Order Form (Training) - City of Santa Maria
©2022 Workday
ORDER FORM #378098
Customer Name City of Santa Maria
Workday Entity Name Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The later of the dates beneath the parties’ signatures on the Signature Document
Order Term XXXX XX, XXXX through XXXX XX, XXXX
Currency USD
Total Training Fees XXXX
Payment # Payment Due Date Payment Amount
1 Due in accordance with the MSA, invoiced upon Order
Effective Date
XXXX
2 Due on first anniversary of the Order Term start date XXXX 3 Due on second anniversary of the Order Term start date XXXX x Total Payment Amount XXXX
SKU Training Offering Price Per
Unit Quantity Term
Total
Training
Fees
AK Adoption Kit XXXX XXXX XXXX XXXX
LODHCM10
Learn On-Demand –
HCM Library 10 Initial
Users
XXXX XXXX XXXX XXXX
LODPAY10
Learn On-Demand –
Payroll/Absence/Time
Tracking Library 10
Initial Users
XXXX XXXX XXXX XXXX
Agreement #378098 - Confidential
Order Form (Training) - City of Santa Maria
©2022 Workday
SKU Training Offering Price Per
Unit Quantity Term
Total
Training
Fees
LODFIN10
Learn On-Demand –
Financials Library 10
Initial Users
XXXX XXXX XXXX XXXX
LODTECH10
Learn On-Demand –
Cross-Application
Technology Library
10 Initial Users
XXXX XXXX XXXX XXXX
LODPLNTRN5
Learn On-Demand –
Adaptive Planning -
Administrator
Training Kit 5 Initial
Users
XXXX XXXX XXXX XXXX
Total Training
Fees XXXX
SKU Training Offering Price Per Unit Quantity Total Training Fees
TC Training Credits
(prepaid) XXXX XXXX XXXX
Total (TC) Training
Fees XXXX
Customer Contact Information Billing, In Care of
Contact Name TBD
Street Address
City/Town, State/Province/Region Zip/Postal Code
Country
Phone/Fax # Phone:
Fax:
Email (Required)
This Order Form is subject to and governed by the MSA and Addendum A attached hereto. This Order Form will control over the terms of the MSA to the extent they conflict with or are not covered by the MSA. All remittance advice and invoice inquiries can be directed to [email protected]
Agreement #378098 - Confidential
Order Form (Training) - City of Santa Maria
©2022 Workday
ADDENDUM A
ADDITIONAL ORDER FORM TERMS – TRAINING
Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the referenced MSA. In the event of a conflict between the terms of this Order Form and the terms of the MSA, the terms of this Order Form shall prevail with respect to the terms hereof.
1. Training Terms. The Training Credits purchased under this Order Form may be utilized for any courses identified in Workday’s training catalog (the “Training Catalog”) as eligible to be purchased with training credits (“TC -eligible Courses”) that start on or after the Order Effective Date and end on or before eighteen (18) months from the Order Effective Date. The manner of delivery of TC -Eligible Courses is set forth in the Training Catalog. The number of Training Credits required for an attendee to attend a specific TC-eligible Course are set forth in Workday’s current training catalog. Each attendee must be registered to attend each course. If Custom elects to register for any training course(s) without an adequate prepaid Training Credit balance, the Workday list prices set forth in the Training Catalog will apply. Any Customer request for a cancellation of a course enrollment must be submitted as a Training Case via the Customer Center by the Customer Training Coordinator at least seven (7) calendar days prior to the scheduled course start date. Cancellation requests received less than seven (7) calendar days prior to the scheduled course start date will not be honored and the applicable Training Credits will be deducted from Customer’s balance.
2. Training Credit Bulk Purchase Option. Under this Order Form, Workday’s discounted bulk purchase rates will be applied to the cumulative number of Training Credits purchased during a rolling 12 -month period provided Customer prepays for all such purchases. Discounted rates will not be applied retroactively for previously purchased Training Credits. If Customer elects to purchase training courses without using Training Credits, such purchases will not count toward the cumulative number of Training Credits purchased for the purpose of bulk purc hase rates. The following rates apply to the bulk purchases made within the 12-month period following the Order Effective Date:
Prepaid Training Credits Acquired Rate Per Training Credit 0 - 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
3. Dedicated Training Terms. Customer may request to schedule Workday instructor -led training offerings as a dedicated training course provided only to Customer’s attendees (“ Dedicated Agreement #378098 - Confidential
Order Form (Training) - City of Santa Maria
©2022 Workday
Training”). Dedicated Training is subject to Workday’s availability and approval and the additional terms in this Section. The minimum and maximum number of students for any Dedicated Training is thirteen (13) minimum and twenty (20) maximum. Fees for Dedicated Training will equal the number of attendees multiplied by the applicable per-attendee student price or Training Credit value of the training course as set forth in the Training Catalog. If Customer does not use Training Credits purchased prior to the Dedicated Training start date, Workday will invoice Customer for the training fees following the training. If Customer and Workday expressly agree in writing to deliver the Dedicated Training at Customer’s site, in addition to the applicable fees or Training Credits for the Dedicated Training, Customer will reimburse Workday for the reasonable and actual travel living expenses incurred by the instructor(s) following the Dedicated Training. Any Customer request to cancel a Dedicated Training received less than fourteen (14) full calendar days from the scheduled start of the course is subject to a cancellation fee of 50% of the price of the course for thirteen (13) attendees as well as reimbursement for any non-refundable travel expenses incurred by the instructor(s).
4. Learn On -Demand Terms. The first Learn On -Demand ("LOD”) SKU of each Library purchased by Customer is for ten (10) Named Users. Each “5 Additional Users” SKU is for five (5) additional Named Users for the stated Library. A “Library” is a bundle of specific, related training concepts. A “Named User” is an employee or independent contractor of Customer for which Customer has provided Workday a valid name and e-mail address through the Workday Customer Center, thereby authoriz ing Workday to provide LOD access to such individual. Workday shall assign each Named User a password granting the Named User access to the applicable LOD library. Customer’s Training Coordinator may update the list of Named Users from time to time. Each Named User may access all of the LOD content within the specified Library(ies) during the Order Term.
5. Adoption Kit Terms.
(a) The Adoption Kit is just-in-time, customizable materials for common employee and manager tasks, in addition to a wide range of templates and assets to help customers successfully roll out Workday across their organization.
(b) During the Order Term, Workday hereby grants to Customer a non -exclusive, nontransferable license to use, copy, customize, and create derivative works of the Adoption Kit provided as part of this Order Form solely for the purpose of internally distributing the relevant Adoption Kit material to promote internal use of the Service by Customer’s authorized end users in accordance with the MSA. Customer is solely responsible for the accuracy of any modifications or customizations of the Kit made by it. Workday reserves the right to add or remove content from individual Kit and add or remove entire Kit in the library.
(c) Subject to Workday’s underlying intellectual property rights in the Adoption Kits, the Service, and all other materials provided by Work day in connection herewith, Customer owns all right, title, and interest in and to the improvements and other materials that Customer is permitted hereunder to develop, make, or conceive, without the involvement or input of Workday personnel, that relate t o the Adoption Kit (“ Customer Improvements”). If Workday is involved in the input or development of a Customer Improvement, Workday owns all right, title, and interest in and to such Customer Improvement and Customer has a non -exclusive, royalty -free licen se to use such Customer Improvement solely for its internal business purposes. To the extent Customer discloses any portion of a Customer Improvement to Workday or others, except for any Customer Confidential Information included therein, Customer grants W orkday a perpetual, irrevocable, non -exclusive, royalty -free license to use such Customer Improvement for any purpose whatsoever. In addition, Customer acknowledges that Workday may independently create and use material that is substantially similar to Customer Improvements. Customer shall reproduce all Workday proprietary rights notices and headings on any full or partial copies of Workday material provided as part of the Program, in the same manner in which such notices were set forth in the original. Wor kday reserves all rights not Agreement #378098 - Confidential
Order Form (Training) - City of Santa Maria
©2022 Workday
expressly granted hereunder, including all related Intellectual Property Rights. No rights are granted to Customer other than as expressly specified.
6. Learn On-Demand Administrator Training Kit. A Learn On-Demand Administrator Training Kit is a bundle of training courses covering related training concepts. The Customer will have access to designate up to the specified number of “Named Users”. A “Named User” is an employee or independent contractor of Customer for which Customer has provided Workday a valid name and e-mail address through the Workday Customer Center, thereby authorizing Workday to provide access to such individual. Workday shall assign each Named User a password granting the Named User access to the applicable content. Customer’s Training Coordinator may update the list of Named Users from time to time. Each Named User may access all of the content within the specified Kit during the Order Term.
7. Miscellaneous Training Terms. Workday training is for use by Customer employees and independent contractors only and for purposes consistent with the MSA. In no event will Customer allow third parties to access or use Workday training or related materials, including, but not limited to, other existing or potential Workday customers or partners. Workday training courses may not be videotaped, recorded, downloaded or duplicated without Workday’s prior written consent. Customer will pay for all training courses taken under Customer’s account (included courses not timely cancelled). Workday may utilize external systems for learning management, enrollment, course tracking, and to facilitate testing. Customer understands that any such system is not part of the Workday Service, although Workday’s confidentiality obligations shall apply.
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Workday 2022R1
Standard Report Examples
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Workday delivers over 4,000 standard reports, all with interactive functionality to get to the data you need. These standard reports are developed by Workday and delivered to all eligible Workday customers. Below are just a few of some commonly used standard reports as a reference.
Table of Contents
HCM Reports ................................................................................................................................................. 5 Benefits Reports ........................................................................................................................................ 5 Benefit Changes .................................................................................................................................... 5 Benefit Census ...................................................................................................................................... 6 Benefits Premium Report – Health Care ............................................................................................... 7 Compensation Reports ............................................................................................................................. 8 Compare Workers ................................................................................................................................. 8 HCM Core Reports .................................................................................................................................... 9 Headcount by Years of Service.............................................................................................................. 9 Find Workers ....................................................................................................................................... 11 Processes Awaiting Me ....................................................................................................................... 12 Compare Team .................................................................................................................................... 13 Directory by Location – Indexed ......................................................................................................... 14 Payroll Reports ........................................................................................................................................ 15 Pay Calculation Results – Deduction Register ..................................................................................... 15 Pay Calculation Results – Earning Register ......................................................................................... 16 Payroll Accounting by Company/Period ............................................................................................. 17 Payroll Register ................................................................................................................................... 19 YTD Payroll Totals for Workers ........................................................................................................... 21 Recruiting Reports .................................................................................................................................. 23 Source Effectiveness ........................................................................................................................... 23 Candidate Pipeline Summary .............................................................................................................. 25 Job Requisition Aging – Indexed ......................................................................................................... 26 Candidate Flow ................................................................................................................................... 28 Open Job Requisitions by Organization – Indexed ............................................................................. 29 Time to Fill ........................................................................................................................................... 30 Time and Absence Reports ..................................................................................................................... 32 Compare Reported and Scheduled Hours – Details ............................................................................ 32 Time Block Audit ................................................................................................................................. 33 CONFIDENTIAL PAGE 3 OF 86
View Schedule for Worker .................................................................................................................. 34 Finance Reports .......................................................................................................................................... 35 Accounting Reports ................................................................................................................................. 35 Find Journal Lines ................................................................................................................................ 35 Trial Balance ........................................................................................................................................ 37 Balance Sheet ...................................................................................................................................... 39 Income Statement............................................................................................................................... 41 Banking Reports ...................................................................................................................................... 43 Balance by Bank Account .................................................................................................................... 43 Bank Reconciliation Detail Report ...................................................................................................... 44 Business Assets Reports .......................................................................................................................... 45 Asset Deprecation Forecast ................................................................................................................ 47 Asset Net Book Value Summary ......................................................................................................... 48 Standard Composite Asset Roll Forward Report Template ................................................................ 50 Customer Accounts Reports ................................................................................................................... 52 Find Customer Invoices ....................................................................................................................... 52 Find Customer Payments .................................................................................................................... 55 Find Customers ................................................................................................................................... 57 Receivables Aging................................................................................................................................ 59 Expense Report Reports .......................................................................................................................... 61 Expenses by Cost Center ..................................................................................................................... 61 Find Expense Reports .......................................................................................................................... 63 Procurement Reports .............................................................................................................................. 65 Find Purchase Orders .......................................................................................................................... 65 Find Receipts ....................................................................................................................................... 67 Find Requisitions ................................................................................................................................. 69 Top Suppliers by Spend ....................................................................................................................... 71 Settlements Reports ............................................................................................................................... 73 Find Payments ..................................................................................................................................... 73 Find Settlement Runs .......................................................................................................................... 75 Supplier Accounts Reports ...................................................................................................................... 76 Find Supplier Invoices ......................................................................................................................... 76 Find Suppliers ...................................................................................................................................... 78 CONFIDENTIAL PAGE 4 OF 86
Payables Aging Detail .......................................................................................................................... 80 Supplier Payments .............................................................................................................................. 82 Top Suppliers by Purchasing Amount ................................................................................................. 83 View Check Register ............................................................................................................................ 85
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HCM Reports
Benefits Reports
Benefit Changes
Report Type
Report Writer
Report Description
View a list of benefit changes for one or more employees within a specific benefit group. Details include the coverage type, date of the event, event type, benefit plans involved, coverage, and dependents.
Prompts
Report Output
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Benefit Census
Report Type
Report Writer
Report Description
View workers who meet the criteria defined by the eligibility rule associated with a specific benefit group. Details include demographic and job-related information about workers and their current benefit elections. Enables you to communicate benefit enrollment information to external benefit partners.
Prompts
Report Output
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Benefits Premium Report – Health Care
Report Type
Report Writer
Report Description
View a list of benefit plan costs for a specific time period, one or more benefit plans, and frequency.
Details include the plan name, coverage, number of employees in the plan, employee pretax cost, employee post tax cost, employer cost, and total premium amount. This report can be used to reconcile the premiums with the providers.
Prompts
Report Output
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Compensation Reports
Compare Workers
Report Type
Report Writer
Report Description
This report returns workers based on a prompt allowing the user to compare attributes across the prompted workers.
Prompts
Report Output
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HCM Core Reports
Headcount by Years of Service
Report Type
Report Writer
Report Description
This report shows headcount of employees by years of service for the selected supervisory organization’s. Processing user is prompted for supervisor organization and whether to include subordinate organizations.
Prompts
Report Output
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View By Objects (sample)
Age Group, Cost Center, Company, Compensation Grade, Worker Type, Gender, Is Active Student?, Job Profile.
Detail View Output
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Find Workers
Report Type
Report Writer
Report Description
This interactive report returns workers in a supervisory organization, and allows the user to filter the workers based on parameters such as Potential, Degree, School, and Location.
Prompts
<None>
Report Output
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Processes Awaiting Me
Report Type
Report Writer
Report Description
This report shows managers the Workday business processes that are waiting for action by the manager running the report.
Prompts
Report Output
- You may click on the link in the Business Process field to navigate to the specific event awaiting action from you.
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Compare Team
Report Type
Report Writer
Report Description
This report will show Worker results based on a prompted organization. Workers will populate the columns of the report and job attributes as rows allowing you to easily compare these attributes across the Workers in the Organization.
Prompts
Report Output
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Directory by Location – Indexed
Report Type
Report Writer
Report Description
View a directory of workers in a Business Site. Details include the worker phone number and email, title, organization, and business site phone number.
Prompts
Report Output
- Within the Social Media field you may click on a specific Social Network to link to that person’s Social Media page, if that data is provided by the person.
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Payroll Reports
Pay Calculation Results – Deduction Register
Report Type
Report Writer
Report Description
View all workers with selected deductions in one or more periods and pay run groups or pay groups. For each deduction you can view the deduction amount together with the associated company, cost center, pay component group(s) and arrears amount, if any.
Prompts
Report Output
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Pay Calculation Results – Earning Register
Report Type
Report Writer
Report Description
View summary payroll results for a group of workers in one or more pay periods, including period date and type, the pay group that a worker belongs to for this calculation, worker names and positions, payroll run status, pay amounts such as gross pay, taxes and deductions, and net pay, the date and time the payroll result was calculated, and payroll accounting status. You can also take related actions on a payroll result.
Prompts
Report Output
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Payroll Accounting by Company/Period
Report Type
Report Writer
Report Description
This report returns Accounting results grouped by Ledger Account and separated by Debits, Credits, and Net Amount.
Prompts
Report Output
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Detail Output
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Payroll Register
Report Type
XpressO
Report Description
This report pull data from the Payroll Register based on prompted values. This data is only viewable in PDF or Excel format and is selectable based on the prompt.
Prompts
Report Output – Excel
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Report Output – PDF
- Based on the value that you chose from the prompts to group by, a single page of the PDF will be dedicated to each portion of the group.
- In this example there is one page per Cost Center.
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YTD Payroll Totals for Workers
Report Type
Report Writer
Report Description
This report returns YTD values across Gross Pay, Employer Paid Taxes, and Employer Paid Benefits grouped by Worker.
Prompts
Report Output
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Detail Output
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Recruiting Reports
Source Effectiveness
Report Type
Report Writer
Report Description
View recruiting source types and the number of active candidates associated with the source.
Prompts
Report Output
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Detail Output
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Candidate Pipeline Summary
Report Type
Report Writer
Report Description
View Candidates by Stage.
Prompts
<None>
Report Output
Detail Output
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Job Requisition Aging – Indexed
Report Type
Report Writer
Report Description
View the number of job requisitions that have been open for under 30 days, 30 - 59 days, 60 - 89 days, and 90+ days based on the difference between the current date and recruiting start date.
Prompts
Report Output
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Detail Output
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Candidate Flow
Report Type
Report Writer
Report Description
View candidates, their race, ethnicity information, recruiting process information, and job information.
Prompts
Report Output
- Clicking on the object within the Candidate field will navigate you to that specific Job Application.
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Open Job Requisitions by Organization – Indexed
Report Type
Report Writer
Report Description
This report shows open job requisitions for the selected supervisory organization/s. Processing user is prompted for supervisory organization and whether to include subordinate organizations.
Prompts
Report Output
- Clicking on the object within the Job Requisition field will navigate you to that specific Job Requisition.
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Time to Fill
Report Type
Report Writer
Report Description
View the number of requisitions by recruiter that have been filled for under 30 days, 30 - 59 days, 60 - 89 days, and 90+ days based on defined start and end dates, minus any days that the requisition was frozen.
You can also see detailed information about the requisitions within each time bracket.
Prompts
Report Output
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Detail Output
- Clicking on the object within the Job Requisition field will navigate you to that specific Job Requisition.
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Time and Absence Reports
Compare Reported and Scheduled Hours – Details
Report Type
Report Writer
Report Description
View the difference between the reported and scheduled hours for the workers in your supervisory organization(s) by week for a specified date range. The worklet doesn't include reported hours that haven't been submitted.
The worklet displays zero for workers that have no difference on a given week, a positive number for workers that reported more hours than they were scheduled to work, and a negative number for workers that reported fewer hours.
Prompts
Report Output
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Time Block Audit
Report Type
Report Writer
Report Description
The Time Block Audit report provides the creation and modification details for time blocks over a specified period, including time block/TCE modifier, mode of entry, and any related time clock events.
This report excludes System Generated time blocks, such as meal break penalties.
Prompts
Report Output
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View Schedule for Worker
Report Type
XpressO
Report Description
This report returns the Schedule for a prompted Worker.
Prompts
Report Output
- Clicking on a Time Block will open the details of that block.
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Finance Reports
Accounting Reports
Find Journal Lines
Report Type
Report Writer
Report Description
Use this standard report to find one or more journal lines. The more criteria you provide, the more targeted the list that is returned.
Prompts
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Report Output
- Clicking the magnifying glass will navigate you to the specific Journal Entry.
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Trial Balance
Report Type
XpressO
Report Description
View a trial balance consolidated across companies. The consolidated trial balance displays only the ending balance for each company. A company hierarchy enabled for consolidation is required. If the reporting currency is different from any of the company currencies translation occurs and an account translation rule set is required.
Prompts
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Report Output
Detail Output
- Clicking the magnifying glass will navigate you to the specific Journal Entry.
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Balance Sheet
Report Type
Report Writer
Report Description
View a Balance Sheet for a Company or Company Hierarchy. The Balance Sheet uses the Journal Lines for Financial Reporting data source and compares YTD Actuals against Prior YTD Actuals. The rows in this report are defined using Workday owned Aliases. In order to run this report you must run the task:
Map Standard Aliases and map ALL of the Alias values defined in this report.
Prompts
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Report Output
- Clicking on the Outline arrow will expand the Assets field to display -
Detail Output
- Clicking the magnifying glass will navigate you to the specific Journal Entry.
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Income Statement
Report Type
Report Writer
Report Description
View an Income Statement for a Company or Company Hierarchy. The Income Statement uses the Journal Lines for Financial Reporting data source and compares YTD Actuals against Prior YTD Actuals.
The rows in this report are defined using Workday owned Aliases. In order to run this report you must run the task: Map Standard Aliases and map ALL of the Alias values defined in this report.
Prompts
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Report Output
- Clicking on the Outline arrow will expand the Assets field to display -
Detail Output
- Clicking the magnifying glass will navigate you to the specific Journal Entry.
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Banking Reports
Balance by Bank Account
Report Type
Report Writer
Report Description
This report returns balances per configured Bank Account.
Prompts
Report Output
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Bank Reconciliation Detail Report
Report Type
XpressO
Report Description
This report returns details regarding prompted Bank Settlements. There is summary level information and detailed Cleared/Uncleared statement details.
Prompts
Report Output
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Business Assets Reports
Asset Cost Activity
Report Type
XpressO
Report Description
View the total cost activity of business assets by book by spend category for a selected ledger period.
View results by company or company hierarchy, by asset book based on the ledger accounting date, or the transaction effective date of the asset cost activity. Details for each spend category include beginning balance, balance for each type of activity that impacts cost (additions, adjustments, impairments, transfers in, transfers out, and disposals / reinstatements), and ending balance.
Prompts
Report Output
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Detail Output
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Asset Deprecation Forecast
Report Type
Report Writer
Report Description
View the sum of asset depreciation line amounts by cost center and fiscal period, and the sum for all included periods for each cost center. Enables you to report by company or company hierarchy, asset book and filter results by spend categories.
Prompts
Report Output
Detail Output
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Asset Net Book Value Summary
Report Type
XpressO
Report Description
View a summary of a company's asset cost, depreciation, net book value, and number of assets filtered by spend category for the selected period.
Prompts
Report Output
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Detail Output
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Standard Composite Asset Roll Forward Report Template
Report Type
Report Writer
Report Description
Copy the template to create a dynamic custom report specific to your organization's needs. This custom report accesses the journal lines as its primary object. Enables you to view the asset costs and the accumulated depreciation for a given reporting period and group certain assets by spend category.
Enables you to drill down to view reported amounts, create pivot tables based on the journal source, and calculate the summary for preceding and current reporting periods.
Prompts
Report Output
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Detail Output
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Customer Accounts Reports
Find Customer Invoices
Report Type
XpressO
Report Description
View the invoice or adjustment number, company, status, customer, invoice date, memo, discount date, due date, invoice amount, amount due and adjustment.
Prompts
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Report Output
- Click the object within the Custom Invoice field to view details of that Customer Invoice.
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Find Customer Payments
Report Type
Report Writer
Report Description
This report returns Customer Payment lines by Transaction. Provides details such as Payment Date, Company, Payment Type, and Payment Status.
Prompts
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Report Output
- Click the magnifying glass to view the Payment.
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Find Customers
Report Type
Report Writer
Report Description
This report provides the ability to find customers based on key customer attributes such as customer name, status, customer category, customer group, payment type, payment terms, parent customer, etc.
Prompts
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Report Output
- Click the magnifying glass to view the Customer Setup page.
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Receivables Aging
Report Type
XpressO
Report Description
View each customer's receivables by age bracket. Details include unapplied payments, pending payments and the total of all aging brackets You can drill into aging amounts to see a list of the relevant transactions and their details.
Prompts
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Report Output
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Expense Report Reports
Expenses by Cost Center
Report Type
Report Writer
Report Description
This report details expenses by cost center based on accounting date of the expense line. This report requires prompts for Company, From and To Accounting Dates, and Reporting Currency.
Prompts
Report Output
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Detail Output
- Click the magnifying glass to view the Expense Report.
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Find Expense Reports
Report Type
Report Writer
Report Description
Find expense reports matching the criteria you specify. Check expense report statuses or perform related actions such as change, copy, cancel, or pay; depending on the status of the report.
Prompts
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Report Output
- Click on the object within the Expense Report field to navigate to the specific Expense Report.
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Procurement Reports
Find Purchase Orders
Report Type
XpressO
Report Description
View purchase order information for all seleted purchase orders. Details include version, company, PO status, memo, supplier, PO date, due date, amount, currency, supplier contract, and a list of receipts and invoices for each purchase order. You can drill into the receipts and invoices for more information.
Prompts
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Report Output
- You can click the magnifying glass to view the specific Purchase Order.
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Find Receipts
Report Type
Report Writer
Report Description
This report returns a list of Receipts based on prompted values. This provides the ability to action off of the Receipt object, view Receipt Date, Purchase Order, Company, Supplier, etc.
Prompts
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Report Output
- Click on the object within the Receipt field to navigate to that specific Receipt. - Click on the object within the Purchase Order field to navigate to that specific Purchase Order.
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Find Requisitions
Report Type
XpressO
Report Description
View each requisition, company, requester, date, amount, currency, and status. Enables you to track the progress of specified requisitions or edit in-progress requisitions.
Prompts
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Report Output
- Click on the magnifying glass to view the specific Requisition.
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Top Suppliers by Spend
Report Type
Report Writer
Report Description
Displays invoice spend in reported currency.
Prompts
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Report Output
Detail Output
- Click on the object within the Supplier Invoice field to navigate to that Supplier Invoice.
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Settlements Reports
Find Payments
Report Type
Report Writer
Report Description
This report returns a list of payments based on prompted values.
Prompts
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Report Output
- Click on the magnifying glass to view the specific Payment.
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Find Settlement Runs
Report Type
Report Writer
Report Description
This report returns a list of financial Settlement Runs based on prompted values.
Prompts
Report Output
- Click the magnifying glass to view the specific Settlement Run.
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Supplier Accounts Reports
Find Supplier Invoices
Report Type
Report Writer
Report Description
View the invoice or adjustment number, company, status, supplier, invoice date, memo, discount date, due date, invoice amount, amount due and adjustment for entered supplier invoices.
Prompts
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Report Output
- Click on the magnifying glass to view the specific Supplier Invoice. - Click on the object within the Purchase Order field to navigate to that specific Purchase Order.
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Find Suppliers
Report Type
Report Writer
Report Description
View selected suppliers. Details include supplier name, supplier ID, status, supplier category, supplier group, customer account number, address information, parent supplier and 1099 applicability.
Prompts
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Report Output
- Click on the magnifying glass to view that specific Supplier.
CONFIDENTIAL PAGE 80 OF 86
Payables Aging Detail
Report Type
XpressO
Report Description
View outstanding payable amounts for each supplier by age bracket. Details include payments that are unpaid or partially paid and the totals across all aging brackets. You can drill into aging amounts to see a list of the relevant transactions and their details.
Prompts
CONFIDENTIAL PAGE 81 OF 86
Report Output
- Click the object within the Transaction field to navigate to that specific Transaction.
CONFIDENTIAL PAGE 82 OF 86
Supplier Payments
Report Type
XpressO
Report Description
View supplier payments with date, supplier, payment type, amount, supplier invoice number, and discount.
Prompts
Report Output
- Click on the object within the Transaction field to navigate to that specific Transaction
CONFIDENTIAL PAGE 83 OF 86
Top Suppliers by Purchasing Amount
Report Type
Report Writer
Report Description
Displays the top suppliers by Purchase Order spend (in reported currency selected).
Prompts
CONFIDENTIAL PAGE 84 OF 86
Report Output
Detail Output
- Click on the object within the Purchase Order field to navigate to that specific Purchase Order.
CONFIDENTIAL PAGE 85 OF 86
View Check Register
Report Type
Report Writer
Report Description
This report returns lines for checks by prompted Bank Account. Can set parameters around Payment Start and End dates and categories.
Prompts
Report Output
- Click on the magnifying glass to view that specific Check.
Workday 2022 R1 Standard Reports
This list is representative of the Standard Reports provided by Workday, with total reports by Product and representative exa mples from each area. Actual available list within tenant may vary and will depend on specific product SKUs and tenant configuration.
CONFIDENTIAL Page 1 of 3
Absence Management: 82 Total Reports Including...
…..Absence Configuration Snapshots
…..All Absence Balances
…..All Absence Tables
…..All Absence Threshold Schedules
…..All Accruals
…..All Balance Periods
…..All Leave Families
…..All Leave Type Security Segments
…..All Time Off Plans
…..All Time Off Security Segments
Adoption: 22 Total Reports Including...
…..View Adoption Customer Releases
…..View All Adoption Item Business Risks
…..View All Adoption Item Priorities
…..View All Adoption Item Roadmap Categories
…..View All Adoption Item Statuses
…..View All Adoption Item Types
…..View All Adoption Item Urgencies
…..View All Adoption Item Values
…..View All Adoption Item Work Efforts
…..View Mapping to Adoption Item (Workday Owned)
Assets: 36 Total Reports Including...
…..Asset Disposal Types
…..Find Depreciation Profile
…..My Company Property
…..Navigate Spend Category Hierarchy
…..Preview Depreciation Schedule
…..View Asset Book Rules
…..View Asset Books
…..View Asset Classes
…..View Asset Cost Adjustment Reasons
…..View Asset Impairment Reasons
Benchmarking and DaaS Data Sets: 12 Total Reports Including... …..Benchmark Definitions
…..Benchmark Values As a Source for Scorecard
…..Benchmark vs. Actual
…..Benchmark vs. Actual by Period Range
…..Benchmark vs. Actual for Financial Management
…..Compensation Benchmark Values Sample
…..Tracked Worker Months Report
…..View Benchmark Subcategory Security Segment
…..View Job Profile Eligibility for Dimension Mapping
…..Workday Benchmarking Job Profile Catalog and Mappings
Benefits: 99 Total Reports Including...
