required scope change, or technical challenge, and the impact on the overall project. • Client Approval: The Client shall approve or deny CanAm’s request for contingency funds at the Client’s sole discretion within 30 days from the date of receipt of CanAm's request. The Client’s decision shall be final, and CanAm shall not proceed with using any contingency funds without such approval.

4. Reporting and Documentation
• CanAm shall maintain accurate and complete records of all expenditures from the Contingency Fund, including amounts requested and approved.

Notes:
• Invoices will be sent once a month for PM services and the portion of the project attributable to the month per the deliverables below. Hardware will be billed on separate invoices. • Planned activities A1, A2 and Milestone 1 will be billed together on the earlier of April 1, 2025 or when Milestone 1 has been achieved.
• All quoted pricing is in US dollars and exclusive of any applicable taxes. • Client will pay 30 days after receipt of a correct and undisputed invoice from CanAm.

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Hardware Options
Current equipment prices are provided based on current rates, and subject to change due to changing hardware costs. CanAm provides equipment sourcing as an option, and equipment can be sourced separately, as long as it is validated as working with the Teller software.

Item Model Unit Price Quantity Total
Receipt Printer Epson TM-M30/USB/Thermal
Printer
$312 5 $1,560
Check Scanner Digital Check CheXpress CX30 $454 5 $2,270 Bulk Check
Scanner
Digital Check TS240 $888 1 $888
Cash Drawer APG Series 4000 Electronic Cash
Drawer with Multi-Pro interface
cable
$328 5 $1,640
Credit/Debit
Device
Ingenico Lane 5000 USB
credit/debit PINPad with cables
$768 5 $3,840
Total
Equipment
21 $10,198
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Assumptions
• All deliverables are provided on a Fixed Price basis. • No data conversion of cashiering data is anticipated in this project or included in the scope. • Usage training is on a “train the trainer” basis, designed to enable the Client’s key users to train existing and future staff on Teller. It is assumed that Can/Am will provide one set of training with key Client staff and trainers, who will perform end-user training for each area. • Statement of Work is based on the assumption of a single Teller implementation cycle. • Configuration milestones assume CanAm will implement/assist in implementation of eight departments. Any additional departments will be configured by Client or will be additions to scope.
• Bi-Directional interfaces scoped within Interface Configuration Activities assume the functionality of pre-existing Teller integration capabilities with the specified systems/solutions.

Any new functionality requests/requirements will be evaluated and may constitute additions to scope.
• Bi-Directional interfaces with Workday AR, EPL, AIMS, and SpryPoint are assumed to use realtime communication from Teller through to the systems of record. • Online Payment and Credit Processing functionality assumes that Client will contract with a single Teller-integrated credit/e-pay provider for electronic payment processing and online bill payment.
• Image Cash Letter integration is based on an interface to Wells Fargo Bank and assumes that the Bank will cooperate in testing and approval for ICL submission from Client’s Teller system. • The CanAm Project Manager will coordinate the project with the Client, in conjunction with the BerryDunn project team implementing the Workday solution.

The travel and accommodation costs necessary to deliver the scope of this effort described in this document are estimated and will be billed based on actual travel costs per the Can/Am Travel Policy attached hereto as Exhibit 1. Public health concerns may require a combination of remote and on-site implementation.

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

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

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

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

CanAm will support Client in this process.

Within 3 weeks of start of testing, Client will deliver to CanAm a list of all issues the High or Critical of which must be resolved prior to go live, if any. Once the issues have been resolved, Client will test and either approve for Go Live or provide an additional list of items to resolve. This process will be documented with an Issues Log to enable tracking of issues and approval of results.

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

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

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Warranty

1. CanAm represents and warrants that:
a. it will perform the Services in a timely and professional manner and in material accordance with this Agreement and industry best practices for services of this kind.

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

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

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

4. To the best of CanAm’s knowledge as of the Effective Date of this Agreement, Client’s use of the services provided herein will not infringe on the intellectual property rights of any third party.

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Exhibit 1
Travel and Per Diem Policy
Can/Am strives to provide employees with cost-effective but productive travel arrangements and reimbursement. Food and Incidental expenses are reimbursed using a daily Per Diem rate which is based on (and not greater than) the GSA published rate.

Can/Am values the effectiveness of video conferencing and has invested in videoconference services and equipment in all of our offices. Where possible, status meetings and short strategic discussions involving key resources are performed over videoconference with clients instead of on site.

Guidelines for Hotel and Rental Car Booking
• Prefer 3-star hotels
• Prefer hotels that are close to client site, enabling staff to walk or take a short ride-share ride to the client site
• Compare car rental cost against ride-share cost and choose the option that best balances costeffectiveness with employee productivity Guidelines for Flight Booking
• Prefer booking at least 2 weeks in advance of travel
• Assess cost-effectiveness of flight options, including checked baggage charges and time in transit, when determining flight options
• Book employees in seats with adequate room to enable productive work in flight. Depending on the airline, these may be:

Any Economy Seat
Comfort +
Economy +
Guidelines for Travel Time
Employee travel time will be billed based on travel to client site. Travel back from client site will not be billed.

The duration of Employee travel time for a given trip will start 2 hours prior to scheduled departure of first flight and end 2 hours from arrival of final flight.

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Mileage Reimbursement
• An employee mileage reimbursement will be provided based on standard routes from employee home to airport (if driving to airport from home), or closest Can/Am office to airport (if not driving from home).
• Mileage rates will be based on the published GSA rate for US-based employees, and based on the Canada Revenue Agency published rate for Canada-based employees.

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EXHIBIT D - INSURANCE
COMMERCIAL GENERAL LIABILITY (CGL):
$1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE
Proof of coverage for $1 Million per occurrence including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL. If a general aggregate limit applies, either the general aggregate limit will apply separately to this project/location.
• AUTOMOBILE LIABILITY:

Proof of coverage for $1,000,000 provided on ISO Form Number CA 00 01 covering any non-owned autos (Code 9), per accident for bodily injury and property damage. • WORKERS’ COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND EMPLOYER’S LIABILITY INSURANCE:
$1,000,000 per accident for bodily injury or disease.

The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the Client for all work performed by the CanAm and its employees.

