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Home My WebLink About20223208.tiffBOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Finance ERP Project Change Orders — Workday and Cognizant DEPARTMENT: F nance DATE: 12/13/24 PERSON REQUESTING: Cheryl Pattelli Brief description of the problem/issue: In the original contract with Workday and Cognizant, our implementer, the County purchased and planned on using the Inventory module. Over the last few months of implementation, we have determined that we no longer want to move forward with the Inventory module for the following reasons below. Feedback was received from all affected departments and every department agrees with the recommendation to no longer use the Inventory module. • Weld County's industry — we are not manufacturing focused on just -in -time and/or other inventory management priorities. Therefore, much of the module's functionality is more than what we would need. • Weld County's decentralized environments. Procurement, receiving, and storing supplies are all decentralized at Weld County. The module is designed for a centralized environment and will not work as effectively in our decentralized environment. • Some departments have systems outside of Workday that already manage inventory and provide other critical business functions that cannot be accomplished through Workday. These department still need to utilize these outside systems. • Many departments can utilize the Business Assets module we are using for their inventory tracking needs. • Cost vs. benefit consideration. Eliminating the Inventory module will save $73K in additional implementation costs and $17K/year in annual subscription costs. In addition to determining there is no longer a need for the Inventory module, staff have uncovered that we should have purchased the Supplier Intake & Management and Contract modules. We discovered that functionality that we thought was in the existing Supplier Module was, in fact, not included in that module. The needed functionality, along with added functionality, Exists in the Supplier Intake & Management module. We also learned more about the Contracts module in Workday and realized the module would be extremely beneficial for the County. Positive feedback was received from the affected departments around adding the Supplier Intake & Management and Contract modules to the project. Benefits of these modules include: • Supplier Intake & Management o Automate supplier onboarding and supplier changes, reducing fraud risk and increasing due diligence around our suppliers/vendors a Greatly improve customer service for vendors with the supplier portal that allows vendors to onboard, make changes to information, check on status of invoices, etc. o Ensure vendors fill out all required forms and that forms are attached to the vendors in Workday o Reduce administrative burden and manual processes for Weld staff in the departments and central Finance • Contracts o Automate and streamline contracting at Weld County o Eliminate Countywide contract management portion of OnBase ($3K/year) o Automate contract negotiations, ensuring all changes are traced and memorialized during negotiations o Greatly improve customer service for vendors with all contract development, changes, and approvals being completed in the supplier portal o Allow for integration of Contracts with all other applicable modules o Reduce administrative burden and manual processes for Weld staff in all departments, including Procurement, Clerk to the Board, and County Attorney. We did look at a third Strategic Sourcing module; however, we have decided to hold off on recommending this module at this time. We may bring this back to the Board of County Commissioners for consideration sometime in the future when functionality has improved on the module. We also looked at a verification tool for suppliers that would integrate with Workday. We have decided to explore different options for these services as the cost of the verification tool ($25K/year) seems very excessive. We will bring another option to the Board as required. Co n3cdril- cineUk-- cc: nbat Ure) zn3/ze--[l%/13/7J4- Z OZ2HZU$ tTOOt( The additional cost, net of eliminating the Inventory module, for the Supplier Intake & Management and Contract modules is $39K ($112K for new modules less $73K for Inventory) in implementation costs and $77K/year ($94K for new modules less $17K for Inventory) in annual subscription costs. Since the original project budget spanned 5 years the total cost of this change to the project budget is $270K ($39K in implementation and $231K for 3 years of subscription costs 2025-2027). Based on the importance of these additional modules, Finance has decided to use funds budgeted for our 2^d outside consultant to pay for the additional costs. There was $530K budgeted for the 2"d outside consultant so there are more than enough funds in the existing budget to cover the additional $270K. No additional funds are being requested for these change orders. Please note that the change order with Workday will be for the remainder of the initial 10 -year contract term. The change order will be through the remainder of our contract with them (1st Quarter 2026). The project budget only included the first 5 years. What options exist for the Board? (1) Do not make any of the recommended changes and do not allow the change orders. (2) Make the recommended changes and allow the change orders. Consequences: see above Impacts: see above Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): see above. No additional funds are being requested for these change orders for 2025-, our project budget's timeframe. (Please note: software subscription costs for all Workday modules will need to funded through the County's normal operating budget beginning in 2028.) Recommendation: Staff recommends the Board approve the recommended change orders for Workday and Cognizant. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro -Tern Mike Freeman Scott K. James Kevin D. Ross , Chair Lori Saine ,e ‘4-4( _ ktku/ i I' cognizant Project Change Order #4 December 18 2024 • a :tit m 0 Contents Project change order 3 Summary 3 Request Description 4 Business Purpose / Reason for Change 4 Impact Assessment 5 Payment Terms 6 Assumptions 6 Authorization 7 2 Project change order This Change Order form is used for requesting, documenting and approving changes to the Workday deployment or other applicable service offering, including, but not limited to, changes to the project's Scope, changes for a major configuration element, project timeline/schedule changes, integration specifications changes, addition of resources or any other deliverable change from the originally planned Workday deployment or applicable service offering. Summary Client: SOW/Project Name: Weld County Colorado Weld County - Workday Implementation — Financials Phase -2 Change Crder #: C04 Impact Project Project Engagement Acceptance Change Priority: Billing: Assessed Manager Sponsor Type: Due Director: (Client): (Client): Date: by: Mary Truslow, Weld County Cheryl Pattelli, CFO, Weld County Michael Munn, Cognizant 12/31/2024 Addition Removal of of the Workday Inventory Strategic module Sourcing from scope. modules to scope. Michael Kufalk Munn, Jane Davis, Stacy Joseph, Rob Brad Hopkins, High Billed under current project Contract Line Type: & Materials Time Is new PO# required? No new PO# needed 3 Request Description • Addition of the Strategic Sourcing modules(Contracts, Supplier Management) to the scope and timeline of the Phase -2 Workday Financials project • Removal of the Inventory module and remaining associated scope and cost Business Purpose / Reason for Change • Weld County has made the decision to add the Workday Strategic Sourcing modules(Contracts and Supplier Management) to the Phase -2 Workday Financials implementation to provide the County with more robust functionality in the Contracts and Supplier Management areas. • The decision has also been made to remove the Inventory module from scope due to the determination of limited useful functionality to the County. 4 Authorizati C.__ 9 ---/ Weld County, Colorado Kevin D. Ross Stiezn Guerra Susan Guerra (Dec 18, 2024 13:29 PST) Collaborative Solutions, LLC Authorization Signature Susan Guerra Name Name Chair, Board of Weld County Commissioners Job Title Job Title DEC 2 3 2024 Workday Global Practice Leader Date ATTEST: � . J u''• B Deputy Clerk to the f oard a 7 Date Appendix A SOW Scope Changes Workstream Inventory Strategic Sourcing Integrations Scope Change Total Hours The Inventory module has been completely removed from scope. All remaining estimated hours are being removed by this Change Order. The Strategic Sourcing modules: - Intake/Pipeline Contracts Supplier Management The following Integrations have been identified for implementation with the Strategic Sourcing modules Supplier Connector Supplier Contracts Awards Integrations Lead — Additional Hours 8 -390 80 120 100 20 95 45 30 Impact Assessment Project Activities Affected: Deliverab es Affected. Project Schedule Impact: The Architect & Configure Stage and Test Stages will remain on the currently planned timelines. No changes to Organizational Change and Training scope. Integrations development and testing will scope will increase. Scope changes for Project — See Appendix A below Accelerated workstream meetings will be necessary during Workset-B and Workset-C of the Architect & Configuration Stage to define the requirements and to complete the configuration of the Strategic Sourcing modules. 5 Payment Terms The following matrix represents the incremental change in estimated hours and cost as a result of the changes outlined in the impact assessment. Role Portfolio Director Engagement Manager Strategic Sourcing Integrations Total Less Inventory (scope removed) Final Total Rate Hours $320 $268 $188 $188 10 60 300 190 $188 -390 Cost $3,200 $16,080 $56,400 $35,720 $111,400 ($73,320) $38,080 Time & Materials SOW: This Change Order will be billed monthly on a Time and Materials (T&M) basis based on the actual usage at the rates set forth in the SOW and as identified in the Pricing Matrix above. Assumptions General: • The remaining estimated hours originally budgeted to the Inventory module will be removed from the implementation. • Weld County will assign needed resources to the Architect & Configuration and Test Stages to address the late start of the Strategic Sourcing module implementation. Architect & Configuration Stage: • There will be no additional time added to this Stage for design decisions, prototyping, workset playbacks, customer confirmation sessions, unit testing, and Test Stage preparation activities. Test Stage: • Test preparation and test execution activities will now include the Strategic Sourcing modules(Contracts and Supplier Management) Travel & Expenses: • No additions or changes OC&T: • No additions or changes 6 hr Weld County CO4 - 2024-12-18 Final Audit Report 2024-12-18 Created: 2024-12-18 By: Cari Frazier (cfrazier@collaborativesolutions.com) Status: Signed Transaction ID: CBJCHBCAABAAjIatfb4Vu9sO4-y7ORdvRrRB6g_ifcl r "Weld County CO4 - 2024-12-18" History Document created by Cari Frazier (cfrazier@collaborativesolutions.com) 2024-12-18 - 6:48:10 PM GMT Ew Document emailed to UD UD (sguerra@collaborativesolutions.com) for signature 2024-12-18 - 6:48:15 PM GMT t Email viewed by UD UD (sguerra@collaborativesolutions.com) 2024-12-18 - 9:29:20 PM GMT Al Signer UD UC (sguerra@collaborativesolutions.com) entered name at signing as Susan Guerra 2024-12-18 - 9:2S:55 PM GMT Document e -s gned by Susan Guerra (sguerra@collaborativesolutions.com) Signature Date: 2024-12-18 - 9:29:57 PM GMT - Time Source: server Agreement completed. 