…..Active and Completed Open Enrollment Status Report
…..Active Court Orders
…..Active Employees Not Eligible for Benefits
…..All Dependents With Same National ID
…..All Workers that Require a Printed 1095-C Form
…..Audit - Medicare Integration Personal Data Differences …..Benefit Changes
…..Benefit Census
…..Benefit Corrections in Progress Audit
…..Benefit Elections with Elect and Waive ON
Benefits ACA: 21 Total Reports Including...
…..1095-C Eligible Employees by State or Region
…..ACA 1094-C Form/Box Tester
…..ACA 1095-C Form/Box Tester
…..ACA Initial (New Hire) Measurement Period Tester
…..ACA Qualified Employees Enrollment Count
…..ACA Transmission Status Report
…..Affordable Care Act
…..Part-Time Employees Working More Than Federal Full-Time Standard
…..View 1094-C FTE and Total Count Details
…..View 1095-C Form Recipient Data
Budgets: 41 Total Reports Including...
…..Plan Group
…..Plan Structures
…..View Award and Award Proposal Budget Structure Mappings …..View Budget Amendment Types
…..View Budget Check Options
…..View Cost of Workforce Mapping
…..View Fringe Rate Tables for Position Budgets
…..View Plan Import Modes
…..View Plan Template Definition
Cash: 176 Total Reports Including...
…..1099 Data Audit - Ad Hoc Payments with 1099 Spend Categories and non-1099 Payees
…..Book to Bank By Bank Account Currency Report
…..Book to Bank Summary - Bank Account Balance
…..Book to Bank Summary - Cash Journals in Error
…..Book to Bank Summary - Cross Period Reconciled Bank Statement Lines
…..Book to Bank Summary - Cross Period Reconciled Operational Transactions
…..View Investor
…..View Investor Contacts
Close: 72 Total Reports Including...
…..Balance Sheet - Consolidated
…..Balance Sheet Retained Earnings Reconciliation
…..Income Statement Retained Earnings Reconciliation
…..Commitment Balance to Payroll Commitment Reconciliation Report …..Expense Payables to Worker Expense Balances Reconciliation …..Expense Payables to Worker Expense Balances Reconciliation Exception Summary
…..Finance Lease Accounting Balance Sheet Reconciliation …..Operating Lease Accounting Balance Sheet Reconciliation …..Receivables to Customer Balances Reconciliation
Compensation: 213 Total Reports Including...
…..Activity Pay - Remaining Balance Costing Estimates
…..Actual Increase less than Statutory Minimum %
…..Allowance Plan
…..Audit - Inactive Employee Jobs with Open Activity Pay …..Audit Compensation Grade
…..View Total Rewards Rule
…..View Total Rewards Rules
…..View Total Rewards Section
…..View Total Rewards Template
Compliance: 38 Total Reports Including...
…..Identifier Summary
…..Integration IDs
…..National ID Types
…..Sequence Generator Padding Report
…..View Additional Government ID Types
…..View Blank Reference IDs
…..View Custom ID Types
…..View ID Definition / Gapless Sequence Generator
…..View ID Definition / Sequence Generator
…..View Journal Sequencing Groups
Customer Accounts: 177 Total Reports Including...
…..Billing Cycles
…..Customer Categories
…..Customer Contract Amendment Types
…..Customer Contract Types
…..Customer Groups
…..Customer Invoice Types
…..Customer Payment Application Reasons
…..Date Milestone Types
…..Edit Customer
…..Financial Messages
…..Object Transporter Supported Objects (OX)
…..Preview Recipe Execution
…..View Configuration Package
Workday 2022 R1 Standard Reports
This list is representative of the Standard Reports provided by Workday, with total reports by Product and representative exa mples from each area. Actual available list within tenant may vary and will depend on specific product SKUs and tenant configuration.
CONFIDENTIAL Page 2 of 3
…..View Security Configuration Package
…..View Document
…..View DocuSign Anchor Text
…..View Text Block
…..View Text Block Categories
…..View Text Block Category
Expenses: 82 Total Reports Including...
…..Expense Item Group
…..Maintain Airports
…..Maintain Hotels
…..Maintain Travel Cities
…..Navigate Spend Category Hierarchy
…..View Airlines
…..View Business Purposes
…..View Car Rental Agencies
…..View Company Expenses Options
…..View Credit Card Transaction Types
…..Average Compa-Ratio by Job Profile and Quarter
…..Average Total Compensation by Country and Quarter
…..Headcount and FTE by Month
…..Headcount by Supervisory Organization Hierarchy and Month …..Hires and Terminations by Quarter
…..Span of Control by Quarter
…..Terminations by Performance Rating and Quarter
…..Terminations by Type and Quarter
…..Turnover Rate by Supervisory Hierarchy and Quarter
…..Worker Trending Audit
FIN Core: 246 Total Reports Including...
…..Find Invoices without a Schedule for Withholding Tax with Accumulated Thresholds
…..Find Tax Declarations
…..Find Tax Rule for Item Lines
…..Tax Declaration
…..Transaction Tax Detail for Tax on Invoice Transactions …..View Fiscal Schedule
…..View Fiscal Summary Schedule
…..View Fiscal Year
…..View Loan Investor Type
…..View Loan Referral Type
…..Union Membership Audit
…..Unions
…..View Collective Agreement
…..View Collective Agreement Factor Options
…..View Union
…..View Union Membership History
…..View Union Membership Types
Grants: 132 Total Reports Including...
…..Award Amendment and Correction Reasons
…..Award Historical Cumulative Amounts
…..Award Purpose Codes
…..Award Sponsor NSF Code Allocation
…..Complete Award Tasks
…..Find Award Group
…..Find Summary Reimbursable Setup
…..Maintain Basic Grants
…..Maintain Salary Over The Cap Type
…..Navigate Grant
HCM Top: 115 Total Reports Including...
…..Address Formats for Country
…..Countries and Their Address Components Summary
…..Countries and Their Person Name Components Summary
…..Country Summary
…..Invalid Postal Codes for ~Pre Hires~
…..Invalid Postal Codes for Workers
…..Name Formats for Country
…..Name Types
…..Report to Populate Full Name for Malaysia and Singapore …..View Name Components by Country
HR Core: 393 Total Reports Including...
…..All Ineligible Student Employees
…..External Student Migration
…..Find External Students
…..Former Worker Documents
…..Ineligible Student Employees
…..Pre-verify Student Employment Eligibility
…..Upcoming Student Employment End Dates
…..View Academic Levels
…..View Academic Standings
…..View All Student Employment Eligibility Rule Sets
Job Req: 24 Total Reports Including...
…..Find Employment Agreements
…..Interview Results Entered by
…..Interview Results for Pre-Hire
…..Overlap Workers
…..Positions with Overlap
…..Pre-Hire ID Information
…..Pre-Hire Names
…..Pre-Hire Pools
…..Pre-Hires for Job
…..Pre-Hires I Entered
…..Role Assignees with Highest Role Assignment Snapshot Volume …..Role Assignment Snapshots for Role Assignee
Payroll Core: 542 Total Reports Including...
…..All External Payroll Deductions
…..All External Payroll Earnings
…..All Position Restrictions Costing Allocations
…..All Workers Costing Allocations
…..Bonus and One-Time Payments
…..Data Changes Audit
…..External Payroll Actuals
…..External Payroll Input by Batch ID
…..External Payroll Results for Worker
…..External Payroll Results for Workers
Performance: 35 Total Reports Including...
…..Employee Review Ratings
…..Employee Reviews
…..My Goals
…..My Team's Goals
…..My Team's Review Ratings
…..Navigate Goal
…..Performance Ratings Distribution
…..View Goal Alignment
…..View My Goal Alignment
…..View Organization Goals
Person: 57 Total Reports Including...
…..Add Emergency Contact
…..Addresses for Country - Proposed Local
…..Addresses with Country Region Dropped
…..My Contact Information
…..My Emergency Contacts
…..My Primary Address Changes
…..My Social Networks
…..Payment Elections
…..Skills and Experience
…..View My Form I-9
Procurement: 133 Total Reports Including...
…..Budget vs Actual Spend by Quarter
…..Edit Receipt
…..Find Advanced Ship Notices (ASN)
…..Find Catalog Loads
…..Find Internal Catalog Loads
…..Find Internal Service Deliveries
…..Find Invoices for Supplier Contact
…..Find Purchase Order Acknowledgements
…..Find Request for Quotes (RFQ)
…..View Request for Quote Print Layout
Workday 2022 R1 Standard Reports
This list is representative of the Standard Reports provided by Workday, with total reports by Product and representative exa mples from each area. Actual available list within tenant may vary and will depend on specific product SKUs and tenant configuration.
CONFIDENTIAL Page 3 of 3
Recruiting: 123 Total Reports Including...
…..Agency Job Applications
…..Agency Performance Summary
…..All Recruiting Self-Schedule Calendars
…..Candidate Apply Flow Page Conversion (Drop Off)
…..Candidate Drop Off Details
…..Candidate Drop Off Summary
…..Candidate Flow
…..Candidate Flow Summary
…..Candidate Hire
…..Candidate Interview Feedback History
…..Billable Project Revenue Activity Report
…..Currency Rate Detail for Revenue Recognition Installment Line …..Customer Contract Change Orders
…..Customer Retention Balance
…..Deferred Revenue By Contract Report
…..Find Intercompany Billable Transactions
…..Find Intercompany Contracts
…..Impacted Prepaid Billing Schedules and Invoices
…..Manage Percent Complete Configurations
Settlements: 43 Total Reports Including...
…..Current Settlement Configuration
…..Find Bank Institution Record: Branches
…..Find Bank Institution Record: Institutions
…..Invoice Adjustment Reasons
…..Payment Election Rules
…..Payment Types
…..Sample Check Images
…..View Bank Routing Rule
…..View Check Print Layout (XSLT)
…..View Check Print Layout with Report Design
…..Find Supplier Duplicates
…..Find Supplier Events
…..Supplier Change History
Supplier Accounts: 77 Total Reports Including...
…..1099 Audit Report
…..Ad Hoc Bank Transactions 1099 eligible not marked 'Include in 1099'
…..Duplicate Supplier Taxpayer ID Number Report
…..Find Spend Categories
…..Find Supplier Invoice History
…..Find Suppliers
…..Navigate Spend Category Hierarchy
…..Payment Terms
…..Reasons for Supplier Status Change
…..Supplier Categories
Time Tracking: 93 Total Reports Including...
…..View Calendar Events in Date Range
…..View FLSA Work Period Calendar
…..View FLSA Work Period Calendar Rule
…..View FLSA Work Period Calendar Rules
…..View Holiday Calendar
…..View Holiday/Work Schedule Calendar Rule
…..View Holiday/Work Schedule Calendar Rules
…..View Payroll Work Period Type
…..View UK SSP Work Schedule Calendar
…..View UK SSP Work Schedule Calendar Rule
Tools: 136 Total Reports Including...
…..All Pay Results Blocking Tenant Proration Option Changes …..Create Custom Field Type
…..Custom Fields Status Report
…..Custom Object Definitions
…..Device Log On Trend Report
…..Document Categories
…..Edit Custom Object
…..Edit Tenant Setup - Worklets
…..Enable Machine Learning for Financials
…..View Selected Additional Data
Workday Scheduling: 20 Total Reports Including...
…..All Override Scheduling Settings Templates
…..My Schedule
…..My Work Open Shift Board
…..Schedule Workers
…..View Labor Demand for Scheduling Organization
…..View Meal Break Rule Set
…..View My Team’s Schedule
…..View My Work Availability
…..View Override Scheduling Settings Template
…..View Schedule for Worker
Workday Configurable Security Overview
2 Workday Configurable Security Overview
One of the biggest challenges with legacy ERP systems is the creation and management of users and user entitlements.
Often, users are created in one place, and set up with roles, managers, and related information while their authorization within the same system is governed and managed in
a separate administrative interface. This disconnected
model leads to significant security problems: orphan
accounts permeating ERP systems, heavy intervention
by IT to manage what users are authorized to see, and
users constantly traversing the system via promotions,
role changes, and dispositions—finding themselves either unable to access parts of the application needed to
perform their job, or receiving excessive entitlements in the system that they are not authorized to see.
Recognizing this problem, Workday built something
better. We did so by architecting the application with
a coherent data model and ensuring that configurable
security flowed throughout the system, helping to drive usability and prevent both data leakage and insufficient privileges. This resulted in a single security model used to secure data, people, and tasks in Workday applications.
Traditional ERP Cloud
Figure 1. Distributed and integrated
Workday: an Innovative, Object-Based System
Legacy ERP relies on metadata within a persistent
store to describe an application that contains its own
application logic in an entirely different place, which makes managing user privileges a nontrivial task. At
Workday, both the structure of our application (classes, relationships, and attributes) as well as the logic of our application (methods) are defined within a single object data model sitting in-memory. All parts of the object
model are defined as metadata. Instead of the thousands of relational tables and millions of lines of code used to define traditional enterprise software, Workday
applications consist of millions of metadata definitions.
With the application structure and logic collectively
defined as a set of metadata, changes are reflected
instantaneously throughout the system, whether you’re
making a policy change or a role modification to a user.
This is the value of having a single system organically architected on a modern object data model as opposed to a traditional ERP application with authorization and roles defined in a relational database.
How Security Flows Throughout the System
At its most basic level, the security flows in intuitive and seamless ways. A user moves into a management role,
and Workday dynamically adjusts the user’s tasks and
the level of visibility they have into their workforce.
This dynamic and contextual responsiveness is based on
two conceptual areas of the system: security groups and security policies .
Users and integration systems are organized into security groups that are classified according to the logical grouping method, such as role-based (HR analyst, project controller, and so on), location-based (for example, New York City), integration-based (such as CRM system integration user), and much more.
3 Workday supports the ability to create custom security groups, and there is no limit to the number of security groups that can exist in the system. Workday also provides the ability to create intersection groups (and relationships; for example, sales employees in Chicago) and aggregation groups (or relationships; for example, service center
employees based in New York and Boston all possess
certain access rights), along with many permutations and combinations of the two. Unlike legacy ERP, which delivers an essentially “empty” application, Workday delivers a
large number of security configurations to speed time to deployment, taking continual input from our live customers and tailoring the out-of-the-box security model to more closely meet the end-state needs desired by new customers.
It should also be noted that some security groups are
inherently constrained, while others are unconstrained.
Consider a role-based group entitled “Manager.” This group, if constrained, will naturally enforce certain constraints so members of the “Manager” group will only have visibility into their direct reports. So, for example, the “Manager” security group may be set up with policy permissions to see the total base pay of employees, but because their role as a manager is constrained, they will only see the total base pay of their direct reports. By comparison, an unconstrained group provides users with access to all data instances
secured by the security group. Common use cases for
unconstrained groups include administrative roles tasked with reviewing system audits and security administrators.
Once users and integrations are set into security groups, the second leg of configurable security comes into play, connecting these security groups to discrete permissions called security policies (see Figure 2).
Workday User
Human or
Machine
Configurable Security
Security
Groups
Workday Content
Security
Policies
Figure 2
Security policies span the entire application, which itself is organized into functional areas. These functional areas are groupings of data and tasks, including those related to onboarding, performance, academic faculty, financial accounting, benefits, and so on. Functional areas expose security policy configuration in two areas: domains and business processes .
If a domain security policy is related to an integration, the security group can be provided with GET or GET/PUT
policy permissions. If the policy is related to a user, then the user will be provided with VIEW or VIEW/MODIFY
policy permissions, depending on how you want to set up the policy (see Figure 3).
Security Policies
Functional Area
PerformanceOnboarding Benefits Compensation
Domain
Secure items that are
not business processes
Business Process
Secures business
processes
Figure 3
The business process security policy configuration permits administrators to determine who is authorized to initiate a business process, delegate steps in a business process, take actions on particular steps of a business process, and cancel and/or rescind a business process (among other
controls). Like domain policies, business process controls may apply to integrations as well as users, as a business process may be initiated by an integration, or it may
invoke an integration within the context of its flow.
To summarize, the things that can be seen and done by
users and systems are defined by domains and business
processes. Policies sit between these, subsequently
defining who (people and systems) can see and do what
(domains and business processes).
4 Role-Based Access Control
Given this set of configurable controls, Workday can be set up to support various access control models. The
most common model used in the industry is based on
user role (role-based access control, or RBAC). RBAC
restricts system access to appropriate users by aligning security policies with roles and not specific users. In doing so, users are aligned with a role or set of roles that determine what a user is able to see and do. Within Workday, RBAC is achieved simply by using role-based
security groups and setting corresponding domain and
business process security policies.
As the system of record, Workday can be used to provision user role information within an organization to downstream systems including enterprise LDAP solutions, such as Active Directory. In this way, Workday can be the starting point for enterprise identity administration and the single point for trusted reconciliation.
Contextual Workday
Because Workday is an object-based system, its security model is not limited to coarse-grained security policies common in legacy ERP systems (for example, being able
to see a tab or not see a tab). Instead, when Workday
enforces a security policy on a set of data, that policy is then adhered to throughout the system. Consider the
sharing of reports. In traditional BI systems, sharing a report provides the full set of data in the report to another user. In Workday, one can share a report with another
employee, but if that user is not authorized to see that information (given their security group memberships and the security policies corresponding to those groups), then they won’t see the data, or will only see a subset of it, depending on the data fields in question.
This means that an HR report with national identifiers— for example, shared with a manager without access to
the national identifiers field—will yield a report with the national identifier column empty, with the possible exception of the specific end user themselves (that is, being able to see their own national identifier).
If security policies for end users have been set up such that end users are not authorized to view their own
national identifier, then the column will not be present in the report at all, despite the report having been shared with said users. See Figures 4 and 5 below for examples of how a single report would display data selectively and contextually depending on user role.
Figure 4. Adiministrator view of report with PII
Figure 5. Non-administrator view of report with PII
Through the power of the single security model in
Workday, the restrictions applied in our examples above are applied throughout the system. The manager also
would not see national identifiers on the profile page or any integrations—mobile, or anywhere else in the system.
Security is defined in one place and applies throughout Workday. This is a tremendous TCO benefit when
compared to legacy applications with multiple security
models or security defined outside of the application.
1.925.951.9000 | 1.877.WORKDAY (1.877.967.5329) | Fax: 1.925.951.9001 | workday.com ©2018. Workday, Inc. All rights reserved. Workday and the Workday logo are registered trademarks of Workday, Inc. All other brand and product names are trademarks or registered trademarks of their respective holders. 20180328CONFIGSECURITY-ENUS But the granular and contextual nature of security
enforcement does not stop there. Depending on the role
and security policies, Workday will selectively render
what related actions a person can take on others. For
some end users, related actions may be limited to giving and receiving feedback, while managers may possess
the ability to initiate compensation changes. All of these controls are contextual and contingent on the security
groups and functional area policies configured in Workday.
Authentication, Meet Authorization
Being able to provide a robust method for supporting
security restrictions once a user is inside the application is great, but how do we marry that to the method by which
those users authenticate into the system? Common use
cases include sanctioning employee access to Workday
from home provided they cannot view sensitive data,
or requiring users to “step up” to a stronger method of authentication if they want to perform sensitive tasks (for example, run payroll). The idea is that we want to correlate the users LOA (level of assurance) with a discrete set of authorization permissions within the system.
This can be accomplished via several means. At a
minimum, we can enable “self-service only” restrictions on specific authentication methods. If a user comes in
from a non-corporate network—for example, non-VPN—
we can permit that home-based logon, but only for self- service tasks and prevent things such as exporting files as CSV or PDF, the ability to download files, and more.
Moving this use case a layer down, what about more-
granular restrictions? For example, depending on how
someone authenticates into Workday, we may not want
them to view national identifiers or financial data, and so on. Again, this is entirely possible by making use of the “allows access to security groups” specification within the tenant authentication policies configuration.
This is an access restriction at the domain level. If
someone comes in via their home network, for example,
they are only authorized within a subset of security
groups, which in turn only permits them to view
certain sets of data or use certain parts of the system (depending, of course, on the security policies).
In addition, Workday supports step-up authentication,
which allows customers to secure functional areas within the system to force users to reauthenticate to stronger LOAs when certain sensitive items in the system are
accessed. Any items associated with a domain or business process security policy can be covered and protected with a step-up authentication policy. As an example, when
step-up authentication is set up, organizations can force users running payroll to reauthenticate with the same
authentication method used to come into Workday once
more, or to truly step up and authenticate via a stronger medium, especially if the initial authentication occurred via single-factor authentication.
Conclusion
Workday is a contemporary, mature system providing a
range of functions, including human capital management, financials, and learning. Our success has been predicated on our architecture, organically developed as the “Power of One.” All Workday customers are on a single version
of Workday delivered over a single codeline and with a
single, consistent method for developing and executing
integrations, writing reports, and enforcing security. In so doing, Workday streamlines user management while
concurrently enabling powerful controls that are contextual, dynamically adjusted, update-safe, and easily configurable.
WORKDAY ® PROPRIETARY AND CONFIDENTIAL
©2021 WORKDAY , INC .
• Actual Increase Less Than Statutory Minimum %
• Allowance Plan
• Approve Compensation Award Proposals
• Audit Compensation Grade
• Average Base Pay
• Average Compa-Ratio by Job Profile and Quarter
• Average Total Compensation by Country and Quarter
• Base Pay
• Benchmark Jobs Audit
• Bonus & One-Time Payment History
• Bonus and One-Time Payments
• Bonus Payment History
• Bonus Payouts by Period
• Bonus Plan
• Compensation Analysis
• Compensation and Benefits
• Compensation Basis Analytics
• Compensation Changes Report
• Compensation Grade
• Compensation Grades Data
• Compensation Guidelines
• Compensation Matrix
• Compensation Package
• Compensation Packages
• Compensation Plan Assignment Audit
• Compensation Plan Assignments with End Dates
• Compensation Plan Assignments with Actual End Dates
• Compensation Plan Assignments with Expected End Dates • Compensation Plan End Date Audit
• Compensation Plans
• Compensation Review Employee Changes Audit
• Compensation Review Employee Participation Audit
• Compensation Review Participation Previous Award Proposals Report • Compensation Review Process Maintain Pools
• Compensation Review Process Search Employees
• Compensation Review Process Status Report
• Compensation Review Process Status Report By Hierarchy • Compensation Review Process View Organization
• Compensation Rule Assignment
• Compensation Spreadsheet
• Compensation Steps
WORKDAY ® PROPRIETARY AND CONFIDENTIAL
©2021 WORKDAY , INC .
• Compensation Summary
• Current Employee Detail Report
• Direct Reports Compensation Summary
• Direct Reports Market Position
• Eligible Earnings Override
• Eligible Period Activities for Employee
• Employee Compensation Audit
• Employee Benchmark Data
• Employee Compensation Details by Job Profile
• Employee Compensation Ranges for Job Profiles
• Employee Compensation Step Progression
• Employee Compensation Step Progression Audit
• Employee Grade Pay Range Analysis
• Employees Rehire Invalid Compensation Audit
• Employees Assigned Multiple Merit Plans
• Employees Assigned to Multiple Bonus Plans
• Employees Eligible for Next Compensation Step
• Employees with Compensation for Additional Jobs Audit • Employees without Eligible Earnings Override
• Employee Visibility Date Audit
• Employees without Unique Targets
• Estimated Compensation for a Period Report
• Future Payment Audit
• Future Payment Plan
• Future Payments
• High Risk Employees
• Hourly Plan
• In Progress Compensation Changes
• Job Profile Market Position
• Maintain Bonus Process Employee Participation
• Maintain Merit Process Employee Participation
• Market Range Analysis
• Merit Adjustments by Period
• Merit Awards On Hold Audit
• Merit Plan
• Merit Process - Employee Details
• Merit Process – Employee Details for Partners
• Model Allocations by Compensation Basis
• One-Time Payment History
• One-Time Payment Plan
• Organization Market Position
WORKDAY ® PROPRIETARY AND CONFIDENTIAL
©2021 WORKDAY , INC .
• Out of Order Compensation Changes
• Pay Range Analysis
• Pay Segment
• Performance / Pay Range
• Period Activity Pay Assignments
• Period Activity Payment Details
• Period Salary Plan
• Salary Plan
• Severance Event Totals
• Severance Process Status
• Target vs. Actual Bonus Payments
• Target vs. Actual Merit Increase
• Total Compensation
• Unit Salary Plan
• View Compa-Ratio Range
• View Bonus Calculation
• View Compensation Basis Adjustment process
• View Compensation Plan Remove Process
• View Compensation Plan Rollout Process
• View Employee Severance Worksheet
• View Future Payment Plan Assignments
• View Reimbursable Allowance Plan Activity
• View Statutory Compensation Statement History
•
Collaborative Solutions Response to the City of
Santa Maria, CA for an Enterprise Resource Planning
(ERP) Software and Implementation Service – Cost
Proposal
November 14, 2022
City of Santa Maria
Enterprise Resource Planning (ERP) Software
and Implementation Services – Cost
November 14, 2022
Collaborative Solutions, LLC. Proprietary & Confidential 2
Table of Contents
Table of Contents .................................................................................................................................... 2 Cost Proposal .......................................................................................................................................... 3 Pricing Format ...................................................................................................................................... 4
City of Santa Maria
Enterprise Resource Planning (ERP) Software
and Implementation Services – Cost
November 14, 2022
Collaborative Solutions, LLC. Proprietary & Confidential 3
Cost Proposal
• The City will not consider time and materials pricing. Vendors shall provide firm and fixed pricing based on the functionality described. For each item, indicate if the cost is one-time, annual, or other.
• The Vendor shall provide price information for each separate component of the proposed solution, as well as the costs of any modifications necessary to fully comply with the RFP specifications.
• In the event the product or service is provided at no additional cost, the item should be noted as "no charge" or words to that effect.
• In the event the product or service is not being included in the Vendor proposal, the item should be noted as "no bid".
• Vendors shall provide all pricing alternatives in these cost sheets. • Vendor shall provide prices in U.S. dollars.
• Vendor shall make clear the rationale and basis of calculation for all fees. • Vendors shall show separate subtotals for the required elements of the proposed solution, and for any layers of optional elements.
In presenting software subscription fees, the Vendor shall:
• Explain all factors that could affect subscription fees, • Indicate which product versions, operating platform(s), and machine classes are included for each price,
• Indicate whether a product is for “server” or “client,” as applicable; and, • Make clear the extent of any implementation services that are included in the subscription fees (installation, configuration, training, etc.)
To the extent possible, Vendors shall show any applicable discounts separately from the prices for products and services. The Vendor is encouraged to present alternatives to itemized costs and discounts, such as bundled pricing, if such pricing would be advantageous to the City.
The City reserves the right to pursue direct purchase of all items and services proposed, as well as to obtain independent financing.
City of Santa Maria
Enterprise Resource Planning (ERP) Software
and Implementation Services – Cost
November 14, 2022
Collaborative Solutions, LLC. Proprietary & Confidential 4
Pricing Format
Please complete the pricing forms that have been provided in the associated Microsoft Excel pricing spreadsheet ERP Software and Implementation Services – Pricing Forms. It is the responsibility of the Vendor to ensure the accuracy of the pricing provided as part of your response. Any errors in providing an accurate price response due to inaccuracies in the provided templates are the sole responsibility of the responding Vendor. If there is not enough space to describe the pricing on these forms, please attach a separate pricing page and provide the pricing information in the same type of format so that it is easy to understand. The City requests a firm, fixed price for each of the components described below that are included on the attached Microsoft Excel pricing spreadsheet as separate tabs:
• Vendor Checklist (including Hosting/Licensing Model, Travel & Lodging Costs, and Discount) • Proposal Summary (no direct input required)
• Module Summary (no direct input required)
• Application Software
• Other Software
• Hardware
• Implementation Services
• Data Conversion
• Train-the-Trainer Training
• Interfaces
• Other Implementation Services
• Managed Services
Workday & Collaborative Response:
For a detailed list of estimated integrations, please refer to Section 5.5 of the main response.
Data Conversion Code Details:
All data conversion is done by using our Data Gathering Workbooks that the customer completes. We encourage them to develop conversion scripts that are repeatable to complete these but manual completion by the customer is possible when populations are small. Collaborative Solutions does not complete these workbooks, we take the data and load it into Workday, using an array of tools including Advanced Loads and EIBs.
ERP Software and Implementation Services - Pricing Forms
Workday & Collaborative Solutions ADPCamAm Teller
DebtBookSpryPoint
Cognizant Workday Practice Travel & Expense Policy
This policy sets forth the Cognizant mandates with respect to the principles, responsibilities, and practices related to the incurrence, approval, and reimbursement of Business Travel expenses.
Purpose
• To furnish guidelines in fulfilling the requirements of both Cognizant Workday Practice and the IRS regarding legitimate and necessary business expenses. • To furnish guidelines for those who incur, authorize and/or approve reimbursable expenses.
Billable Travel
Billable travel refers to travel expenses incurred by Cognizant consultants in the course of customer work. Such travel expenses are reimbursable by the customer, as specified in a signed Statement of Work, or equivalent document.
Non Billable Travel
Examples of personal expenses that the City will not reimburse include but are not limited to: the personal portion of any trip; political or charitable contributions or events; unless otherwise indicated, family expenses including partner's expenses when accompanying official on agency-related business, as well as children or pet-related expenses; entertainment expenses, including theater, movies (either in-room or at the theater) sporting events (including gym, massage and/or golf-related expenses) or other cultural events; non-mileage personal automobile expenses, including damage or repairs, traffic and parking citations, insurance; and personal losses incurred while on City business. Any questions regarding the propriety of a particular type of expense should be resolved by the approving authority before the expense is incurred.
Receipts
Copies of original receipts will be included with invoices for all expenses other than cash tips - >USD $25 cash, >USD $75 Amex Card.
As a rule, all expenses incurred must be supported by valid receipts or invoices. American Express Corporate Card Statements are NOT acceptable in lieu of receipts.