FOR DATA SECURITY AND PRIVACY LIABILITY
CanAm shall maintain one or more insurance policies -
Privacy, Technology and Data Security Liability, Cyber Liability, or Technology Professional Liability Insurance coverage in the amount of $5,000,000 per occurrence or claim, $5,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by CanAm in this contract.

1. The policy(ies) shall include coverage for claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information.

2. The policy(ies) shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

3. The policy(ies) shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Client in the care, custody, or control of the CanAm.

OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
• ADDITIONAL INSURED STATUS
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The Client, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of CanAm including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage will be provided in the form of an endorsement to CanAm’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10 CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used). • PRIMARY COVERAGE
For any claims related to this Agreement, CanAm’s insurance coverage will be primary insurance as respects the Client, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Client, its officers, officials, employees, agents, or volunteers will be excess of CanAm’s insurance and will not contribute with it.
• NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the Client.
• WAIVER OF SUBROGATION
CanAm hereby grants to the Client a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said CanAm may acquire against the Client by virtue of the payment of any loss, including attorney’s fees under such insurance. CanAm agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the Client has received a waiver of subrogation endorsement from the insurer.
• ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the Client.
• CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CanAm must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. • VERIFICATION OF COVERAGE
CanAm will furnish the Client with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL Policy listing all policy endorsements to be approved by the Client before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the CanAm’s obligation to provide them. The Client reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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Verson:06072024 Master Subscription Agreement Page 1 of 12 Master Subscription Agreement
This Master Subscription Agreement is by and between SpryPoint Services, Inc. (“SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and the City of Santa Cruz (“Client”) with offices at 809 Center Street, Santa Cruz, CA, 95060 (each a “Party or collectively “Parties”) and shall come into effect on the date signed by the Parties (“Effective Date”).

Whereas SpryPoint provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the Parties therefore agree as follows.

The exhibits and schedules attached hereto are an integral part of this Agreement and are deemed incorporated by reference herein.

SpryPoint agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows:

1. Master Subscription Agreement

2. Exhibit A – Statement of Work

3. Exhibit B – Pricing Schedule

4. Exhibit C – Service Level Objectives

5. Exhibit D – Insurance Requirements

6. Exhibit E – Data Processing
DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement.
“Agreement” means this Master Subscription Agreement, including any exhibits or attachments hereto or any other document explicitly incorporated herein. “Confidential Information” refers to the following types of material or content one Party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any non-public information Discloser marks or designates as “Confidential” at the time of disclosure; and (b) any other nonpublic, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be understood by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure. Confidential Information does not include information that: (i) is lawfully in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s or any other person’s or entity’s improper or illegal action or inaction; or (iv) is obtained by the Recipient from a third Party who had the legal right to disclose such information.
“Client Data” means information that is comprised of data obtained from, used in, stored or generated by the Client as the result of the use of the Service.

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Verson:06072024 Master Subscription Agreement Page 2 of 12 “Client Input” means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees, or any other person or entity acting at the Client’s direction, relating to the operation or functionality of the Service. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto. “Malicious Code” means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents, or programs.
“Messaging Service” means the messaging capabilities provided with the Service. “Service” means the SpryPoint applications as identified in the Pricing Schedule, attached hereto as Exhibit B and incorporated herein, and further described in the Statement of Work, attached hereto as Exhibit A and incorporated herein, and SpryPoint Documentation. “SpryPoint Documentation” means the Service’s standard user manuals and any other accompanying documents related to the Service delivered to the Client. “Updates” means all changes to the Service and SpryPoint Documentation as developed by SpryPoint and made available to the Client.

1. Provision of Service.

1.1 SpryPoint Obligations. SpryPoint shall make the Service available to Client in accordance with the terms of this Agreement, as well as provide the services detailed in the Statement of Work in Exhibit A.

1.2 Client Obligations. Client must use the Service in compliance with this Agreement and in accordance with the SpryPoint Documentation. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent and be responsible for unauthorized access to, or use of, the Service and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable laws; or (ii) knowingly or negligently, by failing to meet Client’s obligation in (a) above, send or store Malicious Code by way of the Service or its related systems or networks. Client shall designate named contacts to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint Service for which they initiate support requests. Client shall be liable for the acts and omissions of all persons or other legal entities that it allows to access (including unauthorized access) the Service.

1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of Client Data nor communications of Client or its users transmitted through the Service, and that SpryPoint shall not be responsible for the content of any such Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Verson:06072024 Master Subscription Agreement Page 3 of 12 communications or transmissions. Client shall use the Service exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and this Agreement. Client is solely responsible for (a) assuring that the disclosure and use of Client Data, content, or information provided to SpryPoint does not violate any applicable law or infringe upon the Intellectual Property Rights of any third party and (b) using any reports and other materials prepared by Client through the Service in a manner that will not violate any applicable law or infringe upon the Intellectual Property rights of any third party. Client agrees not to post or upload any content or data into the Service which (aa) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (bb) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (cc) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Service, without notice to Client. SpryPoint may suspend or terminate any user’s access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement.

2. Fees.

2.1 Invoices & Payment. All fees are quoted and payable in United States Dollars, unless stated otherwise. All undisputed invoiced charges are due net 30 days from the date of receipt of each invoice. All payment obligations are non-cancelable, and all payments made are non-refundable. SpryPoint, without limiting its other rights and remedies, reserves the right to suspend the Service until such amounts are paid in full. All fees invoiced pursuant to this Agreement do not include any applicable taxes. Client shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on Provider’s net income) directly upon the Client in relation to this Agreement. If Client disputes all or a portion of any invoice, Client shall inform SpryPoint in writing within ten (10) business days of receipt of the invoice of the nature of the dispute. SpryPoint will resubmit an invoice with only undisputed amounts listed, and upon resolution of any items under dispute, SpryPoint will resubmit those resolved items on a separate invoice. The Client’s written notice to SpryPoint of a dispute must contain reasonable detail so that SpryPoint can investigate the issue. SpryPoint 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 thirty (30) days from resolution.

The Parties will make reasonable efforts to resolve all remaining issues, if any. SpryPoint will not suspend delivery of the Service or any other services to be provided hereunder as a result of invoice(s) that are under dispute in accord with the terms above.

2.2 Usage Metric Verification Process for SpryMobile. Client has access to self-service metric usage on demand and within the Service. Client System Administrators can add or remove Accounts and Users as needed. It is the Client’s sole responsibility to archive users in SpryMobile if they are no longer being used.

