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MAIN SUBSCRIPTION AGREEMENT
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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].
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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
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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
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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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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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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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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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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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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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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.
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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.
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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
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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
Order Form to MSA with City of Santa Maria
wfrkd'oy. 00378017.0
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
Order Form to MSA with City of Santa Maria
wfrkd'oy. 00378017.0
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
Order Form to MSA with City of Santa Maria
wfrkd'ay. 00378017 .0
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.
Order Form to MSA with City of Santa Maria
wfrkd'ay. 00378017 .0
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
Order Form to MSA with City of Santa Maria
wfrkd'ay. 00436571.0
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
Order Form to MSA with City of Santa Maria