Travel Arrangements
Cognizant has partnered with preferred suppliers and uses Concur to book Business travel.
Associates must book through preferred suppliers and consider less expensive travel options where available.
Air Travel
Associates must book airfare using Concur. All travel must be pre-approved before booking. To obtain the best rate, flight should be booked as far as advance as possible, but no later than 14 days for 3+ hour trips, and 7 days for international trips. All domestic flights will be booked as economy class only.
Lodging
Cognizant will attempt to book hotels where the customer has preferred pricing with hotels near their offices. Cognizant’s Workday Practice consultants are expected to book standard or corporate room rates only not to exceed $350 USD for cities identified in the Cognizant Global and Travel Expense policy if no negotiated rate is available.
Other cities will be capped at $300 USD in case there is no negotiated rate available.
Cognizant Workday Practice Travel and Expense Policy 2
Location Name
Menlo Park CA United States - US
New York NY United States - US
Foster City CA United States - US
Milpitas CA United States - US
Sunnyvale CA United States - US
San Jose CA United States - US
Millbrae CA United States - US
San Francisco CA United States - US
Santa Clara CA United States - US
Woodland Hills CA United States - US
San Mateo CA United States - US
Chicago IL United States - US
South San Francisco CA United States - US
Miami FL United States - US
San Rafael CA United States - US
Boston MA United States - US
Brooklyn NY United States - US
London - UK
Ground Transportation
MILEAGE: Customer will reimburse for business usage of personal cars at a standard mileage at 0.655 USD per Mile (Limited to maximum five hundred miles) or IRS standard mileage at the time of travel.
CAR RENTALS: Customer will reimburse for car rentals incurred while traveling for the customer’s engagement. Cognizant’s Workday Practice Engagement Manager will coordinate team's rentals to reduce expenses wherever possible.
TAXI, RIDESHARE AND PUBLIC TRANSPORT: Taxi rideshare, and public transportation are reimbursable with the submissions of proper receipts. Lyft and Uber are acceptable rideshare options.
MISCELLANEOUS: Customer will reimburse Cognizant consultant's other ground transportation travel expenses, such as taxi, airport shuttle, ferries, train/subway fares, tolls, and parking fees incurred during engagement‐related travel.
Meals
Customer will reimburse for meals incurred while traveling for customer's engagement. Cognizant’s Workday Practice guideline for these expenses (per person, including tip) is $50 USD per day inclusive of Breakfast, Lunch, Dinner, and all gratuities. Any overage to the daily limit will not be billed to the customer unless pre‐approved in writing by the customer. Itemized receipts will be provided for all meals over $25 (including tip).
Cognizant Workday Practice Travel and Expense Policy 3
Month Jun-24
Week
Beginning:
6/24/2024
7/1/2024
7/8/2024
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8/4/2025
8/11/2025
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9/1/2025
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10/27/2025
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12/1/2025
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1/5/2026
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1/26/2026
Week # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 Phase 1 FINS
Phase 2 HCM
Overall
Data
Conversion
Integrations
Teller
SpryPoint
Testing
OC&T
Project
Management
Quality
Assurance
Delivery
Assurance
Jan-26
PHASE 1 FINANCIALS
Phase 2 HCM
HCM HCM HCM HCM
Jul-25 Aug-25 Sep-25 Oct-25 Nov-25Jul-24 Aug-24 Sep-24 Oct-24 Strategy
7 wks
Test
13 wks
Deploy
5 wks
Post Production Support
8 wks
Dec-25Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Plan
6 wks
Architect & Configure
20 wks
HCM
Post Production
Support
7 wks
Strategy
2 wks
PLAN
5 wks
Architect & Configure
17 wks
HCM HCM
Test
9 wks
Parallel Test
9 wks
Deploy
5 wks
Strategy Kick-off
Strategy Planning
Strategy Workshops /
Sessions
Executive Readout
Project Initiation
FDM / Discovery
Sessions
Foundation
Tenant BuildData
Gathering and
Data Loading
Integration discovery & scope
Test Strategy & Test plan
Project Planning
OC&T Project plan
Data validation
Data strategy
KT Introduction
Project Kick-
Deployment &
Analysis
Training (Workday & 3rd
Party Vendors)
Architect
Sessions
Complete Configuration
Configuration
Tenant
Updates,
Smoke Testing,
CCSPrep
Customer
Confirmatio
n Sessions
E2E Tenant
Build
Review &
sign off
configuratio
n
workbooks
KT Preparation
Configuratio
n Unit
Testing
Data Cleansing
Data
Gathering
Data Loading
Data Cleansing
Data
Gathering
Data Loading
Data validation
Data validation
Integration requirements
& design Integration build & fit/format testing
Integration Kickoff &
Analysis
Integrations, Modifications, OCM, Reporting/Dashboards, Config, & Data Conversion
System & Interface
Test Scenario Creation Configuration
Unit Testing
E2E Scenarios
OC&T kick-off and Workshops
Project Management & Control
Workday Delivery Assurance
Collaborative Solutions Quality Assurance
E2E Testing
Data Cleansing
Data
Gathering
Data Loading
Data validation
Formal Knowledge Transfer Sessions
Production
Dress
Rehearsal
Integration testing
E2E Testing
Develop Training and communication materials
Integration testing
Training & Testing Mock Cutover
Training & UAT
Gold Tenant
Build
Parallel
Payroll
Testing
Parallel
Payroll
Testing
Parallel Payroll Testing
Roll out Training & communication
Data Cleansing
Data
Gathering
Data Loading
Data validation
Move To
Catch-up
transaction
Migrate
Integrations
Schedule & run
Integrations in
production
Go-Live
Cutover
Post-
Implementation
Post-
Implementation
Strategy Kick-off
Strategy Planning
Executive Readout
HCM Project
Kick-off
Project Kick-
Data
Gathering and
HCM Data
HCM
Integration
discovery &
scope
HCM Data
validation
Data strategy
KT Introduction
HCM Training
(Workday & 3rd
HCM Test Strategy &
Test plan
OC&T HCM
Project plan
OC&T HCM kick-off and Workshops Develop HCM Training and communication materials Roll out HCM Training &
HCM Move To
HCM Test Scenario
Creation Configurati HCM E2E
Scenarios HCM E2E Testing
Integration testing
HCM
Data
Gathering and
HCM Data
HCM Data
validation
Data
Gathering and
HCM Data
HCM Data
validation Data
Gathering and
HCM Data
HCM Data
validation
Data Gathering
and Cleansing
HCM Data Loading
HCM
Data
HCM
Catch-up
Formal HCM Knowledge TransferSessions
HCM E2E
Testing
Parallel
Payroll
Tenant
HCM
Production
Dress
Post Production
Support
Gold Tenant
Build
Schedule & run
HCM Integrations
in production
Migrate HCM
Integrations
Post Production
Support
COGNIZANT WORLDWIDE LIMITED
___________________________
Susan Guerra
Chief Client Officer
CITY OF SANTA MARIA, a political
subdivision of the State of California
Alex Posada
Interim City Manager
ATTEST:
Alexandra Valadez
Assistant City Clerk
APPROVED AS TO FORM:
_______________________________
Risk Manager
_______________________________
City Attorney
ATTACHMENT D
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workday ..
MAIN SUBSCRIPTION AGREEMENT
00375627.0l
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 Maria ("Customer"), with offices at 110 E Cook St, Santa Maria, California 93454, 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. Customer's Use of the Service.
1.1 Provision of the Service. Workday shall: (i) make the Service and Improvements available in accordance with the Documentation and the SLA to Customer during the Term pursuant to this Agreement; (ii) not use Customer Data except to provide the Service, or to prevent or address service or technical problems, in accordance with this Agreement and the Documentation, or in accordance with Customer's instructions; (iii) not disclose Customer Data to anyone other than Authorized Parties; iv) not attempt to gain access to Customer or Customer Affiliate systems or networks in a manner not expressly authorized in writing by Customer or necessary to carry out the obligations of the Agreement; and (v) perform its other obligations under this Agreement, including any Order Form issued in connection herewith. The Service is provided in U.S. English. Workday has translated portions of the Service into other languages. Customer and its Authorized Parties may only use the translated portions of the Service for the number of languages listed in the applicable Order Form.
Workday will provide service credits to Customer according to Section 10.20 (Workday SLA Service Credits).
1.2 Customer Obligations. Customer may enable access of 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. Customer is responsible for all 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 Customer Data; and (b) prevent unauthorized access to, or use of, the Service, and notify Workday promptly of any such unauthorized access or use.
Customer shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with 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. Customer shall designate a maximum number of named contacts as listed in the applicable Order Form to request and receive support services from Workday. The foregoing license rights shall include the right of Customer's third party service providers that are Authorized Parties to access and use the Service and Documentation solely for the benefit of Customer and its Affiliates. Named Support Contacts must be trained on the Workday product(s) for which they initiate support requests. Customer has the sole discretion to determine which of its Employees and Customer Affiliates are designated as Authorized Parties and shall be responsible for the acts and omissions of all Authorized Parties with respect to their use of the Service.
1.3 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.
2. Fees.
2.1 Invoices and Payment. Fees for the Service will be invoiced to Customer in the United States in accordance with the relevant Order Form and payment will be remitted from the United States. Except as otherwise set forth in an Order Form, all fees due hereunder (except fees subject to good faith dispute) shall be due and payable within forty-five (45) days of invoice date. Except as otherwise stated in an Order Form, all fees are quoted and payable in United States dollars and are based on Service rights acquired and not actual usage. Customer shall provide Workday with complete and accurate billing and contact information including a valid email address for receipt of invoices. All remittance advice and invoice inquiries can be directed to [email protected].
Main Subscription Agreement - City of Santa Maria
©2022 Workday v22.8
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MAIN SUBSCRIPTION AGREEMENT
00375627.0
2.2 Non-cancelable & non-refundable. Except as agreed to in an Order Form or as specifically set forth to the contrary under Section 6.2 "Warranty Remedies", Section 7.1 "Indemnification by Workday", Section 9.2 "Termination", Section 10.9 "Availability of Funds". and under the SLA, all payment obligations under any and all Order Forms are non cancelable and all payments made are non-refundable. The rights for the number of Employees set forth on any respective Order Form cannot be decreased during the Term.
2.3 Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Workday's discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
2.4 Non-Payment and Suspension of Service. If Customer's account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), 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.
2.5 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 Transaction Taxes. All fees invoiced pursuant to this Agreement do not include any transaction 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 ("VAT"), excise, use, goods and services taxes ("GST/HST"), consumption taxes or similar taxes (collectively defined as "Transaction Taxes"). All fees invoiced pursuant to this Agreement are payable in full and without reduction for Transaction Taxes and/or foreign withholding taxes (collectively defined as "Taxes"). Customer is responsible for paying all Taxes associated with Subscription Service Fees and all other fees due pursuant to this Agreement, excluding U.S. income taxes imposed on Workday. 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 first paragraph of this Agreement and invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority.
2.6 Employee Count Verification. Workday may periodically confirm the number of Employee records on its hosted servers and will work with Customer to resolve any discrepancy from the subscription levels on applicable Order Form(s).
Customer will pay Workday the fees set forth on the applicable Order Form(s) if the number of Employees exceeds the number of permitted Employees. Upon request from Workday, Customer will make an annual report to Workday of its number of Employees as set forth on the applicable Order Form(s).
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 a non-exclusive, non-transferable, right to use the Service and Documentation, solely for the internal business purposes of Customer and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within scope of use defined in the relevant Order Form.
3.3 Restrictions. Customer shall not (i) modify, copy or create any derivative works based on the Service or Documentation; (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; (iv) access the Service or Documentation in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation.
3.4 Ownership of Customer Data. As between Workday and Customer, Customer owns its Customer Data.
Subject to the limited rights expressly granted hereunder, Customer reserves all rights, title and interest in and to the Main Subscription Agreement - City of Santa Maria
©2022 Workday v22.8
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MAIN SUBSCRIPTION AGREEMENT
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Customer Data, including all related Intellectual Property Rights. No rights are granted to Workday hereunder other than as expressly set forth herein.
3.5 Customer Input. Workday shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input.
3.6 Aggregated Data Use. Workday owns the 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 reports processed in the Service and the performance results for the Service (the "Aggregated Data").
Nothing herein shall be construed as prohibiting Workday from utilizing the Aggregated Data for purposes of operating Workday's business, provided that Workday's use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Service. In no event does the Aggregated Data include any personally identifiable information for any individuals, Customer, or Authorized Users. Workday shall not sell the Aggregated Data to any third party; however, Workday may use the Aggregated Data to market any Workday product or service.
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.
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 except as specified in section 4.3, but in no event using less than a reasonable standard of care. If either party believes that there has been unauthorized access, use or disclosure of the other party's Confidential Information, where a reasonable person would deem it merited by the commercial sensitivity of that Confidential Information (e.g. an acquisition event, business plans or the Agreement) and where there are no compensating controls, such party shall use commercially reasonable efforts to timely notify the other party. Notwithstanding the foregoing, the Parties understand and agree that this Section 4 does not relate to a Security Breach and/or Customer Data which is subject to notification pursuant to Section 5.2 (Unauthorized Disclosure).
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 this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) 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 this Agreement in accordance with requirements for publication of items that will be on the Customer's City Council agenda. Such disclosure may take the form of a website-accessible posting of those documents.
4.4 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.
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 other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate. This provision, however, will not diminish the right of a party to claim and recover damages or other remedies available to such party by Law.
4.6 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without Main Subscription Agreement - City of Santa Maria
©2022 Workday v22.8
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MAIN SUBSCRIPTION AGREEMENT
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breach of any obligation owed to the other party; 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.
4. 7 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 ("HIPM"), and Customer is a Covered Entity as defined under HIPM, the parties agree to attach Workday's Business Associate Exhibit to this Agreement, which shall apply to Workday's receipt, maintenance or transmission of Protected Health Information from, or on behalf of Customer, as described in such Exhibit.
5. Customer Data.
5.1 Protection and Security. During the Term of this Agreement, Workday shall maintain a formal security program materially in accordance with industry standards that is designed to: (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Such security program will conform to the Workday Universal Security Exhibit attached hereto ("Security Exhibit") and is further described in Workday's most recently completed Service Organization Control 1 (SOC1) and Service Organization Control 2 (SOC2) audit reports or industry-standard successor reports. The most recently completed, as of the Effective Date, SOC1 and SOC2 audit reports are referred to as the "Current Audit Reports". In no event during the Term shall Workday materially diminish the protections provided by the controls set forth in Workday's Security Exhibit and the Current Audit Reports. The Universal Data Processing Exhibit attached hereto (the "Data Processing Exhibit" or "OPE") 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 disclosure of Customer Data to anyone other than an Authorized Party or Workday, such party must promptly notify the other party, unless legally prohibited from doing so, within forty-eight (48) hours 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 remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted, or the provision of credit reporting services to such individuals. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it. Additional Workday remediation obligations in certain situations are in Section 8.4.
5.3 Penetration Testing. On an annual basis, Workday will provide upon Customer's request an executive summary of Workday's application penetration test of the Service. If such testing reveals any material security vulnerability in the Service, Workday will take reasonable and prompt action to remedy such vulnerability.
6. Warranties and Disclaimers.
6.1 Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws applicable to it related to data privacy, international communications and the transmission of technical or personal data. Workday warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation; and (ii) the functionality of the Service will not be materially decreased during the Term. Workday further warrants that it will not knowingly introduce any Malicious Code into the Service. Malicious Code, no matter how introduced, will be remedied in accordance with Section 6.2 (Warranty Remedies).
The Documentation includes Workday's Accessibility in Workday Applications document, which summarizes the Service's compliance with the regulations promulgated under Section 508 of the U.S. Rehabilitation Act and is updated on a periodic basis to reflect updates in the Service. The Service is accessed via the Internet and Customer is responsible for providing any adaptive technology needed by Authorized Parties to utilize the Internet.
6.2 Warranty Remedies. In the event of Workday's breach of the warranties set forth in Section 6.1 (i) and (ii), (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 within a commercially reasonable timeframe based on the Severity Level of the issue as specified in Workday's SLA, Workday shall refund Customer amounts paid that are attributable to the defective Service from the date Customer first reported the applicable deficiencies to Workday through the date that such deficiencies are remedied. Notice of breaches of the warranties in Section 6.1 (i) or (ii) 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. To receive the refund remedy, Customer Main Subscription Agreement - City of Santa Maria
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must promptly report deficiencies in writing to Workday, but no later than thirty (30) days following the first date the deficiency is identified by Customer. The remedies set forth in this subsection 6.2 shall be Customer's sole remedy and Workday's sole liability for breach of the warranties in Section 6.1 unless the breach of warranty constitutes a material breach of the Agreement and Customer elects to terminate the Agreement in accordance with Section 9.2 (Termination).
6.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6 AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE AND/OR RELATED 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 Intellectual Property Indemnification by Workday. Workday shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided, however, that Customer: (a) promptly gives written notice of the Claim to Workday; (b) gives Workday sole control of the defense and settlement of the Claim (provided that Workday may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Workday, at Workday's cost, all reasonable assistance. Workday shall not be required to indemnify Customer in the event of: (w) modification of the Service by Customer, its Employees, or Authorized Parties in conflict with Customer's obligations or as a result of any prohibited activity as set forth herein; (x) use of the Service in a manner inconsistent with the Documentation; (y) use of the Service in combination with any other product or service not provided by Workday, provided that the claim arises out of such use,; or (z) use of the Service in a manner not otherwise contemplated by this Agreement. 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 use of the impacted portions of the Service may be terminated at Workday's option if and only if Workday is terminating use of the impacted portions of the Service to all other Workday customers affected by the Claim and Workday's sole liability ( other than its obligation to defend and indemnify as set forth in this section 7 .1) shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination, as well as any fees paid by Customer attributable to the enjoined portions of the Service for the period of time Customer was enjoined from use of the Service. In addition, Workday will not object to Customer's participation in the defense against any proposed injunction which would impact Customer's ability to utilize the Service.
8. Limitation of Liability.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO WORKDAY'S
INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT,
FRAUD, AND/OR CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S (OR WORKDAY'S
THIRD PARTY LICENSORS') AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY
CUSTOMER IN CONSIDERATION FOR WORKDAY'S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWENTY-FOUR (24) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE (OR, FOR A CLAIM
ARISING BEFORE THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID FOR THE FIRST TWENTY-FOUR MONTH PERIOD).
8.2 Exclusion of Damages. EXCEPT WITH RESPECT TO EACH PARTY'S SPECIFIC REMEDY OBLIGATIONS FOUND IN SECTION 7 AND THE LOSS OF CUSTOMER DATA DUE TO THE FAILURE OF WORKDAY TO ADHERE TO
ITS DATA BACKUP AND RESTORATION PROTOCOLS AS DESCRIBED IN THE SLA AND SECURITY EXHIBIT, IN NO
EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS,
LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR 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, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING
SOUGHT OR SUCH PARTY'S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE Main Subscription Agreement - City of Santa Maria
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POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS AS SET FORTH IN AN ORDER FORM ARE EXCLUDED AS WORKDAY 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 PENAL TIES 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 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, GROSS 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. Subject to Customer's transition rights defined herein, 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} upon thirty (30) days' prior written notice that Customer is unable to continue funding the subscription as per (and subject to the requirements in} Section 10.9; or (iii} 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 the 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.
9.3 Dispute Resolution. The parties agree that they would prefer to resolve disputes rather than invoke their termination rights under this Agreement. Accordingly, where a dispute or breach appears to be one that might be resolvable by the parties without resorting to termination, the parties will seek to resolve the dispute or breach in good faith and will, where appropriate, seek non-binding mediation of their dispute if the management of the parties is unable to resolve the dispute. Notwithstanding the foregoing, each party retains its right to seek injunctive relief at any time and to exercise its termination rights under this Agreement.
9.4 Effect of Termination. Upon any termination of this Agreement, and following any transition period, Customer shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled "Retrieval of Customer Data"} and 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 and termination for any reason other than Workday's uncured material breach in accordance with Section 9.2, pursuant to Section 7.1, or pursuant to the SLA Service Credit Exhibit shall not relieve Customer of the obligation to pay all future amounts due under all executed Order Forms. Termination due to Workday's uncured material breach, pursuant to Section 7.1, non-appropriation of funds pursuant to Section 10.9, or pursuant to the SLA Service Credit Exhibit shall relieve Customer of the obligation to pay any fees (other than fees for the Transition Period described in Section Main Subscription Agreement - City of Santa Maria
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9.6) for the terminated Order Form for services that were to be rendered after the effective date of termination. Following termination, the parties shall make reasonable and good faith attempts to resolve any outstanding fee disputes.
9.5 Retrieval of Customer Data. Upon request by Customer made within thirty (30) days after any expiration or termination of this Agreement, and following any transition period, Workday will make Customer Data and configuration data available to Customer through the Service on a limited basis solely for purposes of Customer retrieving Customer Data and configuration data for a period of up to sixty (60) days after such request is received by Workday. After such sixty (60) day period, Workday will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data. Additionally, during the Term of the Agreement, Customers can extract data using Workday's standard web services. If Customer requires Workday's assistance, Customer may acquire Workday professional services at Workday's then-current billing rates pursuant to a separately executed Statement of Work and Professional Services Agreement. Customer will determine the scope of the professional services engaged to extract data from the Workday system and as such may increase or decrease Workday's professional services involvement in order to control costs.
9.6 Transition Period before Final Termination. Upon any termination of the Agreement, Workday shall, upon Customer's request, continue to provide the Service to Customer ( except where Workday is enjoined by a court of competent jurisdiction) pursuant to the terms of this Agreement for a transitional period of up to one (1) year (the "Transition Period").
Access to the Service during the Transition Period will be subject to the fees set out in the applicable Order Form, prorated on a monthly basis and payable in advance, based on the annual fees charged to Customer for the Service during the twelve-month period immediately preceding the termination date plus an additional fee of CPI (defined on Order Form No. 1) plus five percent (5%) , unless the Order Form has pricing for the time period during which the Transition Period occurs, in which case the pricing on the Order Form for that time period shall apply. During the 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 include but not 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. All regular Service will continue during the Transition Period at no additional cost, except as stated in this section. Notwithstanding the foregoing, in the event of termination of this Agreement by Workday for breach by Customer, Workday may withhold the provision of transition Services and condition further performance upon (i) payment of undisputed fees then owed; (ii) prepayment of fees for further services; and (iii) receipt by Workday of an officer's certificate from Customer certifying ongoing compliance with the terms of this Agreement during the Transition Period.
9. 7 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 and any Transition Period: (i) subsection (i) of Section 1.1 "Provision of the Service"; (ii) Section 3.2 "Grant of Rights"; and (iii) any 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.
10.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices to Workday shall be addressed to the attention of its Vice President, Legal.
Notices to Customer shall be addressed to the representatives as outlined below. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.
Customer Designated Representative
Name: Jeffrey M. Marecic
Title: Chief Information Officer
Phone: 805.925.0951 x 2236
Email: [email protected]
Mailing Address: 110 E Cook Street, City of Santa Maria, CA 93454 Main Subscription Agreement - City of Santa Maria
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10.3 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. None of the provisions of this Agreement shall be considered waived by either party unless such waiver is specifically specified in writing. 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.
10.4 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) 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), and, where Workday is in compliance with its security and backup obligations under this Agreement, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. Each party will reasonably endeavor to resume its performance under this Agreement as soon as possible following a force majeure situation and Workday will expend the same level of effort to resume performance to Customer that it expends for its other similarly-situated customers.
10.5 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 in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement (an "M&A assignment") and all past due fees are paid in full, except that Customer shall have no 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 that the assignee entity provide adequate assurances that it has the requisite personnel, assets, expertise, and experience to provide the Service and comply with this Agreement. Failure to provide such assurances may be treated as a material breach of this Agreement, the failure of which to cure shall give rise to a termination right in accordance with Section 9.2 (Termination).
Any attempt by a party to assign its rights or obligations under this Agreement in breach of 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.
10.6 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. The parties agree the venue of any dispute will be the State and Federal courts in County of Santa Barbara, California.
10.7 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.
10.8 Miscellaneous. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. Current copies of Workday's SLA, Security Exhibit, and Data Processing Exhibit are attached, but in each case, the parties recognize that these Exhibits reflect standard Workday policies and may change over time, subject to the requirement in Section 6.1 (ii) that changes will not materially degrade the Service or security of the Service and the requirement that the Customer will not be subject to any additional obligations as a result of the changes. Material degradation of the Service includes, but is not limited to, any decrease in the commitment as to uptime percentage in the SLA or an increase in maintenance windows of more than twenty (20) percent. In the event of a conflict or where an Order Form provides more specific detail than this Agreement, the provisions of an Order Form shall take precedence over provisions of the body of this Agreement and over any other Exhibit or Attachment, provided, however, that the Agreement shall take precedence with respect to all sections unless the Order Form clearly states that it shall take priority and the Order Form was signed by Customer's signatory. Each of the attached Order Forms is a separately executed agreement subject to this Agreement that may be separately amended without amending this Main Subscription Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. 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 Main Subscription Agreement - City of Santa Maria
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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 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. Workday may, with Customer's prior written consent, use Customer's name and logo in lists of customers, on marketing materials and on its website. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument.
10.9 Availability of Funds. For each of Customer's fiscal years during the Term of this Agreement Customer agrees to seek in good faith appropriations sufficient to cover customer's obligations under this Agreement. 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. No legal liability on the party of Customer shall arise for payment beyond June 30 of each calendar year unless funds are made available for such a payment and provided that Customer has exercised its termination rights in accordance with this clause.
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).
10.10 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 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.
10.11 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.
10.12 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.
10.13 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 Main Subscription Agreement - City of Santa Maria
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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.
10.14 Limitation of Agreement. This Agreement is limited to and includes only the services and work described herein.
10.15 Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than Customer and Workday.
10.16 Severability. The unenforceability, invalidity, or illegality of provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid, or illegal.
10.17 Customer's Right to Employ Other Consultants. Customer reserves its right to employ other entities in connection with this Agreement and other projects.
10. 18 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 this 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 this Agreement without 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."
10.19 Insurance. Workday will maintain during the entire Term of this Agreement, 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 authorized to do business in the jurisdictions where the Workday Services are to be performed. (a) Workers' Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accidenUper employee. This policy shall include a waiver of subrogation for the benefit of the 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 limits no less than $2,000,000 per occurrence and $4,000,000 general aggregate. 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 primary noncontributory endorsement for the benefit of the Customer. (d) Professional Liability ("Errors & Omissions") policy(ies) to include Cyber coverage unless Cyber coverage is in the Crime policy 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. (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).
Upon Customer's request, Workday agrees to deliver to Customer a certificate(s) of insurance evidencing the coverage specified in this Section. 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 Main Subscription Agreement - City of Santa Maria
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construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Workday.
10.20 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. If there is a Failure in more than three months in any rolling six-month period, then within sixty (60) days of the most recent Failure, Customer may terminate the Agreement and Workday shall refund Customer any prepaid fees for the affected Service that was to be provided after the effective date of termination. Changes in Workday's SLA minimum commitment as set forth in the SLA will not change the levels required to trigger service credits for Customer, which will remain as set forth in this Exhibit. However, Customer will receive the benefit of Workday's efforts to provide improved SLA commitments.
11. Definitions.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control by either party, or in the case of Customer, affiliate also means any special district or local government entity to which Customer provides payroll or human resources services. 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 Workday Production Support and Service Level Availability Policy (as may be updated from time to time), any exhibits or attachments hereto, and any fully executed Order Form.
"Authorized Parties" means Customer's Employees, employees of special districts or local government entities to which Customer provides payroll or human resources services, and third-party providers authorized to access Customer's Tenants and/or receive Customer Data by Customer (i) in writing, (ii) through the Service's security designation, or (iii) by system integration or other data exchange process.
"Competitor" means any entity that may be reasonably construed as offering competitive functionality or services to those offered by Workday. If the parties cannot agree on whether an entity is a Competitor, then the opinion of three (3) financial analysts with adequate knowledge of the human resources and/or financials software and services industry (chosen by mutual agreement of the parties) commissioned at Workday's sole expense, shall determine such. "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 or its Employees and Authorized Parties relating to the operation or functionality of the Service. Customer Data is excluded from Customer Input.
"Data Processing Exhibit" means the Universal Data Processing Exhibit, which may be updated by Workday from time to time subject to the restrictions in Section 10.8. The most current version may be found at https://www.workday.com/en us/legal/contract-terms-and-conditions/index/exhibits.html. "Documentation" means Workday's electronic and hardcopy user 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 active business record(s) are or may be managed by the Service and for which a Main Subscription Agreement - City of Santa Maria
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MAIN SUBSCRIPTION AGREEMENT
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subscription to the Service has been purchased pursuant to an Order Form. The number of permitted Employees will be as set forth in the applicable Order Form. Information related to former employees, consultants, contingent workers, independent contractors and retirees in the form of static, historical records may be maintained in the system but shall be excluded from the calculation of Employees unless self-service access to the record through the Service is provided to the individual.
"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 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. "Law" means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
"Order Form" means the separate ordering documents under which Customer subscribes to the Workday Service pursuant to this Agreement that have been fully executed by the parties. "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.
"Security Exhibit" means the Workday Universal Security Exhibit, which may be updated by Workday from time to time subject to the restrictions in Section 10.8. The most current version may be found at https://www.workday.com/en us/legal/contract-terms-and-conditions/index/exhibits.html. "Service" means Workday's software-as-a-service applications and Improvements as described in the Documentation and subscribed to under and Order Form which includes their associated maintenance. For clarity, "Services" and "the Service" does not refer to other activities that Workday may perform under this Agreement such as training services or professional services.
"SLA" means the Workday Production Support and Service Level Availability Policy, attached hereto, which may be updated by Workday from time to time subject to the restrictions in Section 10.8. The most current version may be found at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html. "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).
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UNIVERSAL DATA PROCESSING EXHIBIT
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This Universal Data Processing Exhibit is an exhibit to the Agreement between Workday and Customer and sets forth the obligations of the parties regarding the Processing of Personal Data pursuant to such Agreement.