SpryPoint may verify metrics through a quarterly audit and will bill any changes annually.

Audit results will be shared with Client. Any use exceeding the usage metrics within scope and defined above will be subject to fee adjustments as indicated above. Fees accrue in the calendar month the excess use began.

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2.3 Integrated Notification Services. The SpryPoint platform includes integrated notification services which can be enabled by Client for the purposes of customer alerts and notifications. SpryPoint's Integrated Notification services include:
• Inbound and outbound SMS text messaging
• Outbound voice messaging
• Inbound and outbound email messaging
The ongoing usage costs will be invoiced quarterly based on actual usage as identified in Exhibit B Pricing Schedule.

3. Proprietary Rights

3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, SpryPoint Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the course of delivering the Service under this Agreement. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party to (a) reverse engineer, modify or copy the Service or SpryPoint Documentation or create any derivative works based on the Service and SpryPoint Documentation; (b) copy any features, functions, interfaces, integrations or graphics of the Service or SpryPoint Documentation; (c) access the Service or SpryPoint Documentation in order to build any commercially available product or service.

3.2 Client Rights. SpryPoint hereby grants to Client a non-exclusive, non-transferable, nonperpetual, limited license to use the Service and SpryPoint Documentation in accordance with the terms and conditions of this Agreement.

3.3 License to Host Client’s Data. Client grants SpryPoint and SpryPoint’s hosting partners a worldwide, limited-term license to host, copy, transmit and display Client Data, as necessary for SpryPoint to provide the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title, or interest from Client under this Agreement in, or to, Client Data.

3.4 License to use Client’s Feedback. Client grants to SpryPoint and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction, or other Client Input relating to the Service. SpryPoint shall have no obligation to incorporate Client Input into the Service.

3.5 Statistical Information. SpryPoint owns all non-identifying, aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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4. Confidentiality

4.1 Confidentiality. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other Party’s prior written permission or as required by applicable law or by proper legal or governmental authority. If Client is required to disclose SpryPoint Confidential Information pursuant to applicable law or by proper legal authority, Client shall, give SpryPoint notice of any such legal or governmental demand and reasonably cooperate with SpryPoint, at SpryPoint’s expense, in any effort to seek a protective order or otherwise contest such required disclosure.

4.2 Nondisclosure. A Party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A receiving Party: (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient and (b) shall not disclose Confidential Information to any third party without Discloser’s prior written consent.

4.3 Protection. Each Party shall protect Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event using less than a commercially reasonable standard of care.

4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate. If a Recipient discloses or uses any Confidential Information of the Discloser in breach of confidentiality protections hereunder, the Discloser shall have the right to, in addition to any other remedies available, injunctive relief to enjoin such acts.

4.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title, and interest in and to all Confidential Information.

5. Data Privacy & Security

5.1 SpryPoint use of Data. Client hereby grants SpryPoint a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by applicable law or by proper legal or governmental authority. SpryPoint shall give Client notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise contest such required disclosure, at Client’s expense.

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5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own commercially reasonable data privacy and information security policies, including physical, technical, administrative, and organizational safeguards in relation to the Service.

5.3 Unauthorized Disclosure. If either Party believes there has been a security breach, such Party must notify the other Party upon the earlier of forty-eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from doing so. Each Party will provide commercially reasonable assistance to the other Party in mitigating such breach.

6. Warranties & Disclaimers

6.1 From SpryPoint.
a) Function: SpryPoint represents and warrants that, during the Term, the Service will perform materially in accordance with the SpryPoint Documentation. b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third Party. To the best of SpryPoint’s knowledge as of the Effective Date of this Agreement, Client’s licensed used of the Service will not infringe the intellectual property rights of any third party. c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge the Service does not contain any Malicious Code. d) Service Warranty: SpryPoint represents and warrants that any services to be provided pursuant to this Agreement by SpryPoint will be performed in (i) material accordance with this Agreement and the SpryPoint Documentation, (ii) a timely, workmanlike manner, and (iii) accordance with industry best practices for services of this kind.
e) Legal Compliance Warranty: SpryPoint will comply and will ensure the Service complies with all laws and regulations applicable to SpryPoint in its provision of the Service. SpryPoint shall, at its sole cost, promptly furnish all updates to the Service necessary for compliance with any change in laws or regulations applicable to SpryPoint in its provision of the Service during the term of this Agreement. f) Changes in Functionality: SpryPoint will not modify or change the Service to reflect a material diminution in the form, features, or functionality of the Service from that existing as of the Effective Date of this Agreement, and accordingly, SpryPoint shall not change the form, features, or functionality of the Service in any material adverse manner from that originally licensed under this Agreement.

6.2 From Both Parties. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section

6.1, or upon the discovery of Malicious Code in the Service, (a) SpryPoint shall correct the non-conforming Service at no additional charge to Client or (b) in the event SpryPoint is unable to correct such deficiencies, after good-faith efforts, Client’s exclusive remedy shall be a refund of the subscription fees actually paid by Client for the twelve (12) month period immediately preceding notice to SpryPoint of such breach or discovery.

6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO OTHER WARRANTIES OF

ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND

SPECIFICALLY DISCLAIMS ALL OTHER IMPLIED WARRANTIES, INCLUDING ANY

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

WITH RESPECT TO THE SERVICE AND/OR RELATED SPRYPOINT
DOCUMENTATION. EXCEPT TO THE EXTENT CAUSED BY SPRYPOINT’S GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT, SPRYPOINT DOES NOT WARRANT

THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT INTERRUPTION. THE LIMITED WARRANTIES PROVIDED HEREIN ARE

THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE.