1. Definitions
Unless otherwise defined below, all capitalized terms have the meaning given within the applicable Agreement and/or exhibits thereto.
"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., and its implementing regulations.
"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.
"Customer Audit Program" means Workday's optional, fee-based customer audit program as described in the Customer Audit Program Order Form for Covered Services. "Data Controller" or "Controller" means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
"DPE" means this Universal Data Processing Exhibit including any appendices, annexures or documents incorporated by reference.
"Data Processor" or "Processor" means the entity which Processes Personal Data on behalf of the Data Controller, including as applicable any "service provider'' as that term is defined by the CCPA. "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 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.
"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 Workday Universal Data Processing Exhibit - City of Santa Maria ©2022 Workday (UDPE Global v22.5) Page 1 of 11
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Agreement, the Delivery Assurance terms, the Professional Services Addendum, and/or the Consulting and Training Addendum and Amendment.
"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. "Restricted Country" means: (i) where the EU GDPR applies, a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a country outside the UK which is not based on adequacy regulations pursuant to Section 17A of the UK Data Protection Act 2018 as amended or replaced ("UK DPA"); and (iii) where the Swiss Federal Act on Data Protection of June 19, 1992 as amended or replaced ("Swiss FADP") applies, a country outside Switzerland which has not been recognized to provide an adequate level of protection by the Federal Data Protection and Information Commissioner. "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of Personal Data from the EEA to a Restricted Country; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to a Restricted Country; and (iii) where the Swiss FADP applies, a transfer of Personal Data from Switzerland to a Restricted Country. "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 for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, the "International Data Transfer Addendum to the EU Commission Standard Contractual Clauses" issued by the Information Commissioner under s.119A(1) of the UK DPA ("UK Addendum"). "Subprocessor" means a Workday Affiliate or third-party entity engaged by Workday or a Workday Affiliate as a Data 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/en us/legal/subprocessors.html).
"Workday BCRs" or "BCRs" means Workday's Processor Binding Corporate Rules. The Workday BCRs are accessible through Workday's website (currently located at https://www.workday.com/en-us/why-workday/security-trust.html ).
2. Processing Personal Data
2.1 Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by Workday to provide the Covered Service. For the purposes of this DPE, Customer is the Data Controller and Workday is the Data Processor, except when Customer acts as a Data Processor of Personal Data, in which case Workday is a subprocessor.
2.2 Instructions for Processing. Workday shall Process Personal Data in accordance with 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. Customer may provide additional instructions to Workday to Process Personal Data, however Workday shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE. To the extent the CCPA applies to Personal Data, Workday will not (i) Sell Personal Data, nor (ii) retain, use or disclose Personal Data for any purpose other than to provide the Covered Services in accordance with the Agreement. The Term "Sell" shall have the meaning set forth in the CCPA.
2.3 Compliance with Laws. Workday shall comply with all Data Protection Laws applicable to Workday in its role as a Data Processor Processing Personal Data. Customer shall comply with all Data Protection Laws applicable to Customer as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable Workday to carry out lawfully the Processing contemplated by this DPE. Customer shall ensure that any instruction it issues to Workday complies with applicable Data Protection Laws. Workday shall inform Customer without undue delay if, in its reasonable opinion, an instruction issued by Customer violates applicable European Data Protection Laws.
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3. Subprocessors
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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. This Section 3.3 shall apply only where and to the extent that Customer is established within Europe or where otherwise required by Data Protection Laws applicable to Customer. In such event, if Customer objects on reasonable grounds relating to data protection to Workday's use of a new Subprocessor then Customer shall promptly, and within fourteen (14) days following Workday's notification pursuant to Section 3.2 above, provide written notice of such objection to Workday. Should Workday choose to retain the objected-to Subprocessor, Workday will notify Customer at least fourteen (14) days before authorizing the Subprocessor to Process Personal Data and Customer may terminate the relevant portion(s) of the Covered Service within thirty (30) days. Upon any termination by Customer pursuant to this Section, Workday shall refund Customer any prepaid fees for the terminated portion(s) of the Covered Service that were to be provided after the effective date of termination.
4. Data Subject Rights
4.1 Assistance with Data Subject Requests. Workday will, in a manner consistent with the functionality of the Covered Service and Workday's role as a Data Processor, provide reasonable support to Customer to enable Customer to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").
4.2 Handling of Data Subject Requests. For the avoidance of doubt, Customer is responsible for responding to Data Subject Requests. If Workday receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, Workday will promptly forward such request or complaint to Customer, provided the Data Subject has given sufficient information for Workday to identify Customer.
5. Workday Personnel
Workday shall require screening of its personnel who may have access to Personal Data and shall require such personnel (i) to Process Personal Data in accordance with 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 Security Breach provisions of the MSA. Workday shall take appropriate measures to address and mitigate the adverse effects of the Personal Data Breach. To the extent Customer requires additional information from Workday to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, Workday shall provide reasonable assistance to provide such information to Customer taking into account the nature of Processing and the information available to Workday.
7. Security of Processing
Workday shall implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as described in the Universal Security Exhibit.
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8. Audit
UNIVERSAL DATA PROCESSING EXHIBIT
Customer agrees that, to the extent applicable, Workday's then-current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or Workday's ISO certifications will be used to satisfy any audit or inspection requests by or on behalf of Customer, and Workday shall make such reports available to Customer. If Customer requires additional information, including information necessary to demonstrate compliance with this OPE, or an audit related to the Covered Service, such information and/or audit shall be made available in accordance with Workday's Customer Audit Program.
9. Return and Deletion of Personal Data
Upon termination of the Covered Service, Workday shall return and delete Personal Data in accordance with the relevant provisions of the Agreement.
10. Transfers of European Personal Data
10.1 Transfer Safeguards. The transfer safeguards listed below shall apply to all Restricted Transfers.
10.2 BCRs. For the Covered Services identified in Addendum B, the Workday BCRs apply to the Processing of Personal Data of a Customer or Customer Affiliate established in the EEA. In this event, all provisions of the Workday BCRs are incorporated by this reference and shall be binding and enforceable for Customer according to Section 1.4 of the Workday BCRs as if they were set forth in this OPE in their entirety. If any conflict or inconsistency arises between this OPE and the Workday BCRs, the Workday BCRs shall prevail.
10.3 Processor-to-Processor secs. Where Workday is located within Europe, Workday has implemented and complies with the secs for any Restricted Transfers of Personal Data from Workday (as "data exporter'') to Subprocessors (as "data importers").
10.4 Controller-to-Processor secs. Where Workday is located in a Restricted Country, the secs will apply to any Restricted Transfers from Customer (as "data exporter'') to Workday (as "data importer'') as follows:
10.4.1 EU Personal Data. In relation to Personal Data protected by the EU GDPR, the EU SCCs will apply completed as follows:
(i) Module 2 applies unless the Customer is a Processor in which case Module 3 applies; (ii) in Clause 7, the optional docking clause will not apply; (iii) in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes will be in accordance with the notification process set out in Section 3.2 of this DPE; (iv) in Clause 11, the optional redress language will not apply; (v) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by the law specified in the MSA, provided that law is an EEA Member State law recognizing third party beneficiary rights, otherwise, the laws of Ireland apply; (vi) in Clause 18(b ), disputes shall be resolved before the courts specified in the MSA, provided these courts are located in an EM Member State, otherwise those courts shall be the courts of Ireland; (vii) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex I to this DPE; and (viii) Annex II of the EU secs shall be deemed completed with the information set out in Annex II to this DPE.
10.4.2 UK Personal Data. In relation to Personal Data protected by the UK GDPR ("UK Personal Data"), the UK Addendum will apply as follows:
(i) the EU SCCs, completed as set out in Section 10.4.1 above, shall also apply to transfers of UK Personal Data; Workday Universal Data Processing Exhibit - City of Santa Maria ©2022 Workday (UDPE Global v22.5) Page 4 of 11
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(ii) the UK Addendum shall be deemed executed (and incorporated by this reference) between the transferring Customer and Workday, and the EU SCCs shall be deemed amended as specified by Part 2 (Mandatory Clauses) of the UK Addendum in respect of the transfer of UK Personal Data; (iii) Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from within this OPE and the EU SCCs, completed as set out in Section 10.4.1 above;
(iv) the start date of the UK Addendum (as set out in Table 1) shall be the effective date of this DPE; and (v) Table 4 of the UK Addendum shall be deemed completed "neither party''.
10.4.3 Swiss Personal Data. In relation to Personal Data protected by the Swiss FADP, the EU SCCs will apply amended and adapted as follows:
(i) the Swiss Federal Data Protection and Information Commissioner is the exclusive supervisory authority; (ii) the term "member state" must not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18; and (iii) references to the GDPR in the EU secs shall also include the reference to the equivalent provisions of the Swiss FADP.
10.4.4 Clarifications. The secs 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 OPE. (ii) Customer consents to Workday appointing Subprocessors in accordance with Section 3 of this OPE, and Customer may exercise its right to object to Subprocessors under the secs in the manner set out in Section 3. (iii) Workday shall return and delete Customer's data in accordance with Section 9 of this OPE. (iv) Customer agrees that any assistance that Workday provides to Customer under the SCCs shall be provided through the Customer Audit Program.
(v) Nothing in this Section 10.4 of this OPE varies or modifies the secs nor affects any supervisory authority's or Data Subject's rights under the secs. If any provision of this OPE contradicts, directly or indirectly, the secs, the secs shall prevail.
11. Additional European Terms
11.1 Description of Processing. The agreed subject-matter, the nature, purpose and duration of data processing, the types of Personal Data and categories of Data Subjects are set forth in Addendum A to this OPE.
11.2 Data Protection Impact Assessments ("DPIA(s)") and Prior Consultations. Customer agrees that, to the extent applicable, Workday's then-current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or Workday's ISO certifications will be used to carry out Customer's DPIAs and prior consultations, and Workday shall make such reports available to Customer. To the extent Customer requires additional assistance to meet its obligations under GDPR Article 35 and 36 to carry out a DPIA and prior consultation with the competent supervisory authority related to Customer's use of the Covered Service, Workday will, taking into account the nature of Processing and the information available to Workday, provide such assistance to Customer through the Customer Audit Program.
12. General Provisions
12.1 Customer Affiliates. Customer is responsible for coordinating all communication with Workday on behalf of its Affiliates with regard to this OPE. Customer represents that it is authorized to enter into this OPE and any secs entered into under this DPE, issue instructions, and make and receive any communications or notifications in relation to this OPE on behalf of its Affiliates.
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12.2 Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the termination of the Agreement or, (ii) when all Personal Data is 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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A. LIST OF PARTIES
Data exporter
Data exporter: Customer
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UNIVERSAL DATA PROCESSING EXHIBIT
ADDENDUM A
Description of Processing
ANNEXI
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
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UNIVERSAL DATA PROCESSING EXHIBIT
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 information; information on internal project appointments; accomplishment information; training and development information; award information; membership information.
2. Related persons: Name and contact information of dependents or beneficiaries (including home address; home and work telephone numbers; mobile telephone numbers); date of birth; gender; emergency contacts; beneficiary information; dependent information.
3. Prospects, customers, business partners and suppliers: Name and contact information (including work address; work telephone numbers; mobile telephone numbers; web address; instant messenger; work email address); business title; company.
4. Learners: Name and contact information (including work address; work telephone numbers; mobile telephone numbers; instant messenger; work email address); business title; company; enrollment information, including completion of courses, exam results and feedback provided.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Unless otherwise agreed, the transferred Personal Data may comprise special categories of personal data, such as ethnicity, religious beliefs, trade union membership information and health data (employee sick leave, disability information). Taking into consideration the nature of the data and the risk of varying likelihood and severity for the rights and freedoms of natural persons, Workday has implemented the technical and organizational measures as described in Annex 11, including specialized training of staff and system access logs, to ensure an appropriate level of protection for such sensitive data.
Frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) Transfers will be made on a continuous basis.
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UNIVERSAL DATA PROCESSING EXHIBIT
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 a Professional Services engagement.
1. Processing Personal Data to set up, operate, maintain and support the enterprise cloud applications
2. Storage of Personal Data in secure data centers
3. Provision of Professional Services
Purpose(s) of the data transfer and further processing
Provide and support enterprise cloud applications, including human resource and financial management.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Personal data will be retained for the duration of the Agreement in accordance with DPE Section 12.2t.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing The subject matter and duration of the processing is outlined above within this Annex. The nature of the specific 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
Identify the competent supervisory authoritylies in accordance with Clause 13 The competent supervisory authority determined in accordance with Clause 13 of the EU secs unless required otherwise by DPE Sections 10.4.2 (UK Personal Data) and 10.4.3 (Swiss Personal Data).
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UNIVERSAL DATA PROCESSING EXHIBIT
ANNEX II
Technical and Organizational Measures
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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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Covered Service
HCM/FIN/ANAL YTICS
Workday Adaptive Planning
Workday Extend
UNIVERSAL DATA PROCESSING EXHIBIT
ADDENDUM B
BCR Covered Services
Applicable SKU Names
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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 SKUs, such as Planning & Analytics, Workforce Planning, Financial Planning, Sales Planning, Operational Planning, however defined in the applicable order form.
Workday Cloud Platform
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UNIVERSAL SECURITY EXHIBIT
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. ©2019 Workday 19.5 Page 1 of2
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UNIVERSAL SECURITY EXHIBIT
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. ©2019 Workday 19.5 Page 2 of2
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ORDER FORM 00378017.0
Customer Name City of Santa Maria
Workday, Inc.
Workday Entity 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' siqnatures on the Siqnature Document Order Term January 31, 2024 through January 30, 2034
Currency USO
Total Subscription Fee 4,222,058
Less One-Time Credit (592,014)
(if executed by
January 31, 2024)
Net Subscription Fee 3,630,044
Tenant Base Name ci
Payment Schedule Table
Payment# Payment Due Date Payment Amount
1 Due in accordance with the MSA, invoiced January 31, 2024 46,500 2 Invoiced July 1, 2024 106,102
3 Invoiced July 1, 2025 186,101
4 Invoiced July 1, 2026 404,541
5 Invoiced July 1, 2027 413,179
6 Invoiced July 1, 2028 421,992
7 Invoiced July 1, 2029 430,981
8 Invoiced July 1, 2030 440,149
9 Invoiced July 1, 2031 449,501
10 Invoiced July 1, 2032 459,042
11 Invoiced July 1, 2033 271,956
Total Pavment Amount 3,630,044
For the avoidance of doubt, the Payment Schedule Table will be used for invoicing purposes.
Subscription Rights Table
SKU Service Pricing Annual Subscription Rights
Metric
CHCM Core Human Capital Manaqement FSE* Full Enterprise TLO Talent Optimization FSE* Full Enterprise
CCB Cloud Connect for Benefits FSE* Full Enterprise
USP** Payroll for United States FSE* United States-based Employees only LRN Learninq FSE* Full Enterprise
MCNF Media Cloud - No Fee FSE* Full Enterprise
CCLRN Cloud Connect for Learninq FSE* Full Enterprise
FIN Core Financials FSE* Full Enterprise
GM Grants Manaqement FSE* Full Enterprise
PLNF Financial Planning FSE* Full Enterprise
PRA Prism Analytics Enterprise FSE* Full Enterprise with up to 20 million Published Data Rows at any time for
each Tenant
PRJT Projects FSE* Full Enterprise
TT Time Trackinq FSE* Full Enterprise
EXP Expenses FSE* Full Enterprise
PRO Procurement FSE* Full Enterprise
*For Pricing Metric details see the Full-Service Equivalent ("FSE") Count Table below. **Customer agrees that the number of FSE Workers for all Workday Payroll applications and CCTPP will always be equal to the total number of FSE Workers for HCM minus Contingent Workers. ©2023 Workday v23.8 Page 1 of 9
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Full-Service Equivalent ("FSE") Count Table
FSE Population Category Baseline FSE Count
Full Enterprise 551
United States-based employees 551
Named Support Contacts Table
I 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.
Customer Contact Information
Billing, In Care of Customer Support Subscriptions Contact Contact Name Accounts Payable Help Desk Accounts Payable Street Address 110 E Cook St 110 E Cook St 110 E Cook St City/Town, Santa Maria Santa Maria Santa Maria
State/Region/Co California, 93454 California, 93454 California, 93454 unty, Zip/Post United States United States United States Code, Country
Phone/Fax# (805) 925-0951 ext. 1672 (805) 925-0951 ext. 2451 (805) 925-0951 ext. 1672 Email (required) accountspayable@cityofsanta helpdesk@cityofsantama accountspayable@cityofsanta maria.org ria.org maria.org
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 following Additional Terms and Conditions Addendum(s): Planning, Learning, Media Cloud, Innovation Services, located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html. Any Service SKU described in this Order Form is a Covered Service under the Workday Universal OPE and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall be directed to [email protected].
THE VALIDITY OF THIS ORDER FORM IS CONDITIONED ON WORKDAY RECEIVING A FULLY SIGNED COPY OF THIS ORDER FORM NO LATER THAN NOON PACIFIC TIME ON JANUARY 31, 2024 ("Deadline'?.
Notwithstanding the foregoing, Workday reserves the right to accept an Order Form signed after the Deadline in Workday's sole discretion and will provide confirmation of its acceptance by adding its initials on the Order form after the Deadline if it deems fit.
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ADDITIONAL ORDER FORM TERMS ADDENDUM
1. General.
00378017 .0
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 FSE Count
Percentage
Full Time Employees 520 100.0% 520
Part-Time Employees 55 25.0% 14
Associates 130 12.5% 17
Former Workers with Access 0 2.5% 0
Total FSE Count: 705 551
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 Full-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. "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". ©2023 Workday v23.8 Page 3 of 9
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3. Additional Metric Definition(s).
Additional Metric Definition Table
Metric
PRA Published Data Rows
PRACU Published Data Rows
4. Growth and Expansion.
A. Annual Reporting Obligation.
00378017 .0
Definition
The total number of data rows capable of being reported upon in Customer's PRA data catalog. Workday will consider any published row that exceeds 1,000 characters as multiple data rows in 1,000-character increments. Published Data Rows are measured separately for each Tenant.
The total number of additional data rows capable of being reported on in Customer's PRA data catalog. These data rows are in addition to Customer's existing Published Data Row entitlements under Customer's PRA subscription and any
other PRACU subscription(s). Workday will consider any
published row that exceeds 1,000 characters as multiple data rows in 1,000-character increments. Published Data Rows are measured separately for each Tenant.
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.
FSE Expansion Table
SKU Annual FSE Expansion Rate
All Service SKU(s) with the FSE Pricing Metric in the 697.35 Subscription Rights Table unless stated otherwise
within this table
USP 71.02
CCB 28.41
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
PRACU Each increment of 1 OM Additional Published Data 20,000 Rows
©2023 Workday v23.8 Page 4 of 9
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B. Growth Event Reporting Obligation.
In addition to the Annual Reporting Obligation, if Customer exceeds any Subscription Rights by 10 % 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. Growth Discount
Notwithstanding the foregoing, Customer may reduce the FSE Expansion Rate ("Growth Discount") in the event that Additional FSE Workers result in an increase of the Baseline FSE Count by ten percent (1 0%) or more. Customer will be entitled, at Customer's request, to the Growth Discount on the fees for those Additional FSE Workers through the next Subscription Period. Customer must request the Growth Discount via [email protected] on the Annual Reporting Date for the Growth Discount to apply. The Growth Discount will not be retroactively applied to any growth Order Form executed prior to such request.
Increase in FSE Workers over Baseline FSE Count Discount (%) 10 .00% - 19 .99% 2%
20.00% - 29.99% 4%
30.00% - 39.99% 6%
40.00% - 49.99% 8%
50% or more Good Faith Negotiation
Subscription Fees for Additional FSE Workers are due in accordance with the terms of the Agreement. An Order Form will be required to document annual fees due pursuant to this section.
5. 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 �nnual Renewal Subscription Fees
1s t year of Renewal Term Base Subscription Fee x (1+ (2% Innovation Index+ Renewal Term CPI, not to exceed a combined total of 5%))
2nd year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index+ Renewal Term CPI, not to exceed a combined total of 5%))
3rd year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index+ Renewal Term CPI, not to exceed a combined total of 5%))
4th year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index+ Renewal Term CPI, not to exceed a combined total of 5%))
5th year of Renewal Term Previous Year Subscription Fee x (1+ (2% Innovation Index+ Renewal Term CPI, not to exceed a combined total of 5%))
The "Base Subscription Fee" is $440,925. If the final Period is a partial year, Base Subscription Fee is the annualized value of the final Annual Period Subscription Fee. 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. ©2023 Workday v23.8 Page 5 of 9
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Alternatively, upon Customer's request, Workday will provide its then-current prices for renewal of this Order Form and will engage in good faith negotiations regarding Subscription Fees for Customer's use of the Service for a period of time following completion of the Order Term ("Renewal Term"). Customer understands that the Subscription Fees for the Renewal Term will be negotiated with consideration given to the FSE Expansion Rate set forth in this Order Form. The Renewal Term and the Subscription Fees during the Renewal Term ("Renewal Fees") will be documented with a new Order Form. Renewal Fees are due by the first day of the Renewal Term to ensure continuous Service.
6. One-Time Reduction Option. Beginning on the second anniversary of the Order Term start date, if Customer's annual reporting required in the Growth and Expansion section ("Annual Reporting") results in a decrease of FSE Workers below the highest Baseline FSE Count, Customer may request a one-time adjustment to the Subscription Fees during the Order Term. The one-time adjustment to the Subscription Fees and Subscription Rights will be calculated based on the FSE decrease percentage (which will be determined by dividing the FSE reduction amount by the highest Baseline FSE Count), not to exceed 5%. In the event such adjustment in Subscription Fees occurs, the adjustment will be applicable only to the Subscription Fees in the subsequent Subscription Periods listed on this Order Form. Such reduction will be documented through an amendment to this Order Form ("One-time Reduction Option Amendment"). Customer must report the decrease in the Baseline FSE Count in conjunction with Customer's Annual Reporting. Any failure to report within thirty days prior to Customer's Annual Reporting Date will invalidate this option. This decrease in fees may not be applied retroactively to any previous period already reported to Workday. Notice of the reduction in Baseline FSE Count must be sent to [email protected].
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 PRA 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. PRA is not provided in a PCI compliant environment so it may not be used for PCI data. Customer may monitor its own usage in PRA and manage Published Data Rows by unpublishing, filtering and republishing, or deleting data, in order to keep its usage of PRA below the Published Data Rows limits set forth above, or Customer may purchase 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 used by Customer. Customer understands that if at any time Customer exceeds the Data Limit then Customer may experience reduced performance of the Tenant. "Data Limit" for each Tenant is the sum of the Published Data Row entitlement as set forth in the "Subscription Rights Table" above for a particular Tenant and any additional current Published Data Row entitlements purchased by Customer. ©2023 Workday v23.8 Page 6 of 9
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9. One Time Terminations Rights.
Customer may terminate this Order Form for convenience by providing thirty (30) calendar days written notice to Workday ("Notice of Termination for Convenience"), subject to the following:
(a) 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. (b) Customer agrees that its right in this section to terminate this Order Form 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 Subscription Term. Customer and Workday agree that any fees paid to Workday prior to the date of termination under this Section are not refundable. (c) Notwithstanding the foregoing, the parties agree that this one-time termination right shall expire on the first anniversary of the execution date of the Main Subscription Agreement. In the event this right is not used prior to then, it shall cease to exist and Workday and Customer shall be obligated to perform in accordance with the remainder of the Agreement and associated Order Forms. ©2023 Workday v23.8 Page 7 of 9
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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
Core Human Capital Management
Talent Optimization
Cloud Connect for Benefits
Payroll for United States
Learning
Media Cloud - No Fee
Cloud Connect for Learning
©2023 Workday v23.8
Description
Workday Core HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday Core HCM includes global human resources management (workforce lifecycle management, organization management, worker profile, compensation, business asset tracking, absence, and employee benefits administration). Workday Core HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioninq (LDAP/Active Directory).
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. This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service.
Cloud Connect for Benefits extends Workday HCM by providing integration to a growing catalog of benefits providers, including: health insurance, health and flexible spending accounts, retirement savings plans, life insurance, AD&D insurance, and COBRA administrators.
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.
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 analytics relatinq to the learninq experience.
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.
Cloud Connect for Learning extends Workday Learning by providing integrations to third party content providers. This includes the ability to search third party learning course information, access learning courses, and, if and when available, track and retain records. This SKU requires an active subscription to Workday Learning. It also requires customers to maintain an active subscription to Innovation Services and opt in to the correspondinq Innovation Service.
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Core Financials Core Financials provides traditional financial management and accounting functionality, including financial management, accounting and reporting, financial consolidation, supplier accounts, customer accounts, business assets, cash management, budgets, contracts, billing and revenue recognition. Core Financials includes connectors that facilitate integration to select Workday partners that provide capabilities, including customer relationship management, electronic payments and customer payments via credit card.
Grants Management Workday Grants Management enables organizations to administer and report on awards from the federal government, foundations, or other funding institutions. Workday Grants Management includes functionality to track and manage sponsors, awards, grants, and grant hierarchies. It also includes capabilities to calculate facilities and administration costs, and to bill and report to sponsors.
Financial Planning 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 entrv, forecastinq, reportinq, and analysis.
Prism Analytics Enterprise Workday Prism Analytics is an analytics application that provides Workday customers the ability to blend and analyze Workday data and non- Workday data from multiple sources. Workday Prism Analytics includes a data repository for storage and management of data, data preparation tools for transformation and blending of data from various sources, and tools to explore and analyze the data.
Projects Projects enables organizations to create and manage projects, initiatives, and other types of work. This includes the ability to build project plans and utilize project breakdown structures that include phases, tasks, and milestones as well as plan, staff, and track projects, capital projects, initiatives, and work efforts.
Time Tracking Workday Time Tracking supports an organization in collecting, processing, and distributing time data for its global workforce. Workday Time Tracking module includes the following capabilities: basic time scheduling, time entry (hourly, time in/time out), approvals, configurable time calculation rules, and reporting.
Expenses Workday Expenses supports employee expense processing. Workday Expenses includes self-service and administrative functions to support employee expense reporting and reimbursement, including expense reports, global expense rules, approvals, reimbursement, credit card integration and spend analytics. Workday Expenses also includes connectors that facilitate integration to partners that provide capabilities, including corporate card transactions and support for 'punchout' to suooliers.
Procurement Workday Procurement includes procure to pay functionality to address spend for goods, contingent workers, and deliverable services. Manage suppliers, supplier contracts, requisitions, purchase and change orders, receipts, and goods and services sourcing. Maintain purchase items, catalogs, and a supplier portal. Track and analyze time, activity, and spend. 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.
©2023 Workday v23.8 Page 9 of 9
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ORDER FORM 00436571.0
Customer Name Citv of Santa Maria
Workday, Inc.
Workday Entity 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' siqnatures on the Siqnature Document Order Term January 31, 2024 through January 30, 2025
Currency USO
Total Subscription Fee 0
Item Description Price Per Rising Quantity of Total Fees (List) Total Fees Pass Passes (Discounted)
Risinq Passes 2,634 3 $7,902 $0
Term: 2024-2025
This Order Form is only valid and binding on the parties when executed by both parties. Prior to attendance, City of Santa Maria shall complete the Workday Rising registration process at https://rising.workday.com/, as may be updated by Workday in future years. The fees under this Order Form for Rising Passes are non cancellable and non-refundable and may not be applied to any other Workday offering.
Customer Contact Information
Billina, In Care of
Contact Name Accounts Payable
Street Address 110 E Cook St
City/Town, State/Region/County, Zip/Post Code, Santa Maria, California, 93454 Country United States
Phone/Fax# (805) 925-0951 ext. 1672
Email (required) [email protected]
©2023 Workday v23.12 Page 1 of 1
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Master Subscription Agreement
This Master Subscription Agreement, effective as of. , 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 Maria (“Client”) with offices at 110 E. Cook Street, Santa Maria, CA, 93454.
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 – Pricing Schedule
3. Exhibit B – Service Level Agreement
4. Exhibit C – Insurance Requirements
5. Exhibit D – Security Provisions
6. Exhibit E – Data Processing
DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. “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 Master Subscription Agreement, including any exhibits or attachments hereto. “Authorized Named User” means an end user of the C lient that has been given access by Client to use the Services.
“Authorized Parties” means Clients’ or an authorized Affiliate’s Employees and third-party providers authorized to access Client’s Tenants and/or to receive Client Data by Client (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process. “Confidential Information” refers to the following types of material or content one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any information Discloser marks or designates as “Confidential” at the time of disclosure; and (b) any other non- public, 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 known 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 in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure,
ATTACHMENT E
other than as a result of Recipient’s improper action or inaction; or (iv) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations. “Client Data” means a subset of Confidential Information that is comprised of Client’s data obtained, used in, or stored as the result of the use of the Services. Client Data shall include the following: (a) Data collected, used, processed, stored, or generated by the Client as the result of the use of the Service, including any personal identifiable information (“PII”) and any information related to payment processing, such as credit card numbers and ACH account numbers. Client Data is and shall remain the sole and exclusive property of Client and all right, title, interest in same is reserved to Client. “Client Input” means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees and Authorized Parties relating to the operation or functionality of the Service. “Competitor” means any entity that may be reasonably construed as offering competitive functionality or the Service offered by SpryPoint. “Documentation” means the Software’s standard user manuals and any other accompanying documents related to the Software delivered to Client during Implementation. “Implementation” means the process for gathering requirements, configuring, testing, training, and integrating the Service for Client’s use, as set forth in a Statement of Work. “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 appliable laws anywhere in the world, and all moral rights related thereto. “Implementation Services” means the services provided by Provider to Client for the integration, implementation, and use of the Service, which may include project management, analysis, configuration, data conversion, training, testing, development and ongoing maintenance & support, as outlined in a Statement of Work. “Malicious Code” means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents or programs. “Messaging Service” means SpryPoint’s alerts, notifications, communications, campaigns & messaging capabilities provided with the Service. “Parties” Collectively refers to SpryPoint and the Client. “Personal Data” means any information that is related to an identified or identifiable individual and has been provided by Client or its Affiliates as Client Data within the SpryPoint Service to enable SpryPoint to process the data on its behalf. “Production Deployment” means once the Client has provided User Acceptance Testing (“UAT”) signoff and the Service has been moved into a production environment. “Security Breach” means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Client Data; provided that an incidental disclosure of Client Data to an Authorized Party or SpryPoint or incidental access to Client Data by an Authorized Party or SpryPoint, 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 appliable Law and (ii) any security breach (or substantially similar term) As defined by applicable law. “Service” means the combination of SpryPoint’s software-as-a service applications as described in the Documentation and subscribed to as set forth in Exhibit A - Pricing Schedule or through a Change Order. “Service Level Agreement” (SLA). means SpryPoint’s standard Service Level Availability policy which may be updated from time to time. No update shall materially diminish SpryPoint’s responsibilities under the SLA. “Subscription Service Fee” means the annual amount invoiced and payable for Client’s use of the Service. The Subscription Service Fee does not include the one-time implementation fees for the Services as set forth in a Statement of Work. “Tenant” means a unique instance of the Service, with a separate set of Client data held by SpryPoint in a logically separated database. “Term” means the Initial Term of this Agreement which commences on the Effective Date and will continue for one year. “Updates” means all updates, improvements, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation as developed by SpryPoint and made generally available for Production use. 1. Provision of Service. 1.1 SpryPoint Obligations. During the Term of this Agreement, SpryPoint shall make the Service and Updates available to Client in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement. SpryPoint shall not use Client Data except to provide the Service, or to prevent or address service or technical problems, verify Service Updates, in accordance with this Agreement and the Documentation, or in accordance with Client’s instructions and shall not disclose Client Data to anyone other than Authorized Parties in accordance with this Agreement. SpryPoint shall comply with Client’s written policies and procedures (“Access Policies”) for accessing Customer’s or its Affiliates’ systems or networks (“Client Systems”) that have been communicated in advance to SpryPoint and shall not attempt to gain access to Client Systems in a manner prohibited by the Access Policies, unless otherwise expressly authorized in writing by Customer. During the term of this agreement, SpryPoint agrees to cooperate and work with Client and Client’s agents regarding implementation and integration of SpryPoint’s Service and Updates with Workday and Client’s other third-party software services that require integration with SpryPoint’s Service and Updates as outlined in an applicable Statement of Work. Any effort required beyond the scope of an applicable Statement of Work or Change Order will be subject to Section 2.7 herein. 1.2 Client Obligations. Client may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Client and its Affiliates in accordance with the Documentation and not for the benefit of any third parties except for third parties supported and served as part of Customer’s internal business purposes. Client is responsible for all Authorized Party use of the Service and compliance with this Agreement. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent unauthorized access to,
or use of, the Service through login credentials of Authorized Parties, and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service or its related systems or networks in a manner not set forth in the Documentation. Client shall designate a maximum number of named contacts as listed in the applicable Orde form to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint product(s) for which they initiate support requests. Client shall be liable for the acts and omissions of all Authorized Parties and Client Affiliates relating to this Agreement. 1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of communications or data of Client or its users transmitted through the Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations Client is solely responsible (a) for making sure that the disclosure and use of data, content and information provided to SpryPoint does not violate any applicable law or infringe upon the intellectual property rights of any third party and (b) for the appropriate use of any reports and other materials prepared by Client 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 which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Services, 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. SpryPoint will invoice Client 30% of first-year subscription fee for the Service upon execution of this agreement, remainder of first-year subscription fee will be invoiced upon project kickoff. All fees are quoted and payable in United States Dollars. All invoiced charges are due net 45 days from the invoice date unless otherwise stated on the invoice. Client is responsible for providing SpryPoint complete and accurate billing and contact information including a valid email address prior to the commencement of your subscription. Upon SpryPoint’s request, Client will make payments via electronic bank transfer. All remittance and invoice inquiries are to be directed to [email protected]. 2.2 Non-Cancelable & Non-Refundable. Except as specifically set forth to the contrary under Section 6 (Warranty) and Section 7 (Indemnification), all payment obligations are non-cancelable, and all payments made are non-refundable. 2.3 Non-Payment and Suspension of Service. If SpryPoint does not receive any invoiced amount by the due date as provided in Section 2.1 herein, then without limiting rights and remedies, the invoiced amount(s) may accrue interest at the rate of 1.5% per month. If any amount owing by Client for SpryPoint’s services under this or any other agreement is net 30 or more days overdue, SpryPoint, without limiting its other rights and remedies reserves the right to suspend the Service until such amounts are paid in full. 2.4 Taxes. 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.
2.5 Tax Status. SpryPoint’s fees do not include any Transaction Taxes. Client agrees that it is exempt from all Transaction Taxes, including but not limited to, any local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value - added, goods and services taxes, excise, use or similar taxes. In the event that Client’s tax-exempt status changes such that it is no longer exempt from Transaction Taxes, Client shall become responsible for paying all Transaction Taxes associated with this Agreement. If SpryPoint has a legal obligation to pay or collect Transaction Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client. If Client itself, as a body entitled to assess taxes or fees, imposes any taxes or fees upon SpryPoint’s provision of the Services, the fees in this Agreement are net of any such taxes or fees and SpryPoint will gross up its invoices to include such taxes or fees. 2.6 Additional Services. The Service includes optional variable services such as SMS messaging services and outbound IVR dialer services (collectively “Additional Services”). All Additional Services shall be invoiced by SpryPoint to Client upon the request of such services by Client at the pricing and rates provided in Exhibit A. (a) For SMS text messaging services, an optional SMS Short Code fee shall be invoiced upon request of a Short Code by Client. SMS short code fees shall be invoiced annually, while in- bound and out-bound text message usage fees shall be invoiced monthly for actual amount used. (b) For Outbound IVR services, usage fees shall be invoiced monthly for the actual amount used upon activation and usage of the outbound IVR services. 2.7 Enhancement Cost. Any enhancements to the Service beyond the initial scope as outlined in a Statement of Work will be performed on a time and material basis at SpryPoint’s then current hourly rates. 2.8 Additional Users. SpryPoint will be automatically notified when new users are added to Client’s Service. If the number of active users, not including archived users, exceeds Clients current subscription, SpryPoint will invoice client for any incremental user additions during the calendar month. Invoice to client will be prorated to align with the remaining months in Client’s subscription period. 3. Proprietary Rights 3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, 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 and an applicable Statement of Work. 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 (i) reverse engineer, modify or copy the Service or Documentation or create any derivative works based on the Service and Documentation; (ii) copy and features, functions, interfaces, integrations or graphics of the Service or Documentation; (iii) access the Service or Documentation in order to build any commercially available product or service. 3.2 Client Rights. SpryPoint hereby grants Client’s Authorized Named Users (and those of Client’s Affiliates and Authorized Parties) a non-exclusive, non-transferable, non-perpetual limited right to use the Service and Documentation, solely for the internal business purposes of Client and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement. 3.3 Ownership of Customer Data. As between SpryPoint and Client, Client owns its Client Data. Subject to the limited rights expressly granted hereunder, Customer reserves all rights, title and interest in and to
the Customer Data, including all related Intellectual Property Rights. No rights are granted to SpryPoint hereunder other than as expressly set forth herein. 3.4 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’s 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’s Data. 3.5 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 feedback relating to the Service. SpryPoint shall have no obligation to make Client Input an Improvement. 3.6 Statistical Information. SpryPoint owns all 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 SaaS service, provided that such information does not identify Client’s data or include Client’s name. 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. 4.2 Nondisclosure. A party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A Recipient: (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 (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 reasonable standard of care. If either party reasonably believes that there has been unauthorized access, use or disclosure of the other party’s Confidential Information, such party must promptly notify the other party. If the unauthorized access, use or disclosure includes Customer Data, Section 5.2 (Unauthorized Disclosure) shall apply. 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 other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to 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. 4.6 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 other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged
by the parties that any other available remedies are inadequate. This provision, however, will not diminish the right of a party to claim and recover damages or other remedies in addition to equitable relief. 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. SpryPoint shall keep and maintain Client Data in strict confidence and shall not allow any third parties to use, disclose, or access Client Data without Client’s prior written consent. 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. 5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own data privacy and information security policies for its own information technology infrastructure and environments, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Client Data; protect against any anticipated threats or hazards to the security of Client data, protect against unauthorized disclosure, access to, or use of Client Data, ensure the proper disposal of Client Data, and ensure that all employees, agents, and subcontractors, if any, comply with the above. 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 reasonably assist the other Party in mitigating or remediating any potential damage where appropriate. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it. As soon as reasonably practicable after any such Security Breach, upon Client’s request, Client and SpryPoint will consult in good faith regarding the root cause analysis and any remediation efforts. 5.4 Penetration Testing. On an annual basis, SpryPoint will provide upon Customer’s request an executive summary of SpryPoint’s application penetration test of the Service. If such testing reveals any material security vulnerability in the Service, SpryPoint will take reasonable and prompt action to remedy such vulnerability. 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 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. c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge, the Service does not contain any Malicious code. SpryPoint further warrants that it will not knowingly introduce any Malicious Code into the Service. 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 that no pending or threatened claim or litigation know to it would have a material adverse impact on its ability to perform as required hereunder.
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 within a commercially reasonable timeframe based on the Severity Level of the issue as specified in SpryPoint’s SLA, SpryPoint shall refund Client amounts paid that are attributable to the defective Service from the date SpryPoint received such notice through the date of remedy, if any. At no time shall the refund exceed 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. 6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT IMMATERIAL 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 7.1 Indemnification. SpryPoint shall protect, defend, hold harmless and indemnify Client harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings (“Indemnified Claims)” made or brought against Client alleging that the use of the Service infringes any third party’s Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint’s cost, all reasonable assistance. SpryPoint’s obligations set forth in this Section do not apply to the extent that an Indemnified Claim arises out of: (a) Client’s breach of this Agreement; (b) revisions to the Service made without SpryPoint’s written consent; (c) Client’s failure to incorporate Upgrades that would have avoided the alleged infringement; (d) Modification of the Service by Client, its Employees, or Authorized Parties in conflict with Client’s obligations (e) Unauthorized use of the service by third parties; or (f) use of the Service in a manner inconsistent with the Documentation. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole 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 Liability Cap. SpryPoint’s liability arising out of or related to this Agreement shall in no event exceed the Subscription Fees paid by Client within the twenty-four (24) months preceding the claim. 8.2 Clarifications & Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED 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. 8.3 Exclusion of Damages. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY PURSUANT TO A COURT AWARD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW MUCH DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF US, 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, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS, OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS ARE EXCLUDED AS SPRYPOINT’S LOST PROFITS. 9. Term & Termination 9.1 Term of Agreement. The Term of this agreement commences on the Effective Date and will continue for one year. 9.2 Annual Renewal. The initial Term shall automatically renew for successive terms of one year unless either party provides the other written notice of termination at least (30) days prior to the expiration of the current term. 9.3 Annual Escalation. The annual Subscription Service Fee for the Service shall be subject to adjustment on each anniversary of the Effective Date at the following rate: a) 4% per year. 9.4 Termination for Convenience. Client shall have the right to terminate this Agreement without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to SpryPoint. Upon termination, Client shall pay SpryPoint all fees due up to the time of termination. 9.5 Termination for Default. Either party may terminate this Agreement upon Thirty (30) 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. 9.6 Termination for Non-Appropriation of Funds. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are not forthcoming or are insufficient, through the failure of any entity to appropriate funds or otherwise, Client will have the right to terminate at no additional cost or penalty by giving Thirty (30) days written prior notice documenting the lack of funding. 9.7 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. 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.
9.8 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 one hundred and twenty (120) days. After 120 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. 10.1 Supplemental Messaging Terms. If Client elects to use SpryPoint’s Alerts, Notifications, Communications, Campaigns & Messaging capabilities (Messaging Service”) provided with the Service the following supplemental terms (“Messaging Terms”) will apply. For avoidance of doubt, Messaging Terms apply to all SpryPoint applications within the service involving automated phone calls, pre-recorded messages, text messages, emails, in-app notifications and any other bulk communications. 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 messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service 10.3 Messaging Indemnity. 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 Messaging Service or any breach by Client of the Agreement including without limitation, these Messaging Terms, except in the event of SpryPoint’s willful misconduct. 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(s) employed by or contracted with SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(S) or employee(s) of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this agreement. 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 Insurance. SpryPoint will maintain during the entire Term of this Agreement, at its own expense the insurance coverage as outlined in Attachment D. The policies shall name Client as an additional insured with respect to the provision of services provided under this agreement. 11.3 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California. Venue shall be in the Superior Court of the County of Santa Barbara. 11.4 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:
City of Santa Maria, CA Jeffrey Marecic Chief Information Officer 110 E. Cook Street Santa Maria, CA 93454 Notices to SpryPoint shall be sent to: Nick Stone Chief Financial Officer 45 Queen Street – Suite #401 Charlottetown, PE C1A 4A4 11.5 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 Service or the Implementation Services shall be constructed to operate as a waiver of any rights under this agreement or of any cause of action arising out of the performance of this Agreement. 11.6 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. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. 11.7 Conflicts of Interest. SpryPoint certifies that to the best of its knowledge, no Client officer, employee or authorized representative has any financial interest in the business of SpryPoint and that no person associated with SpryPoint r has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. 11.8 Fair Employment. SpryPoint shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law. 11.9 Time. Time is of the essence in the performance of this Agreement. 11.10 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). Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns. Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid in full. In no event shall
Client have the right to assign this Agreement to a direct Competitor of SpryPoint. 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. 11.11 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 even that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfills 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. 11.12 Publicity. Except as set forth herein, SpryPoint shall not use Client’s name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint is authorized to use Client’s name and logo in lists of Clients and on its website, however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from SpryPoint. 11.13 Piggyback. It is understood and agreed by Client and SpryPoint that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also understood and agreed that each local entity will establish its own contract with SpryPoint, be invoiced therefrom and make its own payments to SpryPoint in accordance with the terms of the contract established between the new governmental entity and SpryPoint. It is also hereby mutually understood and agreed that Client is not a legally bound party to any contractual agreement made between SpryPoint and any entity other than Customer. 11.14 Amendment. This Agreement may only be amended in writing by authorized representatives of each party. 11.15 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. The City of Santa Maria SpryPoint Services, Inc.
Signature: Signature:
Name: Name: Nick Stone Title: Title: Chief Financial Officer Date Signed: Date Signed:
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
45 Queen Street Charlottetown, PE sprypoint.com C1A 4A4, Canada My title Emphasized Subtitle May 4, 2022 Author Exhibit A – Pricing Schedule
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Statement of Confidentiality The contents of this proposal are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint.
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2 Table of Contents Statement of Confidentiality ........................................................................................ 1 Table of Contents .......................................................................................................... 2 Introduction .................................................................................................................... 3 SpryPoint SaaS Products and Pricing ......................................................................... 4 SpryPoint SaaS Products ..................................................................................................... 4 SpryCIS - Customer Information System .................................................................................. 4 SpryEngage – Customer Engagement Platform .................................................................... 4 SpryIDM – Interval Data Management ...................................................................................... 5 SpryMobile – Mobile Field Service ............................................................................................ 5 SaaS Pricing Schedule ......................................................................................................... 6 SaaS Software Usage Metrics ..................................................................................................... 6 SaaS Products and Subscription Initial Term .......................................................................... 8 Annual Renewal .............................................................................................................................. 8 Annual Escalation ........................................................................................................................... 8 Initial Implementation Fees ................................................................................................. 9 Billing/Invoicing ..................................................................................................................... 9 Additional Terms ................................................................................................................... 9 Integrated Notification Services: ................................................................................................ 9 SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 Introduction This Pricing Schedule is made by and between the Parties identified below on the date indicated as of the execution of the Master Subscription Agreement (“Effective Date”).
SpryPoint Services Inc. City of Santa Maria, CA 45 Queen Street Suite #401 Charlottetown, PE C1A 4A4 110 E. Cook Street Santa Maria, CA, 93454 United States Casey Dowd Director of Sales Xenia Bradford Interim Finance Director 416.737.8451 805.925.0951 [email protected] [email protected] The contents within this document will be governed by the terms and conditions of the Master Agreement between the Parties. This Pricing Schedule is governed by and incorporates the following documents in effect as of the effective date. All documents are listed in order of precedence, and collectively referred to as “The Agreement". Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Agreement. Document 1 Master Subscription Agreement 3 Exhibit A - Pricing Schedule 4 Exhibit B - Service Level Agreement 5 Exhibit C – Security Overview 6 Exhibit D - Insurance Coverage 7 Exhibit E – Data Processing SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 4 SpryPoint SaaS Products and Pricing SpryPoint SaaS Products The business scope of SpryPoint’s software-as-a-service application(s) are defined as follows: SpryCIS - Customer Information System SpryCIS will, at a minimum, provide functions and processes to support customer service and customer account management, meter reading and consumption/usage collection and information, meter equipment/inventory records and location data, other billing related inventory records, field service order requests, rate, fee and tariff storage to be used in mass calculation, billing calculation and production of billing statements, and financial processing to include processing of payments, adjustments, past due collections actions and notifications, unpaid debt processing, and financial reconciliations. Integration as defined within Exhibit A - Implementation Statements of Work and final accepted work product Reporting/Data Access as defined within Exhibit A - Statements of Work and final accepted work product SpryEngage – Customer Engagement Platform SpryEngage will, at a minimum, provide the functions and processes to support Customer Self-Service and Engagement including: Customer Facing • Customer Registration & Login • Mobile Access via responsive web design • Customer Dashboard • Profile Management • Alert Sign-up & delivery • Guest Access • Interactive Consumption Presentation • Bill Display • Electronic Billing • Payment Processing • Electronic Forms Submissions SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 5 Administrative • Administrative Dashboard • Reporting & Analytics • Customer Masquerading SpryIDM – Interval Data Management SpryIDM will at a minimum provide: • Storage and programmatic access to 3 years of interval data. • Access to interval data for meters, service points, and collections of meters. • Ability to standardize and normalize interval data that can be aggregated and analyzed and correlated to other data for presentation of interactive consumption charts of interval data to customers • Ability to automatically send alerts to customers (SMS, Voice, Email) for continuous usage (leaks) or other events. SpryMobile – Mobile Field Service SpryMobile will, at a minimum, provide the functions and processes to support the creation of short cycle work including at a minimum: • Service orders, • Scheduling • Dispatch • Mapping • GIS Layers • MyWork • Notifications • Real-Time Connectivity back to SpryCIS. SpryMobile will provide the ability to accept, process, complete and utilize relevant data from SpryCIS, and allow field users to process updates and notifications in real-time. Integration as defined within Exhibit A - Implementation Statements of Work and final accepted work product Reporting/Data Access as defined within Exhibit A - Implementation Statements of Work and final accepted work product SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 6 SaaS Pricing Schedule The table below provides the details of the SpryPoint Software-as-a-Service products purchased, the usage metrics and amounts, and the annual fees for the initial subscription term. SpryPoint SaaS Application Name/Module Environments Included during implementation* Environments included after go-live* Usage Metric Quantity Subscribed Price per metric Annual Subscription Amount for Initial term SpryCIS – Customer Information System Production (1), Staging (1) Sandbox (1) Production (1) Sandbox (1) Active Accounts 23,000 $3.00 per Active Account in blocks of 500 $65,500
SpryEngage – Customer Engagement Platform Production (1), Staging (1) Production (1) Active Accounts 23,000 $1.00 per Active Account in blocks of 500 $32,775
SpryMobile – Mobile Field Service Production (1), Sandbox (1) Production (1) Full Users Light Users 10 Full Users 10 Light Users $100/per Full users/month $50/per Light user/Month
$17,100
Total Annual Fee $115,375 * Upon mutual agreement between SpryPoint and Client, other environments may be established for specific purposes throughout the implementation (Eg, Test & Train) and will not result in additional cost to Client. If additional dedicated environments are required post go-live there may be additional fees required. SaaS Software Usage Metrics Usage Metric Limitations stated above represent the maximum annual quantity of Usage Metrics over a 12-month period and are for Production Environment only. Client is licensed “up to” the Usage Metric Limitation. Accounts Accounts are defined as "Active Accounts" within the CIS. An account is no longer considered Active when it is ineligible to receive a Statement and is no longer subject to SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 7 ancillary processes such as penalties, collections routines or external communication from SpryCIS. Active accounts are audited based on a variance of +/-500 accounts for the purposes of pricing updates as outlined in the auditing process below. Full Users Full Users are defined as users who can access all SpryMobile’s functionality to create, edit, and share data. Light Users Light Users are defined as users who have read only access to data within SpryMobile. Archived Users Archived Users are defined as user accounts that are no longer active or required. It is the Client’s responsibility to archive users. All records associated with the archived user are maintained within the application for data integrity and activity logging, but archived users are not able to login or access resources within the application. Testable Assembly Testable Assembly is defined as an assembly which is associated with a location and is subject to test notices and test entry submission, regardless of the frequency of notices and entry. Usage Metric Verification Process 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 or decreasing from 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 and accordingly fees decrease from the calendar month of decreased use. For example, if in the first subscription year: Annual Subscription Invoicing of 25,000 Active Accounts = $75,000 • Quarter 1 Audit = An average of 24,900 Active Accounts during the quarter = $0.00 increase or decrease.
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 8 • Quarter 2 Audit indicates an average of 25,300 Active Accounts during the quarter = $1500 increase ($3 per account x block of 500) prorated for the remaining term of the active subscription period (6 months), to be added to the subsequent renewal period. • Quarter 3 Audit indicates an average of 24,443 Active Accounts during the quarter = $1500 decrease ($3 per account x block of 500) prorated for the remaining term of the active subscription period (3 months), to be applied as a credit against the subsequent renewal period. • Quarter 4 Audit indicates an average of 24,900 Active Accounts during the quarter. Next Annual Subscription Invoicing for 25,000 Active Accounts: ($75,000* Renewal Year Escalation Rate of 3%) + (($1500* Previous Year Escalation Rate of 0%) * (2/4)) – (($1500* Previous Year Escalation Rate of 0%) * (1/4)) = $77,625 The average number of active accounts during per quarter is calculated as: (Total Active Accounts during the Quarter/3) SaaS Products and Subscription Initial Term The Initial Term of this agreement shall be for a period of one (1) year. Annual Renewal Unless stated otherwise, the Initial Term and any subsequent renewals will automatically renew for terms of 12 months, unless Client notifies SpryPoint of their intention not to renew. Annual Escalation When the initial term comes to an end, each subsequent renewal will be subject to a pricing adjustment of:
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 9 a) 4% per year
Initial Implementation Fees The description of the initial Implementation is included within the Cognizant Implementation - Statement of Work (SOW) of the Master Subscription Agreement. All invoicing, fees and payment Milestone schedules associated with the SOW are incorporated within the Cognizant Implementation - Statement of Work (SOW) the Cognizant Implementation - Statement of Work (SOW) Billing/Invoicing Annual SaaS fees are due upon contract execution and will be invoiced in US Dollars at the yearly anniversary each subsequent year including any metric usage updates. Any Statement of Work or Change Order Fees will be billed according to the Payment Schedule determined within the associated Statement of Work. Below is the client contact information for the administration of all audit information, invoicing, and any technical administration: Xenia Bradford Interim Finance Director 206 E. Cook Street [Santa Maria, CA, 93454 [email protected] Additional Terms 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 Notification services include: • Inbound & outbound SMS text messaging • Outbound voice messaging • Inbound & outbound email messaging The ongoing usage costs will be invoiced quarterly based on actual usage according to the following table.
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 10 Service Rate Inbound & Outbound SMS Messaging $0.02 / Message segment Local Outbound Voice Messaging $0.03 per minute Toll-Free Outbound Voice Messaging $0.03 per minute Optional Random Short Code $15,000/year All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges. Client will pay all communications surcharges associated with your use of the Integrated Notification Services. Communications Surcharges will be shown as a separate line item on an invoice. The character limit for a single SMS message is technically 160 characters. However, most modern phones and networks support message concatenation which means they split large messages into individual SMS messages (called "segments") and then re-create the large message at the receiving end. When Client sends an SMS message containing more than 160 characters, the message will be split into smaller messages for transmission. Large messages are split into 153-character ‘segments’ and sent individually, then re-assembled by the recipient’s device. For example, a 161-character message will be sent as two messages: one with 153 characters and a second with eight characters. SpryPoint will invoice Client for every segment sent.
45 Queen Street Charlottetown, PE C1A 4A4, Canada sprypoint.com
Exhibit B - Service Level Agreement February 2024
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 1 1 INTRODUCTION AND OVERVIEW ..................................................................................................... 2 2 DEFINITIONS ...................................................................................................................................... 3 3 SCOPE OF SERVICE/RESPONSIBILITIES ........................................................................................... 4 3.1 ONGOING SUPPORT AND SUBSCRIPTION SERVICES ........................................................................ 4 3.2 BILLABLE SERVICES ...................................................................................................................... 7 3.3 QUOTE PROCESS ......................................................................................................................... 7 3.4 RATE CARD .................................................................................................................................. 8 4 PERFORMANCE MEASUREMENT ...................................................................................................... 8 4.1 SUPPORT LEVEL DEFINITIONS AND RESPONSIBLE PARTIES ............................................................. 8 4.2 ISSUE REPORTING ........................................................................................................................ 9 4.3 ISSUE PRIORITIZATION, DEFINITIONS, RESPONSIBLE PARTIES, AND TARGETS ................................. 10 4.4 TRIAGE ...................................................................................................................................... 12 4.5 RESOLUTION .............................................................................................................................. 12 4.6 SYSTEM MAINTENANCE ............................................................................................................... 12 4.7 DEVICE AND OPERATING SYSTEM SUPPORT ................................................................................. 13 4.8 ISSUE POST-MORTEM PROCESS ................................................................................................... 13 4.9 SUPPORT HOURS ....................................................................................................................... 14 4.10 HOLIDAYS ................................................................................................................................... 14 5 SERVICE LEVEL AGREEMENTS ........................................................................................................ 15 5.1 SERVICE AVAILABILITY ................................................................................................................ 15 5.2 SERVICE CREDITS ....................................................................................................................... 15 6 PERIODIC SERVICE REVIEWS .......................................................................................................... 16 6.1 PERIODIC REVIEW OF OPEN TICKETS AND OUTSTANDING ISSUES .................................................. 16 6.2 PERIODIC REVIEW OF SERVICE LEVEL AGREEMENT PERFORMANCE .............................................. 16 6.3 ESCALATION ............................................................................................................................... 17 7 RELEASE MANAGEMENT ................................................................................................................. 18
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 2 Introduction and Overview SpryPoint’s applications are delivered as a service in the cloud. Integrating software development and support is the optimal way to serve customers. SpryPoint’s Customer Success Team works with the product engineers that build, implement, test, and maintain our applications. This Service Agreement defines the general technology as well as the scope of the Ongoing Production Support Services for SpryPoint’s software-as-a-service. At a high level, this includes: ● Application support and maintenance ● Management of updates and enhancements ● Technology infrastructure management ● Backup and recovery ● High availability, disaster recovery, and business continuity ● Database management ● Network configuration and monitoring ● Security ● Operations and service delivery management ● Help desk/support ● Reporting/Performance measurement tools These Services may be supplemented by change requests agreed upon by the parties in writing. This Agreement describes the responsibilities of all parties, the scope, and approach to the delivery of the services specified herein (“the Services”). The transition to the Customer Success team will occur when: ● All severity 1 and 2 issues have been resolved ● All severity 3 issues have a defined plan for resolution ● The Post Go Live Support as defined in the Statement of Work is complete ● A finalized punch-list of any outstanding items has been created and responsibilities assigned. The transition involves: • Formal knowledge transfer between SpryPoint’s Service Delivery and Customer Success Teams • An introductory meeting with the client, SpryPoint’s Project Manager and SpryPoint’s Customer Success Team. This Agreement is specific to SpryPoint’s software-as-a-service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non-production or test environments are expressly excluded from this or any other Service Agreement.
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 3 Definitions These terms shall have the following meanings whenever used in this Agreement. “Assist” means the party which may provide input into a task and/or be consulted before a decision or action is performed. “Business Hours” – means 8:00 a.m. – 4:00 p.m. Eastern Time, Monday – Friday (excluding holidays) “Demarcation Point” means the outer most point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint. “Environment” – provides resources and services over the Internet and access through a web browser or client software. • Production Environment – is where the latest version of the SpryPoint application is deployed and available to the intended users. • Staging Environment – an environment, used for testing, that mirrors the production environment as closely as possible. “Impact” – means the influence of an event on the organization or organization’s customers. “Issue” – is a disruption to everyday operations that may or may not have significant consequences. “Lead” means the party with final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done. “Outage” means the total minutes the service is unavailable outside the scheduled maintenance window. “Response Time” – means the number of Support Hours in which a member of the SpryPoint team will respond to a new issue. “Resolution Target” – means the number of Business Hours in which an issue should be resolved following the identification of its root cause. “Update Frequency” – means the number of Support Hours in which the SpryPoint team will provide an update to an unresolved issue. “Scheduled Maintenance” means the total minutes of planned maintenance activities per month. Currently, scheduled maintenance is 4 hours for weekly maintenance and 4 hours for monthly maintenance. Maintenance windows are defined further in System Maintenance and are subject to change on 30 days’ notice from SpryPoint. “Severity” – is used to understand the impact of an issue quickly and set priorities for resolution target and is measured by how severely the issue is affecting functionality. “Support Hours” – mean 8:00 a.m. – 8:00 p.m. Eastern Time, Monday – Friday (excluding holidays) “Support Request” – means a request to support the resolution of an issue when further assistance is needed from technical experts. “Tiers” – represents the complexity of the issue reported.
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 4 “Total” means the total minutes the service is available less those exceptions listed under Service Availability.