7. Indemnification.
(a) SpryPoint shall protect, defend, hold harmless and indemnify Client, its officers, employees, agents, and volunteers, harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings, actual or alleged, direct or contributory, (“Indemnified Claims”) made or brought against Client alleging that the use of the Service infringes any third party’s Intellectual Property Rights. Client shall: (a) promptly give written notice of the Claim to SpryPoint; (b) give SpryPoint sole control of the defense and settlement of the Claim; and (c) provide to SpryPoint, at SpryPoint’s cost, all reasonable assistance. SpryPoint shall not enter into any stipulated judgment or settlement that purports to bind Client without Client’s express written authorization, which shall not be unreasonably withheld or delayed.
(b) SpryPoint further agrees to indemnify, defend, and hold harmless Client, its officers, employees, agents, and volunteers from and against any loss, expense, damage or cost (including reasonable attorneys' fees) in connection with Indemnified Claims for bodily injury or death or property damage brought against Client to the extent caused by the negligence, or intentional or willful misconduct of SpryPoint’s employees or subcontractors while on Client’s property or premises.
(c) SpryPoint further agrees to indemnify, defend, and hold harmless Client, its officers, employees, agents, and volunteers from and against any Indemnified Claims made or brought against the Client by a third party as related to a data security breach or unauthorized disclosure of Client Data that is caused by the negligence or willful misconduct of SpryPoint or SpryPoint’s employees, officers, agents, or subcontractors, or any breaches of SpryPoint’s security, privacy and/or confidentiality obligations under this Agreement.

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Verson:06072024 Master Subscription Agreement Page 8 of 12 (d) SpryPoint’s obligations set forth in this section do not apply to the extent that such a claim for Indemnification arises out of: (a) Client’s breach of this Agreement; (b) revisions to the Service made or allowed to be made by Client, either intentionally or due to Client’s active negligence, without SpryPoint’s written consent; (c) Client’s failure to incorporate Updates after written notice or instructions from SpryPoint to do so; (d) modification of the Service by Client, or Client’s employees or agents if not authorized by SpryPoint to perform such modification (e) unauthorized use of the Service (except to the extent caused by the gross negligence or willful misconduct of SpryPoint); or (f) use of the Service in a manner inconsistent with the SpryPoint Documentation or the terms of this Agreement.

Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the gross negligence or willful misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to SpryPoint, then use of the Service may be terminated at either Party’s option and SpryPoint’s sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination.

8. Limitation of Liability

8.1 Clarifications and Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW AND EXCEPT WITH RESPECT TO SPRYPOINT’S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS IN SECTION 7(a) AND 7(b)

ABOVE, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL

MISCONDUCT, AND/OR FRAUD, IN NO EVENT SHALL SPRYPOINT'S AGGREGATE

LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED TWO TIMES (2X) THE AMOUNT OF

THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. FOR THE AVOIDANCE OF DOUBT, SPRYPOINT’S LIABILITY LIMITS APPLY TO SPRYPOINT’S AFFILIATES, PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES.

8.2 Exclusion of Damages. EXCEPT AS REQUIRED UNDER CALIFORNIA LAW, IN NO

EVENT SHALL SPRYPOINT HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL,

INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR

FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION,

COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN

CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY

CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR

INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION..

9. Term & Termination
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9.1 Term of Agreement. This Agreement shall be valid as of the Effective Date and remain in effect until terminated pursuant to the terms contained herein.

9.2 Renewal. The Service shall automatically renew for successive terms of one year unless either Party provides the other written notice of termination a minimum of (30) days prior to the expiration of the current term or the Service has been otherwise terminated in accordance with this Agreement.

9.3 Annual Escalation. The annual subscription service fee for the Service shall be subject to adjustment on each annual anniversary of the Effective Date at the higher of the following:
a) in accordance with the change in the USA Consumer Price Index (“CPI”) as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) months prior to the annual anniversary of the Effective Date
b) 5%.

9.4 Termination. Either Party may terminate this Agreement upon Thirty (30) calendar days prior written notice in the event of a material breach by the other Party if such breach remains uncured at the expiration of such notice period. Client may terminate the Agreement for any reason by providing written notice to SpryPoint not less than thirty (30) calendar days prior to an effective termination date.

9.5 Effect of Termination. Upon any termination of this Agreement, Client shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service. Upon notice of termination, SpryPoint will immediately act to not incur any additional obligations, costs, or expenses, except as may be reasonably necessary to terminate its activities hereunder. Termination for any reason shall not relive Client of the obligation to pay any fees accrued or due and payable to SpryPoint prior to the Effective Date of termination. Termination of the Agreement pursuant to this paragraph shall not relieve SpryPoint of any liability to Client for additional costs, expenses, or damages sustained by Client due to failure of SpryPoint to perform pursuant to the Agreement subject to the terms of section 7 and section 8 of this Agreement.

9.6 Access to Client Data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to sixty (60) days. After 60 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client.

10. Messaging.

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10.1 Supplemental Messaging Service Terms. If Client elects to use SpryPoint’s Messaging Service, the following supplemental terms (“Messaging Terms”) will apply.

10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to the content of messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service

10.3 Messaging Indemnity. To the extent permitted by applicable law, Client shall hold harmless, defend and indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties and attorney’s fees arising out of or relating to the content of messages or communications sent as part of the Messaging Service or any breach by Client of the Agreement including without limitation, these Messaging Terms. Client’s duty to indemnify and hold harmless shall not apply to the extent such claims, damages, losses, and expenses are caused by the sole or active negligence or willful misconduct of SpryPoint or SpryPoint’s officers, directors, employees, contractors, and representatives.

10.4 Compliance. SpryPoint is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client’s responsibility with respect to the Messaging Service notwithstanding any provision to the contrary.

11. Miscellaneous

11.1 Independent Contractor. SpryPoint and all persons employed by or contracted by SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agents or employees of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this Agreement.

SpryPoint agrees to indemnify, defend, and hold harmless Client, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent, or others under SpryPoint’s supervision or control, was misclassified. This Agreement does not create, nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-Party beneficiaries to this Agreement.

11.2 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California.

11.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the third business day after first class mailing.

Notices to the Client shall be sent to:

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Santa Cruz, CA 95060
Attention: Ken Morgan
Notices to SpryPoint shall be sent to:

Nick Stone, CFO
45 Queen Street
Suite #401
Charlottetown, PE C1A 4A4

11.4 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Neither Client’s review, acceptance nor payments for any of the services provided under this Agreement shall be constructed to operate as a waiver of either Parties’ rights under this Agreement or of any cause of action available to either Party arising out of the performance of this Agreement.

11.5 Force Majeure. In no event shall either Party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software industry practices to resume performance as soon as practicable under the circumstances.

11.6 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (which consent shall not be unreasonably withheld).

11.7 Severability. To the extent permitted by the law, the Parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the event that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

11.8 Publicity. Except as required for the Service, SpryPoint shall not use Client’s name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior written consent of Client, SpryPoint is authorized to use Client’s name as required to perform the Service.