Scope of Service/Responsibilities 1.1 Ongoing Support and Subscription Services Application Support The table below describes the application support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Provide Tier 1 help desk and application support such as, user password management Assist Lead Attempt to resolve Tier 1 issues using existing knowledge base Assist Lead Maintain and update SpryPoint’s knowledge base and other documentation Lead N/A Make determination to escalate and submit Tier 1 issues to Tier 2 Assist Lead Service Request Management Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Work with Client to determine if an issue is for new system functionality (change) or requires assistance (bug) Lead Assist Provide a web-based system for issue tracking Lead N/A Work with Client to assign proper severity of issue based on definitions Lead Assist Provide issue tracking and reporting Lead N/A Work with client to resolve Tier 2 and Tier 3 issues Lead Assist Monitor, measure, and report on the status of Tier 2 and Tier 3 issues Lead Assist Resolve Tier 2 and Tier 3 issues Lead Assist Provide analysis of recurring issues and establish a resolution or work around for such issues. Lead Assist Work with Client in reporting and resolving unplanned outages of any component or environment. Lead Assist Provide root cause feedback for all Severity Level 1 issues Lead Assist Escalate issues as needed Lead Assist Promptly report outages and service interruptions Lead Assist Application Support Provide application support to the functional process owners Lead Assist Address functional issues and questions involving “how to” raised by end-users Assist Lead Work with departments to leverage software to streamline business processes Assist Lead Assist with system functionality and process flow questions for software and reports Assist Lead Provide functional support for first time processing of critical client business processes Lead Assist Focused functional process support (i.e., end of year processing) Assist Lead Maintain application releases of the current software in the production environment Lead N/A SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 5 Assist in reporting product issues to software vendor support and obtaining resolution Assist Lead Provide availability management and support Lead N/A Provide maintenance and support for all integrations Lead Assist Provide maintenance and support for all reports Lead Assist Provide maintenance and support for all scheduled jobs Lead Assist Provide functional testing support Assist Lead Deploy required application software Lead N/A Provide post-deployment verification testing of required software Lead Assist Security Administration Provide application security maintenance and administration Lead N/A Conduct user access management and review Assist Lead Maintain and support firewall subsystem software components where applicable (e.g., patches and software upgrades) on Client hardware and software. N/A Lead Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per procedure. Lead Assist Operational Support The table below describes the operational support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Hosting Services Provide hosting services Lead N/A Provide for a replicated system architecture Lead N/A Provide disaster recovery services including system and data restoration Lead N/A Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity of the service including load balancing to redirect traffic, multi-zone databases, auto-scaling instances based on application and processing load Lead N/A Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll-free support line. Lead N/A Provide hosting services Lead N/A Database Management Perform database administration Lead N/A Perform database monitoring Lead N/A Perform database tuning Lead N/A Perform database security Lead N/A Perform database procedures Lead N/A Perform scheduled maintenance procedures Lead N/A Perform database patching and updates/service packs Lead N/A Communicate patch and update impact analysis Lead N/A Perform database capacity planning Lead N/A Perform database refresh/clones Lead N/A Perform database backup and recovery Lead N/A Perform any data purging or archiving as required. Lead N/A SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 6 Release Management Assess impacts of new releases to the environment Lead Assist Perform Client-requested periodic refreshes of the non-production environments from the production environment up to twice per calendar month Lead Assist Perform application upgrades Lead Assist Perform maintenance pack installations Lead Assist Perform emergency release updates as needed. Lead Assist Access Management Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead Manage application users and their access to the various environments Assist Lead Performance Management Monitor system performance Lead N/A Monitor application performance Lead N/A Monitor scheduled job performance Lead Assist Analyze performance related issues to identify factors impacting performance Lead Assist Technology Infrastructure Services The table below describes the technology infrastructure functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with scheduled jobs and reports Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist Provide system monitoring and tuning Lead Assist Provide system capacity planning Lead Assist Provide storage capacity planning Lead Assist Provide workload management and support Lead Assist Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production Lead Assist Perform updates/service packs on application infrastructure Lead N/A Perform system patching and updates/service packs (desktop) N/A Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes Lead N/A Provide a back-out plan for changes to the various environments Lead N/A Apply code patches for application software Lead N/A Implement minor technology updates Lead N/A Provide system maintenance scheduling and coordination Lead N/A Report system outages and service interruptions Lead Assist SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 7 Provide infrastructure monitoring and alerting Lead N/A Provide set-up, maintenance, and support for the following environments: Production Lead N/A Staging Lead N/A Sandbox (where applicable) Lead N/A
1.2 Billable Services There will be instances where a client request is beyond the scope of the original contract. Any out-of-scope item is considered an enhancement or a change to the service and should be directed to our Customer Success team through regular support request options. Enhancement requests would include new functionality and features. Change requests would include changes to the services or responsibilities of the service. Examples of billable services that require a quote: ● Requests for new reports ● Requests for changes to current reports ● New configuration/setup ● Rate changes ● Changes to bill print/template ● Changes to forms or letters 1.3 Quote Process The client may request additional services or modifications to the application at any time. All Changes will be documented and approved, regardless of whether there is an associated cost for the change. Requests for changes should be made to SpryPoint’s Customer Success Team. They will review the request and create a quote to include the following: ● A description of the problem that needs to be solved or the issue to be addressed. ● A description of the solution to the problem or issue to be addressed, including the use/business case and/or reason for the Change and suggested solution. ● An estimated delivery time ● If applicable, any fees/cost and expenses associated the Change. The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. ● Identify the requested Change ● Identify and document the solution and scope of work associated with the Change requested ● Estimate required effort, and any associated costs ● Submit for review and approval by the Client and SpryPoint Management Team ● If not approved, no changes are completed, and the Change request is canceled ● If approved, SpryPoint will work with the client to schedule. ● Monitor and report progress on the Change SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 8 ● Communicate the Change resolution 1.4 Rate Card Any billable services to the Service beyond go-live will be performed at the then prevailing rate as published by SpryPoint on an annual basis. Any enhancements will be implemented pursuant to the change control process as outlined in the Statement of Work.
Performance Measurement 1.5 Support Level Definitions and Responsible Parties Client agrees to follow escalation procedures and is responsible for Tier 1 support functions before new application or functionality related to SpryPoint services is enabled in production. Client Responsibilities Tier Definition Description/Examples 1 Support performed by Client, who shall be responsible for addressing common user questions and issues ● Provide application navigation tips ● Perform password resets or analyze login issues ● Answer questions regarding basic operation of the application ● Gather information to escalate to Tier 2 support SpryPoint Responsibilities Tier Definition Description/Examples 1 Support performed by Client, who shall be responsible for addressing common user questions and issues Maintain documentation to enable Client to resolve most Tier 1 support issues without requiring escalation to specialized application support. 2 In-depth technical support performed by SpryPoint to address issues outside the scope of Tier 1 issues. SpryPoint’s experienced team are available to: ● Assess issues ● Provide solutions ● Resolve issues Provide Tier 2 support for all SpryPoint applications which includes: ● Advanced technical and system administration responsibilities which may require application log, database access, or other code-related troubleshooting SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 9 ● Create new features ● Clearly defined points-of-contact, available to receive and appropriately respond to issues from Tier 1 support ● Advice and assistance for the applications and non-programming activities in direct support of users ● Advise Client personnel of estimated time to resolve an issue after root cause diagnosis ● Provide status updates during issue resolution ● Escalate Tier 2 support issues to Tier 3 support at our sole discretion 3 A level of product and service support provided by SpryPoint resources (such as product managers or product team) Provide Tier 3 support for all SpryPoint applications which includes: ● Data fixes ● Code-related troubleshooting ● Bug fixes
1.6 Issue Reporting The Client shall designate one or more power users to request and receive support services from SpryPoint. These users must be trained on the SpryPoint applications for which they initiate support requests. To report an issue, submit a support request by: ● Support widget (must be enabled in-app) ● SpryPoint Helpdesk Portal - support.sprypoint.com ● E-mail – [email protected] ● Phone - 855.TRY.SPRY Issue reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year. Before reporting an issue, Client’s personnel must collect as much of the following information as possible: Criteria Description/Examples Date and Time When did the issue start? Product/Function SpryCIS – Meter Reading General Description Describe the issue you are experiencing as well as the expected results Replication How to replicate the issue Severity Per the severity levels defined in this document Operating System iOS, Android, Windows, MacOS SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 10 Device iPad, Chromebook, Microsoft Surface, MacBook Browser Chrome, Safari, Edge, Firefox Screenshots Screenshots of the error will help with troubleshooting Support requests are submitted to report issues. Once submitted, Client will receive an automated response indicating the request has been received as well as a ticket number. SpryPoint’s Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the issue and begin the process for correction and/or remediation. Some possible causes of an issue to be reported are: Bug – an error, flaw, or fault in the application that causes an incorrect or unexpected result or behaviour. Configuration Request – a change or update to the behaviour of an application through a setting in the user interface. New Feature Request – an update to the application to provide new functionality or a new feature. Training Issue/Question – Client does not understand how or why something is behaving the way it is or needs to understand options to change the base behaviour. Performance/Service Issue– generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications. Additional detail on the ticket submission process may be found in Appendix A. 1.7 Issue Prioritization, Definitions, Responsible Parties, and Targets Severity Level Example Response Target Resolution Target Update Frequency 1 – Urgent Client’s business is not operational due to significant performance issues or outage, creating a substantial impact financially or by the number of customers affected. Critical business function(s) cannot be performed and/or a key component is unavailable or is non-functional. There is no immediate work around. Urgent issues have top priority until resolved Examples of Severity 1 issues includes but are not limited to: ● System is unavailable (outage), 1 hour 4 hours 1 hour
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 11 ● Unable to perform a key function such as calculation of bills or billing process, ● A key function is malfunctioning, creating a severe financial/customer impact ● Any event that impacts more than 20% of the customer base. ● Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 – Critical Client’s business is operational but the ability to perform business functions is severely impacted, A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time. A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, or financials. Examples of Severity 2 issues includes but are not limited to: ● 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly ● Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) ● Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark) 2 hours 16 hours 4 hours
3 – Restricted Use The service is experiencing an issue that can be worked around but is impacting client’s efficient use of the service. The business is operational but with reduced efficiency. Examples of Severity 3 issues includes but are not limited to: ● Single account issue ● Business function has a slight restriction of function of non-critical nature ● A work around is required to maintain normal operations ● Non-performance impacting defect 4 hours 160 hours 40 hours
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 12 4 – Not Urgent The service is fully functional but may contain a cosmetic flaw, or misspelling. There is no operational, financial, or customer impact. Examples of Severity 4 issues include, but may not be limited to: ● A button is out of alignment on the user interface ● Question regarding configuration or functionality ● General inquiries 8 hours 200 hours Upon resolution
5 Enhancement request 16 hours As defined in change process noted in the Statement of Work As defined in change process noted in the Statement of Work
1.8 Triage Based on the severity level of the support request, Client can expect a response from the SpryPoint Customer Success Team as indicated in the table above. During this initial contact, the team has several objectives: 1. Confirm and/or clarify our understanding of the support request. Adjust reported severity level if necessary. 2. Document the use case where the issue occurs. 3. Establish a resolution plan and provide an estimated resolution time if possible. 4. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the timeframe. 5. If the support request is Level 5 (enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. An enhancement specification and quotation will be delivered. 6. Resolution 1.9 Resolution Issue Resolution indicates that the issue has been addressed and resolved, pending confirmation from Client’s power user. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened. 1.10 System Maintenance The primary contact for the ongoing maintenance and support of the application is SpryPoint’s Customer Success team. Although rare, SpryPoint may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available.
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 13 Planned system maintenance windows are mutually agreed upon with the Client. Whenever possible, SpryPoint will plan Scheduled Maintenance to coincide with Client’s IT system maintenance windows and outside the hours of 8:00 a.m. and 4:00 p.m. Eastern Standard Time. There may be some instances where updates are required immediately or within a short timeframe to maintain the integrity or functionality of SpryPoint applications. In such cases, SpryPoint will notify Client’s designated contact of unplanned system maintenance and work with Client to deploy the necessary changes during the earliest, mutually favorable time. SpryPoint will promptly notify Client’s designated contact of any downtime and provide confirmation once full functionality is restored. In extraordinary circumstances, it may be necessary to take the system offline or otherwise prevent access to applications. This would be the result of an exceptional situation (i.e., a zero-day vulnerability) where SpryPoint would take preventive action to mitigate any potential adverse impact to our clients. 1.11 Device and Operating System Support ● SpryPoint shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., provided that the Software or Services are not otherwise impaired at the start of the then-current Service Term and has been properly maintained by Client in accordance with SpryPoint’s policies. SpryPoint is not required to support its applications in the following circumstances: hardware that is no longer supported by its manufacturer. (e.g., iPhone 3G, Samsung Galaxy S Captivate) ● Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). ● Errors that are a result of product misuse, negligence, or improper utilization of any or all part of the Software or Services. ● Issues that are a result of electrical failure, internet connections problems, and all data issues deemed to be under Client’s exclusive control and responsibility including but not limited to: data input and output are outside the scope of this service level agreement. Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge. 1.12 Issue post-mortem process The issue post-mortem process at SpryPoint includes the following: Action Objective Summary of what happened ● Which services and customers were affected? ● How long and severe was the issue? ● Who was involved in the response? ● How was the issue resolved? Root cause analysis ● What were the origins of failure? ● Why do we think this happened? SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 14 Steps taken to diagnose, assess, and resolve ● What actions were taken? ● Which were effective? ● Which were detrimental? Timeline of significant activity Centralize key activities from monitoring tools, ticket management, issue details as well as internal and external communications. Learning and next steps ● What went well? ● What did not go well? ● How do we prevent this issue from happening again? Summarize findings Circulate summary to affected clients upon request.
1.13 Support Hours SpryPoint business hours are from 8:00 a.m. to 4:00 p.m. Eastern Time, Monday through Friday (excluding holidays). Support is available from 8:00 a.m. - 8:00 p.m., Eastern Time, Monday through Friday (excluding holidays). After-hours, on-call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. After-hours, on-call support rates will be in accordance with the current Rate Card (Section 3.3). 1.14 Holidays Response to requests other than Severity Level 1 may be delayed up to 24 hours during holidays observed by SpryPoint as outlined below: Holiday Date (on or around) New Year’s Day* January 1 Provincial Holiday Third Monday in February Good Friday Late March/Early April Victoria Day Third Monday in May Canada Day* July 1 Civic Holiday First Monday in August Labour Day First Monday in September SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 15 National Day of Truth and Reconciliation September 30 Thanksgiving (Canadian) Second Monday in October Remembrance Day* November 11 Christmas Day* December 25 Boxing Day* December 26 *If a holiday falls on a weekend, it will be observed the following Monday.
Service Level Agreements Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client’s business and the impact/role of the Service within the Client’s business. 1.15 Service Availability SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% within a given calendar month. Exclusions, Exceptions and Limitations This does not apply to any Service performance issues caused by factors; (i) outside of SpryPoint’s reasonable control, including any force majeure event or Internet access or related issues beyond the demarcation point of SpryPoint; (ii) that result from Client’s equipment software or other technology such as metering technology, payment and data processing services, networking technology and/or third-party equipment, software, integration services or other technology (other than third party equipment within our direct control); (iii) that result from any scheduled maintenance as provided for pursuant to this Agreement; or (iv) arising from SpryPoint’s suspension and termination of Customer’s right to use Software. 1.16 Service Credits In the event of a failure by SpryPoint to meet the Service Availability and Issue Resolution Targets as defined in this SLA, as the Client’s sole and exclusive remedy, at Client’s request, SpryPoint will provide Service Credits in accordance with the following: 1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions 2. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 3. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 16
4. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 5. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 6. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 7. More than six consecutive months: Within thirty (30) days of such failure Client shall have the option to terminate the entire Agreement and upon termination Client shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination becomes effective. 8. Service Credits shall be deducted from subsequent invoices for Subscription Fees, or upon the termination or expiration of the Agreement the Service Credits would be paid directly to the Client.
Periodic Service Reviews 1.17 Periodic Review of Open Tickets and Outstanding Issues Such reviews are offered by SpryPoint upon client request and may be held either monthly or quarterly as agreed by both parties. Reviews are led by a member of the SpryPoint Customer Success Team and commonly include: ● Discussion and review of open or recently closed tickets ● Discussion and review of recent or forthcoming product releases 1.18 Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties). Either party may request the review. The review will be led by the Manager of Customer Success and shall include: ● Discussion and resolution of any issues that may arise under an SLA ● Service delivery since last review ● Major deviations from service targets ● Negotiate proposed changes to the SLA ● Resolve concerns about service delivery ● Discuss any staffing changes for SpryPoint or Client The review mechanism shall include an escalation procedure under which any unresolved issues are escalated for immediate resolution. Disagreements shall initially be handled by means of the following escalation provision:
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 17
1.19 Escalation In the unlikely event that a customer needs to escalate an issue beyond the Customer Success Analyst in charge, the following is the path of that escalation:
If the Client is unable to get appropriate support from the assigned support analyst or senior support analyst, the client may escalate first to Shelley MacLeod, Manager of Customer Success and then to any Managing Partner at SpryPoint, however Kyle Strang is the Managing Partner responsible for Customer Success-related escalations. Contact information for the Customer Success Management Team: Shelley MacLeod, Manager, Customer Success [email protected] Office: 902.510.1770 Mobile: 902.213.0950 Kyle Strang, Managing Partner [email protected] Office: 617.939.9016 Mobile: 902.476.7930
SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 18 Release Management We provide application releases on a two-week interval. The Customer Success Team works with the Product Management team to create and distribute Release Notes to our clients. Our releases typically include new features and functionality as well as bug fixes. Product Releases: ● Release Notes are sent to the primary contacts in the organization. However, anyone can be added to the distribution list. ● Release Notes will be provided before deployment to your production environment. ● Releases are deployed after standard business hours and live in the system the next business day. ● New features and functions are disabled by default when deployed. ● Customer Success is available to assist your team in determining if enabling a new feature is right for your organization.
Insurance ExhibitSpryPoint - Exhibit C - Insurance Coverage.docx 45 Queen Street Charlottetown, PE sprypoint.com C1A 4A4, Canada My title Emphasized Subtitle May 4, 2022 Author Exhibit C – Insurance Coverage
Insurance ExhibitSpryPoint - Exhibit C - Insurance Coverage.docx Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified in the Client’s RFP. The policies shall include an endorsement naming Client as an additional insured with respect to the provision of services provided under this agreement. Insurance coverage for this agreement will be at a minimum as follows: 1. COMMERCIAL GENERAL LIABILITY INSURANCE SpryPoint shall maintain Commercial General Liability Insurance covering all operations by or on behalf of SpryPoint on a per occurrence basis against claims for personal injury and property damage. Policy limits are subject to review, but shall in no event be less than, the following: $3,000,000 Each Occurrence $6,000,000 General Aggregate $3,000,000 Personal and Advertising Injury $2,000,000 Products/Completed Operations Aggregate $2,000,000 Non-Owned Automobile Coverage Includes: (a) Separation of Insureds, Cross Liability (b) Contractual Liability (c) Products-completed Operations (d) Contingent Employer's Liability 2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE SpryPoint shall maintain Commercial Automobile Liability Insurance covering liability arising out of the operation of any vehicle (including owned, non-owned and hired vehicles). $2,000,000 Each Occurrence $2,000,000 Annual Aggregate 3. ERRORS AND OMISSIONS AND CYBER INSURANCE SpryPoint shall maintain Errors and Omissions and Cyber Insurance covering liability third party claims and losses with respect to network risks (such as data breaches, transmission of virus/malicious code; unauthorized access or criminal use of third party, ID/data theft) and invasion of privacy regardless of the type of media involved in the loss of private information. $3,000,000 Per Claim SpryPoint - Exhibit C - Insurance Coverage.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2
4. WORKERS’ COMPENSATION SpryPoint shall maintain Workers Compensation Insurance through the Workers Compensation Board of Prince Edward Island (WCBPEI). The Workers Compensation Board (WCBPEI) is a Provincial Government Organization that is responsible for all Workers Compensation related incidents for employees of companies based on Prince Edward Island. As an employer based in Prince Edward Island, SpryPoint is legally required to maintain Workers Compensation insurance through WCBPEI. If there is a workplace incident related to SpryPoint employees, coverage is provided by the WCBPEI regardless of the location. SpryPoint will provide Client with a copy of the Workers Compensation Clearance letter issued by WCBPEI which confirms SpryPoint’s coverage and that our account is in good standing. 5. ADDITIONAL INSURANCE RELATED PROVISIONS 6.1 SUBCONTRACTORS. SpryPoint agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by SpryPoint, provide the same minimum insurance coverage required of SpryPoint, except as with respect to limits. SpryPoint agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. SpryPoint agrees that upon request by Client, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Client for review. 6.2 EVIDENCE OF COVERAGE. Prior to commencement of any Services under this Agreement, SpryPoint, and each and every subcontractor shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage as indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to the Client and as described in this Agreement. SpryPoint shall file with the Client all certificates and endorsements for the required insurance policies for Client’s approval as to adequacy of the insurance protection. 6.3 TERMINATION. All policies shall contain an endorsement providing that written notice be given to the Client at least thirty (30) calendar days prior to termination, cancellation or reduction in coverage policy. Insurance policies shall remain in force until all work has been completed. If a policy does expire during the life of the Contract, a renewal certificate of the required coverage will be sent to the Client not less than ten (10) workdays prior to expiration date. SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified in the Client’s RFP. The policies shall include an endorsement naming Client as an SpryPoint - Exhibit C - Insurance Coverage.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 additional insured with respect to the provision of services provided under this agreement. Insurance coverage for this agreement will be at a minimum as follows:
Exhibit D – Security Overview
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Table of Contents 1. Overview 2 2. Personnel 2 2.1. Personnel Overview 2 2.2. Security Awareness & Training 2 2.3. End User Devices 3 2.4. Access Control 3 2.5. Physical Security 4 2.6. Monitoring 4 2.7. Control Assessments 4 3. Data Integrity & Privacy 4 3.1. Data 4 3.2. Personally Identifiable Information (PII) 5 3.3. Secure Disposal 5 4. Secure Application & Infrastructure Development 5 4.1. Least Privilege 5 4.2. Peer Code Reviews 5 4.3. Vulnerability Management 5 4.4. Configuration Management 5 4.5. Incident Response Procedures 5 4.6. Contingency Planning 6 Exhibit E – Security Overview
2 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
1. Overview This security document (“Exhibit”) details the security policy, procedures, and technologies used to protect client data. This document applies to SpryPoint’s production software-as-a-service (SaaS) offering (“The Service”), client data stored in the service, and work performed by SpryPoint implementing, maintaining, and supporting the service. SpryPoint has established a comprehensive Written Information Security Program ("WISP") which includes defining, documenting, and supporting the implementation and maintenance of the administrative, technical, and physical safeguards the firm has selected to protect the information it collects, creates, uses, and maintains. This program uses both technologies and business policies to ● Ensure the confidentiality of client’s data from any unauthorized parties; ● Protect the integrity of data; and ● Maintain availability of the service by using scalable hosting with fault tolerance. SpryPoint’s security program is based on the NIST SP 800-53 standard and the concepts of Zero Trust. The program may evolve over time as the standard is revised. These evolutions will never degrade the strength of the program. 2. Personnel 2.1. Personnel Overview 2.1.1. All SpryPoint employees are subject to background screening prior to being employed, and employment agreements cover confidentiality, non-disclosure, and other key protections. 2.1.2. SpryPoint has a dedicated information security officer who is responsible for managing and continuously improving SpryPoint’s security posture. The information security officer can be reached at [email protected]. 2.2. Security Awareness & Training 2.2.1. Employees receive security awareness training during their onboarding, and SpryPoint employees are subject to mandatory ongoing cybersecurity and phish awareness training on a regular basis. All employees are encouraged to attend security conferences where practicable.
Exhibit E – Security Overview
3 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
2.2.2. Employees must read and adhere to the Information Security Policies and must re-certify each year. 2.3. End User Devices Employees agree to the Asset Management Policy with regards to acceptable use. All end user devices provisioned by SpryPoint are hardened and equipped with: ● Mobile Device Management (MDM) software. ● Full Disk Encryption. ● Anti-Malware Software. ● Strong Password policies. ● Secure Password Vault. 2.4. Access Control 2.4.1. To ensure only authenticated users access data they are authorized to access, SpryPoint maintains policies and procedures regarding the following areas: ● Access Control Policy ● Business Continuity and Disaster Recovery Plan ● Cryptography Policy ● Human Resources Security Policy ● Information Security Policy ● Operations Security Policy ● Risk Management Policy ● Third-Party Management Policy ● Asset Management Policy ● Code of Conduct ● Data Management Policy ● Incident Response Plan ● Information Security RACI ● Physical Security Policy ● Secure Development Policy 2.4.2. User accounts on SpryPoint’s Services use role-based security to enable least privilege authorization. Passwords on the service are protected by industry best practices, using industry-standard encryption algorithms. Access to systems can be configured to use Single-Sign-On identity providers such as Azure Active Directory, Okta, or other identity providers.
Exhibit E – Security Overview
4 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
2.4.3. Where possible, services are whitelisted to specific IP ranges rather than the open internet. SpryPoint staff use VPN services to connect to SpryPoint services where appropriate. 2.4.4. Policies cover data classification and protection of classified and restricted data. 2.5. Physical Security The SpryPoint office is alarmed with unique codes per employee, and is protected via electronic key cards & fobs. The SpryPoint office does not provide physical access to production systems from inside the office. 2.6. Monitoring 2.6.1. SpryPoint collects application and infrastructure logs to validate service uptime and operational status, to assist with troubleshooting system issues, and to protect and secure our networks and Client Data. Events are maintained for a period of at least one year. 2.6.2. Logs may include login ID, timestamps, login authorization granted or denied, number of denied login attempts, system load data such as CPU% and free memory, data changes within the system, or other relevant information and activity. 2.7. Control Assessments SpryPoint maintains a documented risk management program that includes an annual risk assessment. 3. Data Integrity & Privacy 3.1. Data 3.1.1. The Service is provided through secure data centers operated by an ISO 27017:2015 certified third party. 3.1.2. Data is encrypted at rest and in transit. 3.1.3. Data backups are performed daily, and tests to restore the data are run regularly 3.1.4. Questions regarding data privacy may be directed to [email protected].
Exhibit E – Security Overview
5 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
3.2. Personally Identifiable Information (PII) Confidential PII is compartmentalized and encrypted with unique record-level keys and an additional level of encryption. 3.3. Secure Disposal SpryPoint policies mandate secure disposal or destruction of personal information, whether in paper or electronic form, when it is no longer to be retained in accordance with applicable laws or defined policies. 4. Secure Application & Infrastructure Development 4.1. Least Privilege Only authorized Personnel with a specific business purpose are allowed access to production and development environments and/or resources. 4.2. Peer Code Reviews All code changes require a code review before allowing a merge. 4.3. Vulnerability Management 4.3.1. SpryPoint uses automated tools to check for vulnerabilities in the software and any framework dependencies. 4.3.2. Vulnerabilities are triaged and remediation timelines are managed as per a Service Level Agreement. 4.4. Configuration Management 4.4.1. SpryPoint has embraced infrastructure as code to ensure repeatability, and to streamline the application of security patches and updates. Deployment is managed via a CI/CD pipeline. 4.4.2. Infrastructure changes are documented and scheduled and contain approval chains and rollback plans. 4.5. Incident Response Procedures SpryPoint's incident response policy includes well-defined procedures to be followed in the event of a breach or threat of any application or system associated with the accessing, processing or storage of data.
Exhibit E – Security Overview
6 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
4.6. Contingency Planning SpryPoint has a program to test and improve disaster recovery run books and business continuity plans. The security and DevOps teams perform BC/DR testing, conduct simulations, and request feedback to improve the plan.
Exhibit E SpryPoint Data Processing Exhibit This Data Processing Exhibit (“DPE”) forms a part of and is subject to the SpryPoint Master Subscription Agreement (“Agreement”), applicable Pricing Schedule or Statement of Work or other written subscription agreement (together with any attachments issued thereunder, the “Agreement”) between SpryPoint Services Inc. (“SpryPoint”) and the Party identified as the “Client” in the Agreement, where Client is using SpryPoint’s Software and Services. This DPE reflects the Parties’ agreement with regards to the applicable Privacy/Data Protection Laws and governs the data processing related obligations of SpryPoint and Client for any applicable Subscription or Statement of Work involving the processing of Client’s Personal Information. In the event of any inconsistency or conflict between this DPE and the Agreement, the terms and conditions of the DPE shall prevail. In delivering the Software or Services under the Agreement, SpryPoint may Process Personal Information/ Personal Data as a Data Processor on behalf of Client, which is the data controller. It is hereby agreed as follows: Definitions Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. “Covered Data” means (i) Client Data, (ii) Technical Services Data, and (iii) any other electronic data or information submitted by or on behalf of Client to a Covered Service. “Covered Service” means (i) any Service provided that specifically refers to this DPE, and/or, (ii) any Technical Services. “Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller. “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. “Data Subject” means the person to whom the Personal Data relates. “Personal Data” means any Covered Data that relates to an identified or identifiable natural person. “Personal Data Breach” means (i) a ‘personal data breach’ or (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. “Subprocessor” means a SpryPoint Affiliate or third-party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE. “Subprocessor List” means the subprocessor list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service. 1. Subject and Scope 1.1. Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client and its Affiliates are the Data Controller(s) and SpryPoint is the Data Processor. SpryPoint shall Process Personal Information/ Personal Data under the Agreement(s) only as a processor acting on behalf of Client where Client is the Data Controller, SpryPoint agrees that it will Process Personal Information/ Personal Data for the sole purpose of providing the Services as described in the Agreement(s). 1.2. Purpose. Client discloses Personal Information/ Personal Data to SpryPoint solely for: (i) a valid business purpose; and (ii) SpryPoint to perform the Services. 1.3. Instructions for Processing. SpryPoint shall Process Personal Data in accordance with Client’s documented instructions. Client instructs SpryPoint to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE). Client may provide additional instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE. 1.4. Prohibitions. SpryPoint is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using, or disclosing Personal Information/ Personal Data for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client. 1.5. Warranty. Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction. 1.6. Sole Responsibility. Client is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data. 1.7. Compliance with Laws. SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, SpryPoint is not responsible for complying with Data Protection Laws applicable to Client or Client’s industry such as those not generally applicable to online service providers.
Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE. 2. Technical, Organizational Measures and Security 2.1. Security Measures. SpryPoint implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk. The parties agree that the security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. 2.2. Confidentiality. SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client. 2.3. SOC 2 Compliance. Upon request, SpryPoint can provide Client with a copy of its SOC 2 Type I report which attests to the controls at a service organization. SpryPoint is currently undergoing an audit for SOC 2 Type II Compliance. Upon successful completion, at a minimum, SpryPoint agrees to maintain SOC2 Type 2 compliance. SpryPoint may modify its Security Measures from time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided in this DPE. 2.4. Processing Terms. At all times that SpryPoint Processes, and/or has access to Personal Information/ Personal Data, SpryPoint shall (a) Process such Personal Information/ Personal Data only in accordance with Client’s documented instructions (b) not Sell (as defined under CCPA) Personal Information/ Personal Data, or retain, use, or disclose such Personal Information/ Personal Data (i) for any purpose other than for the specific purpose of performing the Services or (ii) outside the direct business relationship between Client and SpryPoint. 2.5. Acknowledgement. Acknowledging that Client (and not SpryPoint): (i) controls the nature and contents of Client Data (including any Personal Information/ Personal Data therein); and (ii) acts as its own system administrator and controls user access to Client Data (including any Personal Information/ Personal Data therein), Client represents and warrants that on the date of this DPE and during the Term: 2.5.1. Personal Information/ Personal Data has been and will be collected and Processed by Client in accordance with applicable Privacy/Data Protection Laws;
2.5.2. Client will take all steps necessary to ensure it achieves the foregoing, including without limitation, by providing Data Subjects with appropriate privacy notices, obtaining any required consent, and ensuring that there is a lawful basis for Contracted Processors to Process Personal Information/ Personal Data. 3. Subprocessors 3.1. Use of Subprocessors. Client hereby agrees and provides a general prior authorization that SpryPoint and SpryPoint Affiliates may engage Subprocessors. SpryPoint or the relevant SpryPoint Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. SpryPoint shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by SpryPoint. 3.2. Notification of New Subprocessors. SpryPoint shall make available to Client a Subprocessor List and provide Client 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, SpryPoint shall provide notice to Client by updating the Subprocessor List. 3.3. Approved SpryPoint’s Sub-Processors Sub-Processor Country Website Service Provided Amazon Web Services United States aws.amazon.com Cloud Infrastructure Freshdesk United States www.freshworks.com Customer Service Heroku United States www.heroku.com Cloud Infrasturcture Twilio United States www.twilio.com SMS Delivery Iservice Twilio Sendgrid United States www.twilio.com/sendgrid/email-api Email Delivery Service Solarwinds Papertrail United States www.papertrail.com Log Management Service Raygun United States www.raygun.com Application Management Service 4. Rights of Data Subjects 4.1. Assistance with Data Subject Requests. SpryPoint will, in a manner consistent with the functionality of the Covered Service and SpryPoint’s role as a Data Processor, provide reasonable support to Client to enable Client 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, Client is responsible for responding to Data Subject Requests. If SpryPoint receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, SpryPoint will promptly forward such request or complaint to Client, provided the Data Subject has given sufficient information for SpryPoint to identify Client.
5. Cooperation To the extent SpryPoint is required under Privacy/Data Protection Laws, SpryPoint will assist Client to comply with Privacy/Data Protection Laws; in particular (i) SpryPoint will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Laws; (ii) it will assist Client in responding to any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under the Agreement(s); (iii) it will promptly notify Client if its Processing of Personal Information/ Personal Data is likely to result in a high risk to the privacy rights of data subjects or is unable to comply with Client’s instructions for any reason, (iv) and upon reasonable request, will assist Client to carry out data protection impact assessments. 6. SpryPoint Personnel SpryPoint 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 Client’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 shall survive the termination of employment. 7. Personal Data Breach In the event SpryPoint becomes aware of a Personal Data Breach it shall without undue delay notify Client in accordance with the Security Breach provisions of the Master Subscription Agreement. To the extent Client requires additional information from SpryPoint to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, SpryPoint shall provide reasonable assistance to provide such information to Client taking into account the nature of Processing and the information available to SpryPoint. 8. Security Program SpryPoint shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in the Security Exhibit. If SpryPoint becomes aware of a security incident or has a reasonable suspicion of a Personal Information/ Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s), it will inform Client without undue delay and will provide reasonable information and cooperation to Client so that Client can fulfill any Personal Information/ Personal Data Security Incident reporting obligations it may have under the applicable Privacy/Data Protection Laws. SpryPoint will take reasonably necessary measures to remedy and mitigate the effects of the Security Incident as set forth in the Security Exhibit.
9. Audit SpryPoint completed SOC2 Type I in 2022. SpryPoint will use external auditors to verify the adequacy of its security measures and controls for the Software and Services provided under the Agreement. The resulting audit will: (i) be performed according to AICPA SOC2 standards or such other alternative standards that are substantially equivalent to AICPA SOC2; (ii) be performed by independent third-party security professionals at SpryPoint’s selection and expense; and (iii) result in the generation of a SOC 2 Type II report (“Audit Report”), which will be SpryPoint’s Confidential Information. The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually agreed non-disclosure agreement covering the Audit Report. For the avoidance of doubt, each Audit Report will only discuss Software and Services in existence at the time the Audit Report was issued. Client agrees that, to the extent applicable, SpryPoint’s then-current SOC 2 audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client. In the event that Client, a regulator, or supervisory authority requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, SpryPoint will (i) make available to Client on request all information necessary to demonstrate compliance with this DPE, and (ii) allow for and contribute to audits, including inspections, by an auditor mandated by Client in relation to the Processing of the Personal Information/ Personal Data by SpryPoint. 10. Return and Deletion of Client Data and Personal Data Upon written request by Client made prior to or upon any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely to allow Client to retrieve Client Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). After such Retrieval Period, SpryPoint will have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data by deleting Client’s Tenant. provided, however, that SpryPoint will not be required to remove copies of the Client 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 SpryPoint will continue to protect the Client Data in accordance with this Agreement. Client Data will be made available in a SpryPoint-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 SpryPoint by Law. Additionally, during the Term of the Agreement, Clients may extract Client Data using SpryPoint’s standard web services. Upon termination of the Covered Service, SpryPoint shall return and delete Personal Data in accordance with the relevant provisions of the Agreement. 11. General Provisions 11.1. Client Affiliates. Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.
11.2. 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 SpryPoint’s systems. 11.3. Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement, the provisions of this DPE shall prevail with regard to the parties’ data protection obligations. 11.4. Client Affiliate Enforcement. Client’s Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions: 11.4.1. Client 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 SpryPoint 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 11.4.2. for the purpose of any Affiliate Claim brought directly against SpryPoint by Client 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 Client. 11.5. Remedies. Client’s remedies (including those of its Affiliates) with respect to any breach by SpryPoint or its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPoint 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 (the “Liability Cap”). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap. 11.6. 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.
Teller Software as a Service Agreement
This is the Teller Software as a Service Agreement (“Agreement”) dated as of March __, 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 Maria, a political subdivision of California, having its principal place of business at 110 East Cook Street, Santa Maria, CA 93454 (hereinafter referred as “Client”).
RECITALS
1. Pursuant to the terms of this Agreement, CanAm will provide a web-based system to manage point of sale processes for Client.
2. This system assists Client in managing revenue intake from cashiering to balancing, providing reconciliation workflows, and is intended to provide Client with reporting and visibility into financial transactions, increasing the accountability and transparency of financial management for Client.
AGREEMENT
Client and CanAm agree as follows:
1. DEFINITIONS
1.1. Agreement – this document and all schedules attached or incorporated by reference, and any subsequent addendums or amendments made in accordance with the provisions hereof.
1.2. Annual Software as a Service Fee – the annual fee payable by Client for the use of Teller software, including Teller support services, including releases, and Hosting 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 as set out in the CanAm portion of the RFP response and attached hereto as Exhibit C, but do not pertain to subsequent errors brought about by Infrastructure changes made by Client or any other Third-Party. Defects do not include changing user preferences, report or screen aesthetics, presentation standards, or validity of converted data. 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. Hosting Services – the services provided at the Third-Party hosting facility that are provided by CanAm to Client.
1.10. Hosting 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. Hosting SLA – the Hosting 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
ATTACHMENT F
infrastructure needed to perform these functions or can also be used as a gateway to an external, non- client owned, infrastructure that provides the necessary business functions.
1.13. Deliverables – the services deliverables, documentation and defined milestone objectives set forth in a Statement of Work. For greater certainty, Deliverables shall not include any Third-Party Software or related documentation licensed directly to Client from a Third-Party, or any modifications or enhancements thereto or derivatives thereof.
1.14. Intellectual Property – property that derives from the work of the mind or intellect, specifically, an idea, invention, trade secret, process, program, data, formula, patent, copyright, or trademark or application, right, or registration. Intellectual Property includes: a) Teller pre-existing software, or pre-existing software Configurations (including reports) 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.
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. Party or Parties – referring to CanAm or Client or both.
1.18. 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.
1.19. Production Environment – the environment provided to Client for end user official business use.
1.20. Release(s) – update to Teller issued by CanAm to general availability for Teller Clients.
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 or other written request.
1.23. Source Code – any and all program code or database definitions developed by CanAm programmers using a formal programming language and used by Teller software.
1.24. Specifications – means the requirements of the Deliverables as set forth in the Statement of Work or an amendment to this Agreement.
1.25. Statement of Work (SOW) – a document that describes the implementation services, software products, and other deliverables to be provided by CanAm (including its subcontractors if applicable) to Client under this Agreement. The initial Statement of Work is incorporated into the Cognizant Implementation Statement of Work.
1.26. Teller – an enterprise Point of Sale system that manages revenue intake from cashiering to balancing and reconciliation workflows in a single integrated database. Teller includes the reports and documentation that come with the Teller software.
1.27. Teller Annual Software as a Service Agreement – the document (i.e., this Agreement) which provides the terms and conditions under which the right to use Teller is provided to Client.
1.28. Teller System – a pre-existing set of Configurations that extends Teller by providing functionality specific to a business area.
1.29. Test Environment – the environment set up by CanAm to provide testing and training capability for Client.
1.30. Third-Party – a person, corporation, organization or entity other than Client or CanAm.
1.31. 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.
2. SCOPE OF AGREEMENT
2.1. By this Agreement, CanAm agrees to provide Client with a single Annual Subscription Software License to use the Teller System in the Production Environment at the edition specified in Exhibit A. This License includes the number of Interfaces, Concurrent Users, and/or Named Users identified in Exhibit A and subsequent purchase orders. During the term of this agreement, CanAm agrees to cooperate and work with Client and Client’s agents regarding implementation and integration of Teller Services with Workday and Client’s other third-party software services that require integration with Teller Services.
2.2. Client and CanAm agree that CanAm may opt to permit the use of this Agreement by broader pu blic sector entities to procure Teller Software as a Service according to the terms and conditions of this Agreement as follows:
"Broader Public Sector Entities" means other political subdivisions, municipalities, tax-supported agencies and non-profit entities in the United States, including all local and state government agencies, academic institutions, school boards, special districts and any other public entities as acknowledged by the Federal government and any other public entities as agreed by Client.
With respect to purchases by Broader Public Sector entities, Can/Am acknowledges that such Broader Public Sector Entities shall make purchases in their own name, make payments directly to CanAm, and shall be liable directly to CanAm, holding Client harmless.
3. TERM OF AGREEMENT
3.1. This Agreement will remain in effect for a period of one (1) year from signing and will be renewed annually thereafter upon payment by Client of the Annual Software as a Service Fee within forty-five (45) 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 internal business or public purposes. Any other use of Teller by Client is not permitted.
5. SOFTWARE AS A SERVICE LICENSE 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 Hosting Services. The first year of the Teller Software as a Service Fee is billable upon execution of this agreement.
5.2. Client may subsequently add licenses and users throughout the Term for an additional price as set out in Exhibit A.
5.3. The Annual Software as a Service Fee does not include Configuration. CanAm may provide these Services for additional charge under a SOW or directly as professional services for the time and materials hourly rate established in Exhibit A.
5.4. Client agrees to remit payment annually within 45 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 forty-five (45) days of date of invoice.
5.5. Subject to clause 7.3, the Software as a Service Fee includes Releases and updates that are made generally available to Teller Clients, at no additional charge to Client.
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 8:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday, excluding Colorado statutory holidays. Extended hours of coverage or on-call coverage outside of these working hours can be provided at additional rates per Section 8.
6.3. When Client submits a support request through the Teller support web site during normal CanAm hours for support, as specified in Section 6.2 of this Agreement, CanAm and Client will categorize, and CanAm will escalate as appropriate, the support request according to the following criteria. To ensure the listed Response Time, Client must call the provided Teller support toll-free number to report or confirm Critical and High priority issues.
Severity Definition Response
Time
Resolution Time
Critical Client site is down.
Major impact to operations of Client
site.
< 15
minutes
Immediate and ongoing effort,
with daily reporting to Client as
necessary until a work-around or
fix has been provided.
High Major impairment of at least one
important function at Client site.
Operations at Client site are
impacted.
All important Client functions are
working albeit with extra work.
< 1 hour Proceed with fix as high priority
work with reporting to Client as
necessary until a work-around or
fix has been provided.
Medium Client Operations not significantly
impacted.
One or more minor Client functions
not working.
Major usability irritations impacting
many staff at Client.
< 4 hours Proceed with fix as medium
priority work, according to
schedule set by CanAm.
Low Minor usability irritations.
Work-around exists.
< 2
business
days
Proceed with fix as low priority
work, according to schedule set by
CanAm
6.4. The Software as a Service Fee does NOT include technical support for Configurations and Third-Party Software not embedded within Teller, such as (but not limited to) operating system software and Microsoft Office products. Technical support for Teller related Third-Party hardware that may be used by Client, including scanners, printers, credit terminals, and other hardware peripherals is also not included.
6.5. CanAm will not begin charging Client for resolution of a non-Teller related problem until CanAm demonstrates to Client that the source of the problem is not related to a Teller Defect and Client has authorized work to resolve the issue. No time will be charged to Client for Teller Defects reported to CanAm.
6.6. Unless otherwise specified, Teller product warranty and support activities will be conducted at and deployed remotely. Travel and living expenses to provide on-site services deemed by CanAm at its sole discretion as required to repair a Teller Defect will not be charged to Client.
7. CLIENT OBLIGATIONS AND RESPONSIBILITIES
Unless otherwise stated in a separate agreement between the parties or in a Schedule of this Agreement, the following tasks will be the sole responsibility of Client:
7.1. Infrastructure Support –managing the local Internet Service Provider (ISP) providing Client its internet connection and/or its wireless service; managing its own networks; managing all desktop and mobile hardware for Client staff and implementing its own security policies and procedures.
7.2. First-Line Teller Support – Client is responsible for providing first-line Teller support to Client staff. First-line 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 Releases – Client acknowledges that future Releases of Teller software may require different or additional Client equipment and/or software in order 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, and any other consulting activity. CanAm professional services may be purchased for an all-inclusive fixed-cost, or on a time-and-materials basis. All time and materials services will be approved in advance by the Client in a mutually agreed Statement of Work or other written request, and invoiced monthly based on the rates specified in Exhibit A. For fixed-cost services, all terms, conditions and costs will be specified in a mutually agreed Statement of Work.
8.2. CanAm will perform the Services and provide the deliverables that are described in each Statement of Work in accordance with the terms of the SOW and this Agreement, for the price and in accordance with the delivery dates and Specifications described in the Statement of Work.
9. PAYMENT FOR SERVICES
9.1. Client will pay the fees set out in the Statement of Work, plus all applicable taxes, upon acceptance of deliverables specified in the Statement of Work, subject to receipt of invoices from CanAm.
9.2. CanAm will submit invoices and other supporting documentation which may be required by Client describing the Services and deliverables for which payment is claimed.
9.3. Client will pay, without set-off or deduction, each invoice or undisputed portion of an invoice within forty- five (45) days from receipt of the invoice. Any disputes will be resolved according to the dispute resolution process set out in Section 17 of this Agreement. CanAm reserves the right to charge Client one (1) per cent interest per month on any undisputed outstanding balance of any fees or expenses not paid within thirty (30) days of date of invoice.
10. SOURCE CODE
10.1. This license will provide Client with run-time only capability for Teller as described in Section 2 of this Agreement.
10.2. Source code (metadata) to custom Configurations, reports, and specialized code developed specifically for Client will be provided to Client upon request.
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 a patch Release if necessary.
11.2. The warranty on all CanAm-developed custom Configuration is defined in the applicable SOW. Subject to clause 11.4, standard 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 or custom code not developed by CanAm, or developed by CanAm and subsequently altered by Client or any Third-Party.
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 neither of the foregoing options is reasonably available to CanAm, then use of the impacted portions of the Service may be terminated at CanAm’s option if and only if CanAm is terminating use of the impacted portions of the Service to all other CanAm Clients affected by the Claim and CanAm's sole liability (other than its obligation to defend and indemnify as set forth in the section 14) shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination, as well as any fees paid by Client attributable to the enjoined portions of the Service for the period of time C lient was enjoined from use of the Service. In addition, CanAm will not object to Client’s participation in the defense against any proposed injunction which would impact Client’s ability to use the Service.
This represents Client's sole and exclusive remedy with respect to this warranty.
11.5. CanAm has no obligation for any claim of infringement based on a Client or Third Party modified version of the Teller software or based on the combination of the Teller software with any Third Party product not provided by CanAm. CanAm provides no warranty whatsoever for any Third Party software or hardware products.
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 INF ORMATION
GIVEN BY EITHER PARTY, THEIR AFFILIATES OR ITS OR THEIR AGENTS, SERVANTS,
EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A DIFFERENT OR GREATER
WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY UPON ANY SUCH
ORAL OR WRITTEN COMMUNICATIONS TO CREATE OR ESTABLISH WARRANTY RIGHTS IN EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN.
12. OWNERSHIP OF SOFTWARE AND DATA
12.1. CanAm has exclusive licensing and distribution rights for Teller software (Copyright © 2004 – 2024, all rights reserved), including Teller; licensed Teller Plugins, and licensed Teller Interfaces within the United States of America and Canada. Client will not remove any ownership or copyright notices from Teller software or documentation. Reproduction, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of Teller is strictly prohibited.
12.2. CanAm is, and will remain, the exclusive owner, or is the authorized agent of the owner of Teller proprietary information, and all patent, copyright, trade secret, trademark, and other Intellectual Property rights remain solely with CanAm. No license or conveyance of any such rights to Client is granted or implied under this Agreement.
12.3. CanAm will retain ownership of the Intellectual Property associated with Enhancements or Interfaces developed by CanAm for Client.
12.4. Client is deemed to own any custom Configuration for their Teller installation. Client grants CanAm a non- exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, sublicense, modify, and sell the custom Configuration developed pursuant to this Agreement without compensation to Client.
12.5. Notwithstanding anything to the contrary herein, each Party and its respective personnel and contractors shall be free to use and employ its and their general skills, know-how, pre-existing IP and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other Party.
12.6. Client may not sell, rent, lease, give, distribute, assign, pledge, sublicense, loan, timeshare, or otherwise transfer Teller software or documentation to any other Party. Client agrees not to distribute Teller as part of any other software product, commercial or otherwise, without the prior written approval of CanAm.
12.7. Client will retain sole and complete ownership of its data at all times, regardless of the location of the data, and CanAm may not make any use of Client data other than for testing and Service delivery purposes, without the prior written consent of Client.
13. CONFIDENTIAL AND PROPRIETARY INFORMATION
13.1. Each Party will hold in confidence, and will not disclose to any unauthorized personnel, any confidential or proprietary information of the other Party. Each Party will use such confidential or proprietary information only for the purpose for which it was disclosed.
13.2. As used in this Agreement, the term “confidential or proprietary information” (“Confidential Information”) means all trade secrets or proprietary information designated as such in writing by one P arty to the other. All software code in source of object format will be deemed to be proprietary information regardless of whether it is marked as such. Information which is orally or visually disclosed by one Party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute proprietary information of the releasing Party if:
a) it would be apparent to a reasonable person, familiar with the business of the releasing P arty 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 P arty a written document describing such information and referencing the place and date of such oral, visual, or written disclosure, and the names of receiving Party personnel to whom such disclosure was made.
13.3. Each Party will only disclose Confidential Information received by it under this Agreement to personnel who have a need to know such Confidential Information for the performance of its duties and who are bound by an agreement to protect the confidentiality of such Confidential Information.
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, including the California Public Records Act, 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 ACTION, CLAIM, LOSS OR DAMAGE
ARISING OUT OF TELLER AND THE PERFORMANCE OF ANY SERVICES IN CONNECTION WITH
THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, CLAIM, LOSS OR DAMAGE, BE IT
CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE AN AWARD FOR DIRECT PROVABLE
DAMAGES THAT IN NO EVENT EXCEED THE AGGREGATE OF THE AMOUNTS PAYABLE TO CANAM UNDER THE TERM OF THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
14.2. CLIENT SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THAT UNDER NO CIRCUMSTANCES
WHATSOEVER WILL CANAM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND, OR ANY LOSS
RESULTING FROM BUSINESS DISRUPTION ARISING FROM THE USE OF TELLER , OR FROM
ANY SERVICES COVERED UNDER THE TERMS OF THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY OR OTHERWISE, EVEN IN THE EVENT THAT CANAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3. Subject to Section 14.1 and 14.2, CanAm will indemnify and hold harmless Client and its affiliates, employees and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any Third Party claim caused by the intentional misconduct or gross negligence of CanAm or any of its employees, agents or subcontractors in performing the Services.
14.4. Notwithstanding anything stated in this Agreement to the contrary, and to the extent that under the express terms of this Agreement or any other agreement then in effect between the Parties, neither Party will be liable under any provision under this Section if any patent, copyright, or trade secret infringement or any other claim is based upon or caused by the following: (i) a use for which the Services were not designed or specified; (ii) design specifications or any data, information, drawings, manuals, script, etc., provided from one Party to the other, which has resulted in the infringement action; (iii) the combination, operation or use of the Services with any other product or services, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question; and/or (iv) use of a superseded release of licensed software if the infringement would have been avoided by the use of a current release of the licensed software. Should any claim of infringement be made based upon (i) through (iv) above, the infringing party and its affiliates shall be indemnified and held harmless for all costs, expenses, loss, damage or liability arising therefrom.
14.5. In the event of a Third Party 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. 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.
14.6. Notwithstanding clause 14.5, CanAm shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Client by a third party alleging that the use of the Service infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided, however, that Client: (a) promptly gives written notice of the Claim to CanAm; (b) gives CanAm sole control of the defense and settlement of the Claim (provided that CanAm may not settle any Claim unless it unconditionally releases Client of all liability); and (c) provides to CanAm, at CanAm's cost, all reasonable assistance. CanAm shall not be required to indemnify Client in the event of: (w) modification of the Service by Client, its employees, or authorized parties in conflict with Client’s obligations or as a result of any prohibited activity as set forth herein; (x) use of the Service in a manner inconsistent with the Documentation; (y) use of the Service in combination with any other product or service not provided by CanAm,; or (z) use of the Service in a manner not otherwise contemplated by 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, Client materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, Client becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of Client. If any of the above conditions are encountered, CanAm will provide written notice to Client and provide 30 calendar days for Client to remedy the default. If the default is not rectified within 30 calendar days, CanAm will have cause to terminate this Agreement.
15.2. Client may terminate this Agreement if: CanAm materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, CanAm becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of CanAm. If any of the above conditions are encountered, Client will provide written notice to CanAm and provide 30 calendar days for CanAm to remedy the default. If the default is not rectified within 30 calendar days, Client will have cause to terminate this Agreement.
15.3. Termination of this Agreement will not affect the provisions of this Agreement relating to the payment of amounts due under Section 5; Software as a Service License Fees, Section 14; Limitation of Liability and Indemnity, Section 13; Confidentiality; or any other obligations of the parties which by their nature are intended to survive termination of this Agreement.
16. RIGHTS AND OBLIGATIONS
16.1. If either CanAm or Client terminates this Agreement, CanAm will retain all fees for Services delivered to Client up to the date of termination. CanAm will refund a pro-rated portion of the Annual Software as a Service Fee to Client, based on the number of full or partial calendar months of service provided under the Agreement since the last annual renewal date.
16.2. Any termination by either Party as provided in this Agreement will not in any way operate to deny any right or remedy of the other Party, either at law or in equity, or to relieve a Party of any obligation to pay the sums due under this Agreement, or of any other obligation accrued prior to the effective date of termination.
16.3. Upon termination of this Agreement, Client agrees to cease any and all operational use of Teller and further agrees to delete all Teller software from the Client Infrastructure. CanAm agrees to make reasonable provision for an extract of Client’s operational data from Client’s Production Environment if requested by Client.
16.4. Teller is subject to the export control laws of the United States and other countries. Client may not export or re-export Teller software without the appropriate United States and foreign government licenses. Client must comply with all applicable export control laws and will defend, indemnify and hold CanAm harmless from any claims arising from Client’s violation of such export control laws.
17. DISPUTES
17.1. CanAm and Client will both separately and jointly use diligent efforts to establish positive and ongoing communications both within and between their respective organizations. Key personnel within CanAm and Client will communicate regularly in order to review the status and priorities for the provision of services by CanAm and Client.
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.
18. RELATIONSHIP OF THE PARTIES
18.1. Each of the Parties is an independent contractor. Nothing herein shall be construed to place the Parties in a relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever.
19. WAIVER
19.1. No failure or delay on the part of either Party to exercise any right or remedy hereunder will operate as a waiver of such right or remedy.
20. ASSIGNMENT AND SUCCESSION
20.1. This Agreement, including all of its rights and obligations created hereunder, shall not be assigned or transferred in any manner whatsoever (except upon transfer of majority ownership of a Party's business by merger, or consolidation, in which case the Agreement may be assigned to the succeeding owner) unless with the prior written consent of the opposite Party signed by an officer thereof , which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and s hall inure to the benefit of the Parties and their respective successors and assigns.
21. NON SOLICITATION
21.1. Client agrees that for the duration of this Agreement, and for a period of one (1) year from the date of termination of this Agreement (or the date of termination of the final SOW if that date is later), it will not on its own behalf or on behalf of any other person or entity: (a) initiate contact for the purposes of hiring or contracting the service of, or (b) directly or indirectly solicit or induce for employment, or otherwise offer to hire or contract the services of, any employee, contractor or agent of CanAm who is directly related to the provision of services hereunder. Notwithstanding the foregoing, the provisions of this Section 21.1 shall not apply to the hiring of: (i) any individual who is hired as a result of responding to a general public “help wanted” type of solicitation by a Party; or (ii) any individual who, of his or her own volition, approaches, contacts, or solicits a Party for employment or other working arrangements and who such Party has not induced or solicited to make such approach, contact, or solicitation.
22. FORCE MAJEURE
22.1. Neither Party shall be under liability to each other by reason of non- performance or delay in performance of any obligation hereunder caused by Force Majeure, to the extent that non-performance or delay is attributable to such Force Majeure and only for the duration of the Force Majeure and the effect upon its ability to perform its obligation hereunder.
23. SEVERENCE
23.1. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision can be severed from this Agreement and all other provisions will remain in full force and effect.
24. INSURANCE
24.1. CanAm shall, at its own expense and without limiting liabilities under this Agreement, insure its operations according to the insurance 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, County of Santa Barbara.
27. COUNTERPARTS
27.1. This Agreement may be executed in two or more counterparts, by facsimile or otherwise, each of which is an original, and all of which together constitute one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart.
28. ENTIRE AGREEMENT
28.1. This Agreement, and any applicable attachments, SOWs, schedules, exhibits or other documents constitutes the entire agreement of the Parties with regard to the matters herein, and supersedes all other prior written or oral agreements, representations and other communications between the Parties. All terms of any order acknowledgement or other document provided by Client, including but not limited to any pre -printed terms thereon and any terms that are inconsistent, add to, or conflict with this Agreement, s hall be null and void and of no legal force or effect. No modification of this Agreement is valid unless set out in writing by the Parties.
Can/Am Technologies, Inc. City of Santa Maria
________________________________ _____________________________ Signature Signature
_________________________________ _____________________________ Name Name
_________________________________ _____________________________ Title Title
_________________________________ _____________________________ Date Date
Exhibit A
Annual Software as a Service Fees
Licensed Teller Modules, Interfaces and Users
License Description Quantity Monthly Base
Amount
Teller Standard License Teller Standard License Package:
• Production instance of Teller
• Test instance of Teller
• 3 Concurrent User Licenses
• Credit Processing Interface
• Unlimited read-only users
• Hosting and Support Services
1 $2,465
Future Additional Concurrent
Users @
$150/month/user, discounted to
$114
Concurrent User Licenses (total: 25 user
licenses)
22 $2,508
Future Business System
Interfaces at
$200/month/interface, for
BAFO $190
Workday A/R,
Sprypoint UB Interface
2 $380
Future End of Day Payment
Import Interfaces @
$100/interface, for BAFO $95
• Paymentus Import
• Remit Central
• CentralSquare
• Active.Net
• Progressive Solutions
• WasteWorks
6 $570
Revenue
Submission
Not quoted, available for a future phase 0 $0
Image Cash Letter License For deposit of scanned checks to bank 1 $285 Check Recognition
Processing License
For automatic read of check amount and
number
14,000 $143
Teller Online Not quoted, available for a future phase 0 $0 Monthly Total Pricing based on annual payment $6,351
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 $76,215
Year 2 $79,264
Year 3 $82,434
Year 4 $85,732
Year 5 $89,161
Professional Services
All rates are in US dollars and exclude any applicable taxes.