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11.9 Amendment. This Agreement may only be amended in writing by authorized representatives of each Party.

11.10 Execution in Counterparts: This Agreement may be executed in one or more counterparts.

Each counterpart will be an original, but all such counterparts will constitute a single instrument.

City of Santa Cruz, CA SpryPoint Services, Inc. SpryPoint Services, Inc.

Signature: Signature: Signature:

Name: Name: Kyle Strang Name: Nick Stone
Title: Title: CEO Title: CFO
Date Signed: Date Signed: Date Signed:

Approved As To Form:

By: Date:

Stephanie Y. Hall, Office of the City Attorney
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Statement of Work
45 Queen Street
Charlottetown,
PE SpryPoint.com
C1A 4A4, Canada
Exhibit A - Statement of Work
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Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 1

Table of Contents
Contents

1. Introduction 5

2. Project Guiding Principles 6

2.1. Guiding Principles 6

3. Scope of Work 6

3.1. Overall Project Approach 6

3.2. Pre-Project Initiation 7

3.3. Project Initiation 8

3.3.1. Project Initiation – Deliverables, Roles & Responsibilities 9

3.4. Analysis 12

3.4.1. Analysis – Overview/System Familiarization 12

3.4.2. Analysis - Workshops 12

3.4.3. Analysis – Planning Documents 14

3.4.4. Analysis – Data Migration 15

3.4.5. Analysis - Reporting 15

3.4.6. Analysis – Organizational Change Management 16

3.4.7. Analysis – Deliverables, Roles & Responsibilities 16

3.5. Configuration 22

3.5.1. Configuration – Configuration Workbook & Workshops 22

3.5.2. Configuration – Data Migration 23

3.5.3. Configuration – Integrations & Enhancements 28

3.5.4. Configuration – Core Team Training 29

3.5.5. Configuration – Reports & Dashboards 29

3.5.6. Configuration – Security & Roles 30

3.5.7. Configuration – Organization Change Management (OCM) 30

3.5.8. Configuration – Deliverables, Roles & Responsibilities 33

3.6. Test 39

3.6.1. Test – Test Scripts 39

3.6.2. Test – Training Material 39

3.6.3. Test – Tester Training 40

3.6.4. Test – Enhancement Testing 40

3.6.5. Test – Integration Testing 40

3.6.6. Test – Functional Testing 41

3.6.7. Test - Bill Validation Testing 41

3.6.8. Test – User Acceptance Testing 42

3.6.9. Test – Deliverables, Roles & Responsibilities 43

3.7. Deploy 47
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3.7.1. Deploy – Prerequisites 47

3.7.2. Deploy – Go Live Cutover Plan 48

3.7.3. Deploy – Go/No Go Decision 48

3.7.4. Deploy – End User Training Material 48

3.7.5. Deploy – End User Training 49

3.7.6. Deploy – Mock Go Live 49

3.7.7. Deploy – Customer & Vendor Notifications 49

3.7.8. Deploy – Go Live 49

3.7.9. Deploy - Deliverable(s), Roles & Responsibilities 50

3.8. Operate 53

3.8.1. Operate – Post Go Live Support 53

3.8.2. Operate – Transition to Customer Success 53

3.8.3. Operate – System Acceptance & Project Close Out 54

3.8.4. Contingency Fund 55

3.8.5. Operate - Retainage Collection 57

3.8.6. Operate – Deliverables, Roles, & Responsibilities 58

3.9. Project Governance 60

3.9.1. Project Management (PM) 60

3.9.2. Project Communications & Tools 61

3.9.3. Acceptance Period 62

3.9.4. Agreed Severity Definitions 62

3.9.5. Milestone Acceptance Process 63

3.9.6. Scope & Project Change Management 64

3.9.7. Issues and Risk Management 65

3.9.8. Conflict Resolution and Escalation Process 65

3.9.9. Project Working Times 66

3.9.10. Executive Steering Committee 68

3.9.11. Project Management Recurring Deliverables 68

4. Integrations & Enhancements 69

4.1. Integrations 69

4.2. Enhancements 78

5. Travel 85

6. Project Assumptions 87

6.1. General Assumptions 87

6.2. System Testing Assumptions 88

6.3. Training Assumptions 88

6.4. Production Readiness and Cutover Assumptions 88

7. Appendices 89

7.1. Definitions 89

7.2. Milestone Schedule 94

7.3. Document Samples 95

7.3.1. Project Status Report - Sample 96
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7.3.2. Risk Log 101

7.3.3. Change Order Form 104

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Statement of Work
4 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Statement of Confidentiality
The contents of this document are confidential and are supplied with the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint unless requested under is a public record pursuant to the state of California.

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1.Introduction
This Statement of Work (SOW) is entered into per the Effective Date of the Master Subscription Agreement (the “Agreement”) by and between SpryPoint Services Inc. (hereinafter “SpryPoint”), with principal offices in Charlottetown, PE, and City of Santa Cruz, CA (“ the Client”) with offices at 809 Center Street, Santa Cruz, CA 95060, United States of America.

Background Statements:
● SpryPoint will provide a range of software solutions and services to achieve a business solution that meets the identified Customer Information System (CIS) Solution (“Solution”) requirements of the Client. Client is open to new ways to achieve the same outcome but are not looking to go backward in functionality or efficiency.
● The Solution will encompass several SpryPoint products with Metabase included as a reporting and dashboard solution. The products include:
o SpryCIS – Customer Information System
o SpryMobile – Mobile Field Service
o SpryEngage – Customer Engagement Portal
o SpryIDM – Interval Data Management
● The Client wishes to work together with SpryPoint for the implementation of the Solution and SpryPoint agrees to provide such services and/or software as agreed to in the terms provided herein.
● This Statement of Work (Exhibit A) provides the general detailed terms and provisions that govern the delivery of all services and/or deliverables to the Client by SpryPoint.

This document is one of several that constitute the Agreement. As such, if any discrepancy exists between the documents, the order of precedence is provided in the Agreement.

These documents help define the Project’s scope and will guide its execution.

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6 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

2. Project Guiding Principles

2.1. Guiding Principles
The Project will employ the following guiding principles throughout its operation and execution:

1. Standardize and align business operations to industry best practices where it is reasonably feasible.

2. The Project will be based on a ‘Solution-Based’ approach rather than a ‘Systembased’ approach focusing on high value processes and driving efficiencies.

3. The Client will designate certain Project team members knowledgeable on current state of operations to make decisions that will bind the Client in future state business process operations. These designated team members will be represented in each workshop.

4. Leverage base application capabilities as much as possible and minimize Client specific customizations.

5. SpryPoint and the Client will operate as a unified team and partners in the execution of the Project.

6. There will be a focus and commitment to organizational change management and staff preparation and readiness throughout the Project.

7. Transparency of Project status and readiness will not be compromised regardless of desired outcome.

8. SpryPoint will lead the Project and keep consistent communication and transparency in the progress tracking of the Project as outlined in the Project Governance Section of this document.

3. Scope of Work

3.1. Overall Project Approach
SpryPoint shall use its implementation methodology, to deliver the SpryPoint Services, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional Waterfall Methodology and combines it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows:
● Analysis
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Statement of Work
7 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Configure
● Test
● Deploy
● Operate
The Project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any Project impacts.

3.2. Pre-Project Initiation
Before Project Initiation there are several pre-Project activities the Client can choose to perform to prepare for the implementation. Completion of these activities is not mandatory to start the Project but will need to be completed at some point before golive. ● Documentation to gather:
✔ Operating policies:
✔ Any documentation on Standard Operating Procedures
✔ Published rules/policies
✔ Internal documentation – How Tos/Workflows, etc.
✔ Gather Lists of Information:
✔ Customer Forms (online or printed)
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8 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ✔ Communications – letters (collections, budgets, payment plans, etc.)
✔ Service Order Types
✔ Credit Memos
✔ Miscellaneous Charges
✔ Billing Rates/details
✔ Penalty and collection rules
✔ GL codes used in CIS
✔ Meter data (counts, types of meters, inventory, GIS information) ✔ Staffing and Roles:
✔ Identify Subject Matter Experts
✔ Grid of staff, roles, and responsibilities
✔ Field Operation users that will need to be engaged with SpryMobile
✔ Bill Statement
✔ Bill design, structure of content, changes from existing bill ✔ Goals of redesign
✔ Who needs to approve a new design?
✔ Does the new design need to be approved by a committee? If so, how long does this process take
✔ Reporting
✔ What reports do you have today?
✔ Do you still use this report and what is it for?
✔ Complete a Reports list
✔ Collect report samples
✔ Data Cleansing
✔ Start to identify problem records (accounts, customers, premises) ✔ Start to identify duplicate records
✔ Identify problems with data that should be resolved
✔ Identify fields that are multipurpose

3.3. Project Initiation
Project Initiation describes the collaboration between the Client and SpryPoint to begin the Project. SpryPoint cannot start Project Initiation until the Agreement has been fully executed.

Upon execution of the Agreement, SpryPoint will initiate the Project, and start preparation and mobilization of its resources in accordance with the requirements defined in this SOW.

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Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 9

3.3.1. Project Initiation – Deliverables, Roles & Responsibilities For this implementation to be successful, there are various levels of engagement that are required by team members on both the Client and SpryPoint teams. The RACI charts are designed to demonstrate who needs to perform work on each Project deliverable. The following key will be used for each RACI to explain the level of engagement required.

R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done; C = Consulted – provides input into a task and/or consulted before a decision or action; I = Informed – Must be informed after a decision or action.

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Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 10

No. Deliverable
Name
Deliverable
Description
Proj
ect
Ma
nag
er
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

1. Mobilize Project
Team
Identify and assign team
members and introduce
teams.

A R I

2. Mobilize Client
Project Team
Identify and assign team
members and introduce
teams.

A R I I C

3. Pre-Project
Kickoff
Initial Project Managers
Meeting to introduce
people & outline next
steps, schedule
meetings, and start
Project work.

A I R I

4. Prepare Project
infrastructure
Send welcome
information, setup
shared drives and
access.

A R

5. Initial Project
Schedule
Update Project plan that
will be used as baseline
for Project.

A, R C
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Statement of Work
11 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Proj
ect
Ma
nag
er
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

6. Project Kickoff Formal meeting to
kickoff the Project. This
includes the following
activities:
▪ Meeting agenda
▪ Meeting
presentation

A, R C C C C I I C

7. Environment
Setup
Provision environments
and provide access for
the core team.

A R C

8. Verify
environments
Confirm list of initial
access and confirm
users can log in.

C A, R C

9. Analysis
Workshop
Schedule
complete
The creation of the
workshop schedule and
invites sent.

A C R C
Add Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or ac Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 12

3.4. Analysis
The purpose of the Analysis Phase (outlined in section 3.1), is to gather the specific information needed to complete configuration of the SpryPoint Products. This phase is also used to clarify any business requirements and processes and/or identify any gaps that may exist.

3.4.1. Analysis – Overview/System Familiarization
During this phase either before or as part of the workshops SpryPoint will complete an overview product session. The purpose of this session is to introduce the Core Team Members to the SpryPoint product(s).

3.4.2. Analysis - Workshops
A SpryPoint team member will lead workshops involving appropriate SpryPoint Project resources, and the Client business process experts to create an Analysis Report. These workshops and the resulting documentation will work to define the future business processes and identify any gaps between the desired future business processes/agreed proposal requirements scope and SpryPoint Functionality.

SpryPoint and the Client will jointly identify and document the business processes. SpryPoint will provide draft copies of the Analysis Report and other documentation on an agreed upon timeframe for review and approval by Client to ensure accuracy of the information gathered.

Prior to the workshops SpryPoint will:
✔ Develop Workshop schedule/agenda with input from the Client ✔ Prior to interviews, SpryPoint staff will familiarize themselves with the Client’s legacy system using available material provided by the Client, personal interviews, and other such information as needed.