Service Rate
Professional Services Hours $185/hr
After year one, Annual Fees and the Professional Services Hourly rate will be subject to an annual increase equal to the increase in the Consumer Price Index during the preceding year. For planning purposes, the above pricing estimates the CPI increase at 4% annually. For clarity, in no event shall the Annual Fee or the Professional Services Hourly rate decrease. For purposes hereof "Consumer Price Index" shall mean the Consumer Price Index for All Urban Consumers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor, All Items (1982-84=100).
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.
Equipment prices are estimated and provided based on current rates, and subject to change due to changing hardware costs.
Item Model Unit Price Quantity Total
Receipt Printer Epson TM-M3011/USB/Ethernet Thermal
Printer Black
$312 0 $0
Check Scanner CX30-IJ Digital Check CheXpress Single
Document Check Scanner with Rear Ink Jet
$481
0 $0
Check Scanner -
Bulk
Digital Check TS 240 50 DPM, 100 doc
feeder, 100 doc output pocket (WITH ink jet
endorser)
$937 0 $0
Cash Drawer JB320-BL1816-C APG, SERIES 4000,
HEAVY DUTY CASH DRAWER + cable
$328 0 $0
Receipt
Printer/Validator
Epson TM H-6000V $761 0 $0
Total Equipment 0 $0
Exhibit B
Hosting 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 Hosting SLA. CanAm may not make any other uses of Client data for any reason whatsoever, without the express written consent of Client, unless ordered to release such data by a court of competent jurisdiction.
1.3. Client may request return of any or all of its data at any time, for any reason, including for a period of 120 days post contract termination, and CanAm will provide such data within a reasonable period of time, in a mutually agreeable format.
2. OVERVIEW OF HOSTING SERVICES
2.1. CanAm is committed to providing secure, reliable and dedicated Hosting Services to Client. For maximum protection and value to Client, CanAm will contract with Amazon AWS for provision of a hosting facility in the United States.
2.2. CanAm reserves the right to change hosting providers to an alternate service providing comparable functionality, and meeting the standards in this document.
2.3. All hosting services will be provisioned from data centers located within the United States.
2.4. In return for Annual Software as a Service Fee from Client, CanAm will provide the following services to Client:
Service Description
Secure Hosting
Site
A secure hosting facility with 24/7 security control.
Internet Service
Providers
A facility with stable network connectivity across North America.
Internet services will be routed through multiple independent carriers to eliminate single-carrier points of failure.
Data and Service
Redundancy
Redundant storage across multiple zones providing failover in the event of a catastrophic failure at the primary hosting site.
Software Operating System, Database and Virus Protection software as required to run the Teller environments.
CanAm will keep systems secure by keeping them up-to-date on security patches and security audits, and all Third-Party critical updates will be applied in a timely manner following Third-Party vendor notification.
Teller Software
Updates
CanAm will test and install into the Teller system at the Hosting Services Site all updates to the Teller system and Teller Interfaces for Client-specific emergency bug fixes, as well as all Teller point, maintenance and patch Releases which are made available during the term of this Agreement.
Performance
Monitoring
CanAm will monitor the performance of systems at the Hosting Services Site, to maintain system stability and performance.
CanAm will provide patch management, event log management and system tuning. CanAm will review system logs on a weekly or as- needed basis.
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 Hosting 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 Hosting Services site availability during CanAm business hours (8:00 am – 6:00 pm Monday through Friday Mountain Time) for 99% uptime or better in a calendar month. Credits may be claimed only against loss of Hosting Services during CanAm business hours.
3.2. If CanAm during regular Client business hours fails to provide Hosting Services availability, as defined below, in any given calendar month, CanAm will issue a credit towards future Hosting Service Fees in accordance with the following schedule:
Hosting Services Site Availability Credit Percentage (of monthly fee)
99.0% to 100% 0%
98.0% to 98.9% 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 Minutes). Credits will be applied to the next billing cycle.
3.4. The total amount credited to Client for any given month under this Hosting 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 gross negligence, client specifically acknowledges and confirms that under no circumstances whatsoever will CanAm be liable for any incidental, indirect, exemplary, special or consequential damages of any nature or kind, or any loss resulting from business disruption arising from any services cover ed under the terms of this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even in the event that CanAm has been advised of the possibility of such damages.
3.5. Client will not receive any credits under this Agreement in connection with any failure or deficiency of CanAm Hosting Services caused by:
• Scheduled Maintenance – Time allocated for scheduled monthly maintenance or critical updates of servers and other CanAm equipment will not be considered “down time” as used in the calculation of Hosting Services availability described in Section 3.2 of this Hosting SLA. Maintenance will be scheduled for outside of Client Business hours specified in Section 3.1 of this Hosting 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 Hosting 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 Hosting 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 Hosting Services appear inaccessible when others can still access it. • Client Acts or Omissions – including acts or omissions of others engaged or authorized by Client, including, without limitation, any negligence, willful misconduct, or use of the Hosting Services in breach of the terms and conditions of this Hosting SLA. • Force Majeure
Exhibit C
RFP Response Functional Requirements
Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 292FinanceAccounts Receivable
Process a customer payment
System can identify returned or non-sufficient funds checks and create an associated fee.O - OptionalY - YesTeller Cashiering Teller can display any information, such as this that is received via the API from the A/R system 295FinanceAccounts Receivable
Process a customer payment
System can prevent duplicate payments from being applied to an invoice after it has been fully paid. R - RequiredY - YesTeller Cashiering/AR system Teller can display any information, including the balance that is received via the API from the A/R system 297FinanceAccounts Receivable
Process a customer payment
Ability to apply overpayment amounts to other invoices for a customer. R - RequiredY - YesTeller Cashiering/AR system Teller can display any information, including the balance that is received via the API from the A/R system. Teller can also apply payments to multiple invoices within the same receipt 445FinanceCash ReceiptingProcess payments
Ability to quickly access a menu of transaction/charge code types when accepting payments over-the-counter. R - RequiredY - YesTeller Cashiering Teller can be configured so that each user views the codes that are appropiate to them 446FinanceCash ReceiptingProcess payments
Ability for each user to set their own favorite receivable/charge code types to facilitate faster entry in each department. D - DesiredY - YesTeller Cashiering Teller can be configured so that each user views the codes that are appropiate to them 447FinanceCash ReceiptingProcess payments
Ability to filter the list of AR and charge codes when processing a payment based on the user's location or department. D - DesiredY - YesTeller Cashiering Teller can be configured so that each user views the codes that are appropiate to them 448FinanceCash ReceiptingProcess payments
Ability to restrict payment to cash only as directed by customer alerts. R - RequiredY - YesTeller Cashiering Teller can display any information that is received from the A/R system including "cash only" 449FinanceCash ReceiptingProcess payments
Ability to calculate the amount of change due back from amount tendered. R - RequiredY - YesTeller Cashiering 450FinanceCash ReceiptingProcess payments
Cashier can scan customer invoice, so system will automatically associate the payment with that invoice.R - RequiredY - YesTeller Cashiering Tellers interface with the A/R system is real-time bi-directional. An invoice is scanned by cashier, Teller makes a call to the A/R system for the appropiate information, the payment is made and Teller pushes the payment information back to the A/R system in real-time 451FinanceCash ReceiptingProcess payments
System identifies/flags duplicate payments for AR transactions at time of entry. D - DesiredY - YesTeller Cashiering Teller can display any information that is received from the A/R system including balances Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 452FinanceCash ReceiptingProcess payments
System will allow cashiers to apply payments to more than one outstanding invoice across departments.O - OptionalY - YesTeller Cashiering 453FinanceCash ReceiptingProcess payments
System will allow cashiers to collect payment in multiple forms of payment (cash, check, credit, etc.) in a single transaction.R - RequiredY - YesTeller Cashiering 454FinanceCash ReceiptingProcess payments
System will flag payments received for which no match to an invoice has been determined (pre-payments, duplicates).R - RequiredY - YesTeller Cashiering Teller will send that information back to the A/R system 455FinanceCash ReceiptingProcess payments
Payments files can be imported from multiple 3rd party payment organizations (e.g. lockbox, online payments, Kiosks, etc.). R - RequiredY - YesTeller Cashiering 456FinanceCash ReceiptingProcess payments
Once a payment is entered on an account, staff across the organization can see the pending payment on the account. R - RequiredY - YesTeller Cashiering 457FinanceCash ReceiptingProcess payments
Ability to take receipts offline in the system when the main system is non-operational (down for maintenance, etc.) and upload after the fact.D - DesiredY - YesTeller Cashiering Teller can be configured to accept payments even if the main integrated Financial system is down for maintenance. 458FinanceCash ReceiptingProcess payments
System allows transactions to be voided and refunded if user has proper authority, with workflow approval after processing. R - RequiredY - YesTeller Cashiering 459FinanceCash ReceiptingProcess payments
System allows cashier to select a pre-set transaction type for common transactions in the City. R - RequiredY - YesTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 460FinanceCash ReceiptingProcess payments
System can tie departments to their own merchant ID, so credit card payments for each merchant ID can be reconciled separately.R - RequiredY - YesTeller Cashiering 461FinanceCash ReceiptingProcess payments
System can automatically add a credit card fee to a transaction. R - RequiredY - YesTeller Cashiering Normally this fee is added by the credit processor. Open to talk to the City which approach makes the most sense. 462FinanceCash ReceiptingProcess payments
System can maintain different credit card fee percentages for each credit card provider.R - RequiredY - YesTeller Cashiering See above 463FinanceCash ReceiptingProcess paymentsSystem can process direct debit transactions.R - RequiredY - YesTeller Cashiering 464FinanceCash ReceiptingProcess payments
Ability to designate whether a transaction was post-marked on-time to remove potential interest/fees that may be applied to the bill associated with that payment (i.e., use of effective dates).D - DesiredY - YesTeller Cashiering 465FinanceCash ReceiptingProcess payments
Ability to specify the default order in which receipts are processed against outstanding receivables with the option of overriding the order. This would include outstanding receivables across all modules.R - RequiredY - YesTeller Cashiering Teller will pass the payment information to the A/R system where the appropriate business rules, such as payment order can be applied 466FinanceCash ReceiptingProcess payments
Ability to assign each transaction a unique receipt number which is auto-generated by the system. R - RequiredY - YesTeller Cashiering 467FinanceCash ReceiptingProcess payments
Ability to accept full or partial payments for an invoice. R - RequiredY - YesTeller Cashiering 468FinanceCash ReceiptingProcess payments
Ability to accept payments without an invoice. R - RequiredY - YesTeller Cashiering Teller allows for an unlimited number of user-defined item codes for payments 469FinanceCash ReceiptingProcess payments
Ability to enter internal comments at time of transaction. R - RequiredY - YesTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 470FinanceCash ReceiptingProcess payments
Ability to prompt user at time of entry/scan that the account being receipted to has had a history of bad checks/credit card chargebacks based on user defined rules.R - RequiredY - YesTeller Cashiering Teller can display any information that is received from the A/R system including this information 471FinanceCash ReceiptingProcess payments
Ability to enter in a cash receipt that does not have pre-defined codes where the clerk will have to enter in the GL account(s) manually.R - RequiredY - YesTeller Cashiering 472FinanceCash ReceiptingProcess payments
Ability to select from configurable reason codes when canceling any payment. R - RequiredY - YesTeller Cashiering 474FinanceCash ReceiptingPrint a receipt
System can generate a receipt showing the amount paid for each item/service in the transaction. R - RequiredY - YesTeller Cashiering Receipts are configurable by City 475FinanceCash ReceiptingPrint a receiptCashier can re-print a receipt for a transaction.R - RequiredY - YesTeller Cashiering 476FinanceCash ReceiptingPrint a receipt
Cashier can opt not to print a receipt for a transaction. R - RequiredY - YesTeller Cashiering 477FinanceCash ReceiptingPrint a receipt
Cashier can choose to print on normal paper or receipt paper, depending on equipment available to them. R - RequiredY - YesTeller Cashiering Teller can be configured per system to print receipts either to a receipt printer or office printer. 478FinanceCash ReceiptingPrint a receipt
Ability to choose whether to print and/or email a receipt to a customer. R - RequiredY - YesTeller Cashiering 479FinanceCash ReceiptingPrint a receipt
Ability to print configurable comments and messages on the receipt, which can be different for each department/area.R - RequiredY - YesTeller Cashiering 480FinanceCash ReceiptingPrint a receipt
Ability to print different standard receipt information (e.g. address/department) by user location. R - RequiredY - YesTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 481FinanceCash ReceiptingPrint a receipt
Ability to have an unlimited number of detail lines per receipt.R - RequiredY - YesTeller Cashiering 482FinanceCash ReceiptingHold a transaction
Ability to place receipts on "hold" for subsequent release by authorized staff. R - RequiredY - YesTeller Cashiering 483FinanceCash ReceiptingHold a transaction
Ability to release "held" receipts based on user authorization.R - RequiredY - YesTeller Cashiering 484FinanceCash ReceiptingHold a transaction
Ability to define security for users who are allowed to place receipts on "hold" and those that are allowed to "post" receipts. R - RequiredY - YesTeller Cashiering 485FinanceCash ReceiptingBalance cash receipts
System supports maintaining and balancing multiple cash registers. R - RequiredY - YesTeller Cashiering 486FinanceCash ReceiptingBalance cash receipts
System will balance daily cash receipts to a bank deposit. R - RequiredY - YesTeller Cashiering 487FinanceCash ReceiptingBalance cash receipts
Ability to edit and correct transaction errors prior to posting with proper authorization.R - RequiredY - YesTeller Cashiering With appropriate security 488FinanceCash ReceiptingCreate deposits
Ability to print a deposit ticket with appropriate deposit tracking code.D - DesiredY - YesTeller Cashiering 489FinanceCash ReceiptingCreate deposits
Ability to assign a bank bag number to each deposit slip. D - DesiredY - YesTeller Cashiering Image Cash Letter is also available 490FinanceCash ReceiptingCreate deposits
Ability to provide end-of-day check list by user detailing each check (payee, amount, number, etc.) included in a deposit. D - DesiredY - YesTeller Cashiering 491FinanceCash ReceiptingManage cash batches
System can import batch of cash receipts and collections data from remote sites/third party systems (credit card processor, online banking, etc.).R - RequiredY - YesTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 492FinanceCash ReceiptingManage cash batches
System has the ability to create manual batches (e.g. drop box or mail-in payments). R - RequiredY - YesTeller Cashiering 493FinanceCash ReceiptingManage cash batches
System allows back-dating the effective dates of batches. R - RequiredY - YesTeller Cashiering 494FinanceCash ReceiptingManage cash batches
System allows a batch to be closed with a negative balance (e.g. when transactions were made as adjustments).R - RequiredY - YesTeller Cashiering 495FinanceCash ReceiptingManage cash batches
System allows a batch to be closed with net zero balance. R - RequiredY - YesTeller Cashiering 496FinanceCash ReceiptingManage cash batches
System allows batches to be entered and closed by a department and sent to finance via a workflow for final edits, approval, and posting. R - RequiredY - YesTeller Cashiering 497FinanceCash ReceiptingManage cash batches
Ability to accommodate numerous P.O.S. terminals throughout the City and consolidate all P.O.S. terminal receipts at day's end. R - RequiredY - YesTeller Cashiering 498FinanceCash Receipting
Manage customer accounts
Ability to view customer's unpaid balance for all outstanding receivables.D - DesiredY - YesTeller Cashiering Teller can display any information that is received from the A/R system including this information 500FinanceCash Receipting
Provide customer portal
Customers can create an account on a customer portal that will allow them to pay invoices online. R - RequiredY - YesTeller Cashiering Via the Teller Online Customer Portal 501FinanceCash Receipting
Provide customer portal
Customers can view prior invoice and payment history via the portal.R - RequiredY - YesTeller Cashiering 502FinanceCash Receipting
Provide customer portal
Provide online e-payment portal and web customer account services/tools.R - RequiredY - YesTeller Cashiering 503FinanceCash Receipting
Provide customer portal
System allows user to set up a recurring payment online. R - RequiredF - FutureTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 504FinanceCash Receipting
Provide customer portal
Ability to take website payments when the main system is non-operational (down for maintenance, etc.) and upload after the fact.R - RequiredY - YesTeller Cashiering Teller can be set up to accept payments even if the main system is nonoperational, but must evaluate risks of taking website payments without validating due amounts. 505FinanceCash Receipting
Provide customer portalUsers can set up direct debit transactions.R - RequiredF - FutureTeller Cashiering 506FinanceCash Receipting
Provide customer portal
Ability to take website payments when the main system is non-operational (down for maintenance, etc.) and upload after the fact.R - RequiredY - YesTeller Cashiering Teller can be set up to accept payments even if the main system is nonoperational, but must evaluate risks of taking website payments without validating due amounts. 507FinanceCash Receipting
Run cash receipting reports
System can generate report showing all transactions by payment type by day. R - RequiredY - YesTeller Cashiering 508FinanceCash Receipting
Run cash receipting reports
System can generate report showing transactions by cash register by day by user. R - RequiredY - YesTeller Cashiering
Exhibit D
Insurance Requirements
CanAm shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CanAm, his/her agents, represe ntatives, or employees.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if CanAm has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the CanAm's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability.
5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not 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, alteration of electronic information, extortion and network security. The policy 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.
B. Minimum Limits of Insurance
CanAm shall maintain limits no less than:
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
6. Cyber Liability- $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by Client. Client may require the CanAm to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses wi thin the retention.
D. Other Insurance Provisions
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. Client, its officers, officials, employees 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 the CanAm including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the CanAm’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the CanAm's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects Client, its officers, officials, employees and volunteers. Any insurance or self -
insurance maintained by Client, its officers, officials, employees or volunteers shall be excess of the CanAm's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to Client. All notices provided pursuant to this Agreement shall be given to Client representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. CanAm hereby grants to City a waiver of any right to subrogation which any insurer of said CanAm may acquire against Client by virtue of the payment of any loss under such insurance. CanAm agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Client has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. 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 work.
E. 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 Client.
F. Verification of Coverage
CanAm shall furnish Client with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Client before work commenc es.
However, failure to obtain the required documents prior to the work beginning shall not waive the CanAm’s obligation to provide them. Client reserves the right to require complete, certified copies of all required insurance policies, including endors ements effecting the coverage required by these specifications at any time.
Executive Sponsor
Finance Director
FD Executive Sponsor
Finance Director
FD Steering Committee Member
Chief Information Officer
CO Steering Committee Member
Chief Information Officer
CO
Exclusive ERP Project Manager
IT Senior Project ManagerIM Exclusive ERP Project Manager IT Senior Project ManagerIM
Executive Sponsor
Human Resources Director
HD Executive Sponsor
Human Resources Director
HD
Steering Committee Member
Assistant City Manager
AM Steering Committee Member
Assistant City Manager
AM
City Manager
CM
City Manager
CM
Lead Technical Contact
IT Manager - General Services
IS Lead Technical Contact
IT Manager - General Services
IS
Project Management
Legal oversight
City Attorney
CA Legal oversight
City Attorney
CA
Core Financial (FDM - Functional Data Model for
aligning Chart of Accounts)
Assistant Finance Director
AD Core Financial (FDM - Functional Data Model for
aligning Chart of Accounts)
Assistant Finance Director
AD Banking & Settlement
Revenue Manager (Business Program Leader II)
RI Banking & Settlement
Revenue Manager (Business Program Leader II)
RI
Core ERP Functional Team
Finance Human Resources Information Technology
City Attorney's Office
ERP Steering Committee
Core ERP Technical Team
HCM Core
Business Program Leader I
BI HCM Core
Business Program Leader I
BI
Benefits
Confidential Technician
CT Benefits
Confidential Technician
CT
Talent Management
Business Program Leader I
BI Talent Management
Business Program Leader I
BI
Financial Accounting
Accounting Manager (Business Program Leader II)
AI Financial Accounting
Accounting Manager (Business Program Leader II)
AI
Budgets
Budget Manager
BM Budgets
Budget Manager
BM
Planning
Budget Manager
BM Planning
Budget Manager
BM
Expense Management
Accounting Manager (Business Program Leader II)
AI Expense Management
Accounting Manager (Business Program Leader II)
AI
Supplier Accounts
Accounting Manager (Business Program Leader II)
AI Supplier Accounts
Accounting Manager (Business Program Leader II)
AI
Customer Accounts
Accounting Manager (Business Program Leader II)
AI Customer Accounts
Accounting Manager (Business Program Leader II)
AI
Projects
Grants Manager (Business Program Leader II)
GI Projects
Grants Manager (Business Program Leader II)
GI
Grants Management
Grants Manager (Business Program Leader II)
GI Grants Management
Grants Manager (Business Program Leader II)
GI
Learning
Business Program Leader I
BI Learning
Business Program Leader I
BI
Compensation Core
Business Program Leader I
BI Compensation Core
Business Program Leader I
BI
Procurement
Business Program Leader
BL Procurement
Business Program Leader
BL
Business Assets
Business Program Leader
BL Business Assets
Business Program Leader
BL
Reporting
Systems Analyst
SA Reporting
Systems Analyst
SA
Prism (Database warehouse)
Systems Analyst
SA Prism (Database warehouse)
Systems Analyst
SA
Integrations
Various Systems Analysts
VA Integrations
Various Systems Analysts
VA
SME for Can Am Teller Cashiering
Revenue Manager (Business Program Leader II)
RI SME for Can Am Teller Cashiering
Revenue Manager (Business Program Leader II)
RI
Payroll
Payroll Manager (Business Program Leader II)
PI Payroll
Payroll Manager (Business Program Leader II)
PI
Time Tracking
Payroll Manager (Business Program Leader II)
PI Time Tracking
Payroll Manager (Business Program Leader II)
PI
Absence Management
Payroll Manager (Business Program Leader II)
PI Absence Management
Payroll Manager (Business Program Leader II)
PI
SME for SpryPoint & Utility Billing
Utility Billing Manager (Business Program
Leader II)UI
SME for SpryPoint & Utility Billing
Utility Billing Manager (Business Program
Leader II)UI
Data Conversion
IT Manager - General Services
IS Data Conversion
IT Manager - General Services
IS
Testing Lead - Financials
Assistant Finance DirectorAD Testing Lead - Financials
Assistant Finance DirectorADOrganization Change Lead
Public Information ManagerPM Organization Change Lead
Public Information ManagerPM Testing Lead - HCM
Human Resources ManagerHM Testing Lead - HCM
Human Resources ManagerHM Training Lead
Human Resources Business Program LeaderHL Training Lead Human Resources Business Program LeaderHL Internal Auditor City Manager's Business Program LeaderCL Internal Auditor City Manager's Business Program LeaderCL
ATTACHMENT G
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING THE
COGNIZANT/COLLABORATIVE IMPLEMENTATION
MASTER SERVICES AGREEMENT
WHEREAS, the City’s current core financial system has been in use since 1998 and has become outdated and provides minimal functionality compared to financial systems available today; and
WHEREAS, the City began the process of preparing for an Enterprise Resource Planning (ERP) System implementation with Fiscal Year 2018 -20 Financial Plan. The Enterprise Resource Planning (ERP) System is essential for the City to meet its statutory obligations for financial reporting and to provide the tools for Citywide financial management; and
WHEREAS, a Request for Proposals was issued in October 2022 (Attachment A) and a total of four proposals were received. The selection committee selected a proposal from Cognizant/Collaborative for implementation of Workday, SpryPoint, and CanAm/Teller technologies. Core Financials, Human Capital Resources Ma nagement, and Payroll will be managed through the Workday system. SpryPoint will be used for Utility Billing and CanAm/Teller for cashiering.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Approve a Master Services Agreement with Cognizant/Collaborative ; and
2. Authorize the City Manager or designee to enter into an Agreement for Professional Services with Cognizant/Collaborative for implementation of core financial services, Human Resources Management, and Payroll for the City of Santa Maria through the Workday system , incorporated herein by reference; and
3. The Chief Deputy City Clerk is hereby authorized to make m inor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
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PASSED AND ADOPTED at a regular mee ting of the City Council of the City of Santa Maria, California, held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Interim Department Director
_______________________________
Interim City Manager
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING
THE SPRYPOINT MASTER SUBSCRIPTION AGREEMENT
WHEREAS, the City’s current core financial system has been in use since 1998 and has become outdated and provides minimal functionality compared to financial systems available today; and
WHEREAS, the City began the process of preparing for an Enterprise Resource Planning (ERP) System implementation with Fiscal Year 2018 -20 Financial Plan. The Enterprise Resource Planning (ERP) System is essential for the City to meet its statutory obligations for financial reporting and to provide the tools for Citywide financial management; and
WHEREAS, a Request for Proposals was issued in October 2022 (Attachment A) and a total of four proposals were received. The selection committee selected a proposal from Cognizant/Collaborative for implementation of Workday, SpryPoint, and CanAm/Teller technologies; and
WHEREAS, Utility Billing implementation will be managed throu gh SpryPoint Services.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Approve a Master Subscription Agreement with SpryPoint Services; and
2. Authorize the City Manager or designee to enter into an Agreement for Professional Services with Sprypoint for the implementation of the Utility Billing system for the City of Santa Maria, incorporated herein by reference; and
3. The Chief Deputy City Cle rk is hereby authorized to make m inor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
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PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Interim Department Director
_______________________________
Interim City Manager
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING
THE CANAM/TELLER MASTER SERVICES AGREEMENT
WHEREAS, the City’s current core financial system has been in use since 1998 and has become outdated and provides minimal functionality compared to financial systems available today; and
WHEREAS, the City began the process of preparing for an Enterprise Resource Planning (ERP) System implementation with Fiscal Year 2018 -20 Financial Plan. The Enterprise Resource Planning (ERP) System is essential for the City to meet its statutory obligations for financial reporting and to provide the tools for Citywide financial management; and
WHEREAS, a Request for Proposals was issued in October 2022 (Attachment A) and a total of four proposals were received. The selection committee selected a proposal from Cognizant/Collaborative for implementation of Workday, SpryPoint, and CanAm/Teller technologies; and
WHEREAS, cashiering services will be managed through CanAm/Tel ler technologies.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Approve a Master Services Agreement with CanAm/Teller; and
2. Authorize the City Manager or designee to enter into an Agreement for Professional Services with C anAm/Teller for the implementation of cashiering services for the City of Santa Maria , incorporated herein by reference; and
3. The Chief Deputy City Clerk is hereby authorized to make m inor changes herein to addr ess clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
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///
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Interim Department Director
_______________________________
Interim City Manager
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING
THE WORKDAY MASTER SUBSCRIPTION AGREEMENT
WHEREAS, the City’s current core financial system has been in use since 1998 and has become outdated and provides minimal functionality compared to financial systems available today; and
WHEREAS, the City began the process of preparing for an Enterprise Resource Planning (ERP) System implementation with Fiscal Year 2018 -20 Financial Plan. The Enterprise Resource Planning (ERP) System is essential for the City to meet its statutory obligations for financial reporting and to provide the tools for Citywide financial management; and
WHEREAS, a Request for Proposals was issued in October 2022 (Attachment A) and a total of four proposals were received. The selection committee selected a proposal from Cognizant/Collaborative for implementation of Workday, SpryPoint, and CanAm/Teller technologies; and
WHEREAS, Core Financials, Human Capital Resources Management, and Payroll will be managed through the Workday system.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Approve a Master Subscription Agreement with Workday, Inc.; and
2. Authorize the City Manager or designee to enter into an Agreement for Professional Services for the City of Santa Maria with Workday for the implementation of the core financials, Human Capital Resources Management, and payroll systems for the City of Santa Maria, incorporated herein by reference; and
3. The Chief Deputy City Clerk is hereby authorized to make m inor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
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///
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Interim Department Director
_______________________________
Interim City Manager
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MARIA, CALIFORNIA, APPROVING AMENDMENT TO THE 2023-24 BUDGET FOR ENTERPRISE RESOURCE
PLANING SYSTEM PROJECT IMPLEMENTATION AND ESTABLISHMENT OF TEN
LIMITED TERM FULL TIME EQUIVALENTS POSITIONS FOR THE PROJECT
IMPLEMENTATION
WHEREAS, the City will implement an Enterprise Resource Planning System replacing outdated technologies for finance and human resources sy stems supporting Citywide operations; and
WHEREAS, it is recommended to amend the 2023-24 budget for subsequent appropriations, actions, and costs as determined to be in the public’s best interest to support the Enterprise Resource Planning System through June 30, 2026; and
WHEREAS, it is recommended to establish ten full-time equivalent positions in finance, human resources, and information technology to be effective immediately and expiring on June 30, 2026.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Increase allocation of one (1) Full-Time Business Program Leader position in Finance Department; and
2. Increase allocation of one (1) Full-Time Confidential Technician I/II position in the Finance Department; and
3. Increase allocation of one (1) Full -Time Accounting Technician I/II position in the Finance Department; and
4. Increase allocation of th ree (3) Full -Time Finance Clerk I/II positions in the Finance Department; and
5. Increase allocation of two (2) Full-Time Business Program Leader positions in the City Manager’s Office, Human Resources Division; and
6. Increase allocation of one (1) Full-Time Confidential Technician I/II position in the City Manager’s Office, Human Resources Division; and
7. Increase allocation of one (1) Full -Time Senior Project Manager position in the City Manager’s Office, Information Technology Division; and
8. Increase appropriations by $3,481,081 as follows: $2,152,244 from the General Fund, $580,751 from the Water Fund, $118,119 from Solid Waste Fund, $216,551 from the Wastewater Fund, $167,335 from the Solid Waste Disposal Fund, $6,562 from the Northwest Landscaping District, $16,405 from the Northeast Lands cape District, $36,092 from the Southwest Landscape District, $32,811 from the South east Landscape District, and $154,211 from Santa Maria Public Transit; and
9. Authorize the City Manager or designee to establish ten full-time equivalent positions in finance, human resources, and information technology to be effective immediately and expiring on June 30, 2026.
10. Authorize the Chief Deputy City Clerk to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Interim Department Director
_______________________________
Interim City Manager