During this analysis phase SpryPoint will:

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
13 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Conduct workshops to discuss possible organizational changes that may result from implementing the new system, and how to manage them.
● Conduct individual or group interviews to confirm current business processes, review standard configuration of the SpryPoint Service in relation to these processes, recommend process changes based on the best practices with the SpryPoint Product(s), and identify enhancements or configuration changes that are needed, or that could be mitigated by the adoption of recommended business practice changes. The following business processes will be reviewed. • Customer Service
• Premises
• Service Orders
• Meters
• Other Billable Assets (carts, rolloffs, dumpsters)
• Billing
• Accounting, payments, collections and bankruptcy processes, including debt remaining at any premise and recovered through transfer of title
• Customer Engagement
• Customer Communications
• SpryEngage
o Self Service
▪ Registration
▪ Payments
▪ Payment History
▪ Billing
▪ Analytics
▪ Forms
● Refuse specific forms
▪ Password Resets
▪ Requests
▪ Profile Management
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
14 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ▪ Help & FAQ
▪ Administration
o Campaigns & Alerts
o Customer Relationship Management
§ Mobile Field Service
• Dispatching
• Meter activities
• Service Orders
• Optimized Routing
• Photos
• Refuse related SO/ tasks
During this sub-section of the Analysis phase, other workshop sessions may be identified and required to ensure all business needs are being met.

3.4.3. Analysis – Planning Documents
During the Analysis Phase there are several documents that are created. To create these documents SpryPoint will meet with the appropriate Client team members.
● Test Plan – A document that outlines the strategy for testing. As part of the test plan testing success parameters will be agreed to with the Client. For example: it will include criteria like X % of residential accounts need to be checked or 100% of industrial accounts with no unexplainable discrepancies. ● Training Plan – a document that outlines the requirements for training. This includes a training matrix that can be used to plan End User training for the various user roles and courses. The Client will be responsible for matching training needs to individual End Users.
● Security Plan - Based on the workshops and interviews, SpryPoint will provide an out of the box security plan. In addition, SpryPoint provides base security roles. The Client will be responsible to match individual users to the security roles and assign roles to their users.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
15 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Report Plan – Develop a document that summarizes the reports & dashboards that are needed in the operational areas, determine which reports are already available within the SpryPoint Service, and identify which reports need to be modified, or newly written, to meet the Client's business needs.

3.4.4. Analysis – Data Migration
Data Conversion is a critical part of every implementation project. During the Analysis Phase, workshop(s) will be held to define the following:
● Location of Client Data and access to Client Data
● Confirmation of records that require conversion (as defined below) ● What format the Client Data will be received in
● Data cleansing options
● Parameters for data checking/validation
● How Client Data will be mapped to the new data structure This information will be gathered and documented in the Data Conversion Strategy document.

3.4.5. Analysis - Reporting
During the Analysis Phase a Report Analysis will be completed. This analysis will be used to review the reports that the Client uses and their purpose. Once this is established SpryPoint will group the report into different categories:
● No Longer Needed – the report will be deemed as no longer needed because either the Client currently doesn’t use it, or because of a business process change or the new system functionality the report is deemed unnecessary. ● Match Report – the report is matched to an equivalent SpryPoint Report that exists in the System and will be built. ● Report to Build – the report does not exist, is needed for future purposes and SpryPoint will create the report.

Often many Client reports will be replaced with one base SpryPoint report that has multiple views to meet the needs of different users.

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Statement of Work
16 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.4.6. Analysis – Organizational Change Management
The objective of Organization Change Management (OCM) in the Analysis Phase is for the SpryPoint team to better understand the current state of the Client, assess the organizational culture and the capacity to change. During this phase SpryPoint will provide:
• OCM Overview Presentation/Discovery
OCM Plan: The OCM Plan shall be developed in coordination with the Client’s ERP Implementation vendor. The supported budget is limited to 120 hours for OCM scope throughout the duration of this project.

3.4.7. Analysis – Deliverables, Roles & Responsibilities No. Deliverable
Name
Deliverable
Description
Pro
ject
Ma
nag
er
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

1. Deliver System
Familiarization
Training
A product overview
session(s) that are
designed to provide
the Client with a
look at how the
SpryPoint product(s)
work before the
Analysis workshops.

SpryPoint to deliver.

C A

2. Participate in
System
Familiarization
A product overview
session(s) that are
designed to provide
the Client with a
look at how the
C R
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
17 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Pro
ject
Ma
nag
er
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client
SpryPoint product(s)
work before the
Analysis workshops.

Client to participate
in sessions.

2. Workshop
Questionnaires
Document(s) with
questions that will
need to be
answered by the
core team and are
used as part of the
discovery workshop
sessions. Note: The
SpryPoint PM may
determine these are
not required for the
Project
A R

3. Workshop
Questionnaires
Provide answers in
the questionnaires.

A R

4. Topic Specific
Workshops
Workshop(s) will be
completed to
discuss the
requirements in
each area and
identify any gaps. An
R A
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Statement of Work
18 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Pro
ject
Ma
nag
er
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client
agenda will be
provided for each
workshop.

5. Attend
workshops
Client will ensure
the correct subject
matters experts are
available and
participate in
workshops.

C A, R

6. Analysis Report A document that
outlines the
information
gathered during the
discovery. This
document will
outline any gaps
identified during the
workshops

R A C C I

7. Analysis Report
Updates
Updates to the
Analysis Report with
any
changes/feedback
from the Client

R A C R
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Statement of Work
19 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Pro
ject
Ma
nag
er
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

8. Deliver
Business
Process
Validation
Checklist
A list of standard
business processes
scenarios that are
supported by the
SpryPoint
Solutions(s).

R A C C

9. Analysis Report
Review &
Approval
The time required to
for the Client to
review the Analysis
Report and provide
feedback and/or
approve the
document

C C A R I

10. Report Plan This plan is used to
identify which
reports are required,
what tool will be
used to create the
report and who is
responsible to
develop them.

A R C R

11. Test Plan A document that
outlines the testing

A R C C
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Statement of Work
20 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Pro
ject
Ma
nag
er
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client
strategy for the
implementation

12. Training Plan A document that
outlines the strategy
for training the
Client throughout
the implementation.

A R C C

13. Data
Conversation
Strategy
A document that
defines all the Client
Data that will be
converted. This
document defines
the details and plan
for conversion
throughout the
implementation.

R A C C

14. Security Plan and
Baseline Roles
(out of box)
A document(s) that
outlines the security
access limits and the
out of the box
security roles and
their purpose.

A R C C
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Statement of Work
21 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Pro
ject
Ma
nag
er
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

15. Security Plan
Role Assignment
Updates to the
document matching
users to security
roles.

C C R A

16. Organizational
Change
Management
Strategy Input
A document that
outlines a strategy
for Organizational
Change
Management.

A R C R

17. Client
Communication
Plan
A document that
outlines
recommended
Client
communications
throughout the
Project for both
internal and external
communications.

A R R R

18. Updates to
Client
communications
plan
Go forward
communication plan
for Client staff & its
customers

C C A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 22

3.5. Configuration
The configuration stage is the period in the Project where the Project teams work to complete the initial “setup” of the SpryPoint product(s) to meet the specific business process requirements of the Client as defined in the Analysis Report.

3.5.1. Configuration – Configuration Workbook &
Workshops
To document and track the configuration, SpryPoint uses a Configuration Workbook (Workbook). To populate the Configuration Workbook an agreed upon schedule of Configuration meetings are scheduled. While SpryPoint is accountable for maintaining the Workbook, the Client will be asked to be responsible to provide updates and input into the Workbook. The purpose of the Workbook is as follows:
● Provide a checklist of all required configuration settings ● Document configuration settings
● Show which configuration settings have been completed and where (i.e., Production Environment or Staging Environment)
At this point in the Project this will be referred to as the Initial Configuration. As SpryPoint works with the Client through the testing and data conversation activities, changes to configuration may be required. SpryPoint will be responsible for ensuring the configuration is updated with these changes.

3.5.1.1. Configuration – Bill Statement
SpryPoint uses an iterative approach to complete the bill statement configuration. It starts gathering initial requirements to determine the initial look and feel of the statement. This will be provided to the Client to provide some initial testing and feedback. Up to two (2) more additional iterations will be completed to meet the Client’s requirements.

3.5.1.2. Configuration – Collection Documents
SpryPoint uses an iterative approach to complete the configuration of collection document(s). It starts gathering initial requirements to determine the initial look and feel of the collection document(s). This will be provided to the Client to provide some initial testing and feedback. Up to two (2) more additional iterations will be completed to meet the Client’s requirements.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
23 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Note a set of collection documents includes the letters to support the steps of the collection Process. For example, if the collection process may have 3 steps that requires documents to be created (1- Late Notice; 2- Delinquent Notice; 3 – Disconnect/Cut-off Notice) all three letters would be included in the scope.

3.5.1.3. Other Configuration Items
Other items required to be configured during this phase are:
● Service Orders - SpryPoint will gather requirements for developing Client’s Service Order processes including service types.
● Miscellaneous Letters– Report deliverables (letters) will be created by SpryPoint with respect to the Client logo, contact information, return address and text. The Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters. Some examples include, but is not limited to:
o Welcome Letter
o Returned Check Fee Letter
o Payment Arrangement Agreement Letter
o Bankruptcy Letter
During implementation SpryPoint will work with the Client to build and deliver all letter(s) and template(s) up to a maximum of 15.

3.5.2. Configuration – Data Migration
SpryPoint uses an iterative project approach during the data migration process. SpryPoint will be responsible for the assistance of transformation and load of the data from the Client's current systems to SpryPoint Products. It should be noted that while SpryPoint is responsible for the transformation and loading of data, the Client must provide user(s) who understand how the Client currently uses the system and to complete data extraction and support transformation activities.

3.5.2.1. Data Mapping
Before data can be extracted from the legacy system or imported into the various SpryPoint products, a data mapping document must be completed. SpryPoint will provide a document to Client outlining all the data points that need to be mapped. The Client will be required to work with SpryPoint to ensure understanding of how data is used in the legacy system.

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19.234
Statement of Work
24 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Agreed Time
SpryPoint will convert 3 full calendar years plus the number of months to go live of history into SpryCIS. SpryPoint will archive any Client Data older than 3 calendar years.

The following table provides specific details of the objects to be converted, where the agreed time is 3 full calendar years, plus the number of months to go live of history.

SpryCIS Objects to Convert
Object Details
Customers Active customers with balances within the specific time limits, including relationships (i.e., landlords/tenants). This also includes customer addresses and corresponding contact information.

Note: In the agreed time if there are inactive customers with balances these will be included in the conversion.

Premises All active premises in the agreed time.

Accounts Active accounts only within the time range and inactive accounts with a balance and inactive accounts that have historical activity and/or have been closed in the agreed time.

Meters All active meters within the agreed time range, regardless of account status.

Service
Points
Active service points within the agreed time range.

Meter
Readings
For all converted meters per the agreed time.

AR Balance All active account balances within agreed time.

Service
Orders
All active and completed service orders within the agreed time frame.

Bill History Includes transactional data for any active accounts, inactive accounts with historical transactions within the agreed time.

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Statement of Work
25 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Deposits If applicable, active deposit values will be converted.

Equipment All active equipment.

Remotes All active meters within the agreed time range, regardless of account status (if applicable).

Notes &
Comments
Notes & Comments for applicable converted records.

Note: The requested attachment types (pdf, word doc, emails) are accepted. Conversion of metadata is outside the standard data conversion process, 80 hours has been allocated to support this requirement.

Additional history can be brought into the SpryCIS Archive Data Store. The Archive Data Store allows for inquiry and retrieval of historical, non-editable transactional data within the SpryCIS application.

3.5.2.2.Data Migration, Iterations & Refreshes
SpryPoint will design, develop, and create validation processes (For example: accounts receivable balances, meter reads, consumption, record counts, etc.). The Client is responsible for all data extraction activities from the legacy system.

The process starts with extracting and importing core data elements, and then with each conversion iteration, additional data elements will be added. After each conversion iteration, data validation reports will be provided to the Client to review and sign off on.

During the conversion process Client will extract the mapped data from the Client's legacy system and SpryPoint will import the data into the SpryPoint solution(s). In addition to this the Client is expected to complete the Data Acceptance Testing. SpryPoint will run the data conversion programs and provide reports to assist the Client with data quality validation – for example reconciliation reports (extracted = loaded).

The scope of this implementation includes an estimated 4 major data iterations. Each major iteration has a defined purpose and data requirements to meet that goal. In some instances, it may be required to complete multiple conversions to meet the goals and purpose of the major iteration. To ensure project efficiencies, the SpryPoint Project Manager will determine based on the project schedule and project needs if additional conversions are required and timing of those conversions, to ensure the data is correct to support a successful go live.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.236
Statement of Work
26 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Note: If it is mutually agreed to by both parties the decision can be made (by both parties) to proceed with the next data iteration if one of the activities is not completed.