2024-12-18 - 9:29:57 PM GM - Adobe Acrobat Sign Contract Form Entity Information Entity Name* Entity ID* COLLABORATIVE SOLUTIONS LLC @00046665 Contract Name* CHANGE ORDER 4 - ADDING IMPLEMENTATION SERVICES FOR SUPPLIER INTAKE AND MANAGEMENT MODULES AND SUBRACTING IMPLEMENTATION SERVICES FOR INVENTORY MODULE Contract Status CTB REVIEW (J New Entity? Contract ID 8978 Contract Lead * CPATTELLI Contract Lead Email cpattelli@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description * PER THE 12 13 24 PASSAROUND, THIS IF FOR THE IMPLEMENTATION SERVICES RELATED TO THE ADDITION OF THE SUPPLIER INTAKE & MANAGEMENT MODULES AND ELIMINATION OF REMAINING IMPLEMENTATION SERVICES RELATED TO THE INVENTORY MODULE Contract Description 2 Contract Type * CHANGE ORDER Amount * $ 38,080.00 Renewable * NO Automatic Renewal Grant IGA Department FINANCE Department Email CM-Finance@weld.gov Department Head Email CM-Finance- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Requested BOCC Agenda Date * 12,23.2024 Due Date 1 2 1 9 2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Review Date* 12/18/2024 Committed Delivery Date Contact Type Contact Email Renewal Date Expiration Date* 04, 30 2025 Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date Approval Process Department Head CHERYL PATTELLI DH Approved Date 12/18/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 12/23 2024 Finance Approver CHERYL PATTELLI Legal Counsel BYRON HOWELL Finance Approved Date Legal Counsel Approved Date 1 2; 1 8 2024 1 2/ 1 9 2024 Tyler Ref # AG122324 Originator CPATTELLI Con�vac-� Ibt��]l� BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Change Order for WorkDay ERP Project DEPARTMENT: Finance — Human Resources - IT DATE: 12/13/2023 PERSON REQUESTING: Cheryl Pattelli, Jill Scott, Ryan Rose Brief description of the problem/issue: As we continue the implementation of the WorkDay ERP project. We are at the point in the project to address our first change order. This change order addresses the following items within the project — • 6 -month extension for phase 1 go -live (July 2024) • New timeline for phase 2 • Integration updates and changes • Additional support for Payroll Parallel Testing • Includes credit to Weld County for Collaborative Resources ($42,500) What options exist for the Board? Approve change order and support the ERP project go -live in July 2024 Deny change order and the project will be at risk. Consequences: Not approving the change order would be detrimental to the project. Impacts: The project would be delayed further and the overall cost to county for this project would increase. Legacy systems will need to be retained longer with additional fiscal impact. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Costs will be funded by salary savings and project savings from Finance, HR, and IT for fiscal year 2023. The difference will be funded by the original project contingency fund and the general fund. • 57% will be funded from one-time salary and project savings from fiscal year 2023. $1.2M • 24% from the general fund. $500K • 19% from the ERP project contingency fund. $400K Recommendation: Approve change order and allow staff to continue to implement the WorkDay system and go -live in July 2024 with HR and Payroll components. Finance go -live is scheduled for January 2026. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Saine 1/3 Zo22,' 320Z Cheryl Hoffman From: Sent: To: Cc: Subject: Mike Freeman Wednesday, December 13, 2023 5:53 PM Ryan Rose Karla Ford; Cheryl Pattelli; Cheryl Hoffman; Jill Scott Re: pass-around-form_WorkDay change order_FINAL Approve. Sent from my iPhone on Dec 13, 2023, at 7:44 PM, Ryan Rose <rrose@weld.gov>wrote: Hi Karla, I hope you're feeling better! Please see the attached pass -around. Commissioner Freeman is aware and supports it. Thanks, Ryan <pass-arouno-form_WorkDay change order_FINAL.doc> Project Change Order Aug 7, 2023 Project Change Order e� COLLABORATIVE SOLUTIONS A Cognizant Company This Change Order form is used for requesting, documenting, and approving changes to the Workday deployment or other applicable service offering, including, but not limited to, changes to the project's Scope, changes for a major configuration element, project timeline/schedule changes, integration specifications changes, addition of resources or any other deliverable change from the originally planned Workday deployment or applicable service offering. Summary Client: Weld . County, CO SOW/Project Name: Weld County - Workday Implementation — HCM Phase1 Change Order #: C01 Project Manager (Client): Mary Truslow, Weld County, CO Project Sponsor (Client): Ryan Rose Director, Finance and Admin/CIO — Engagement Manager (CSLLC): Matthew Rensch, Collaborative Solutions, LLC ("CSLLC") Acceptance Due Date: August 25, 2023 Change Type: Integrations, Change in Scope Payroll, (additional Time Tracking hours added) Impact Assessed by: Matthew Grimmick Rensch, Jane Davis, Brennan Borunda, Kourtney Taylor, Megan Priority: High p Billing: Bill under current project Contract Line Type: Time and Materials Is new KM required? No new PO# needed Request Description Additional integrations and functional configuration to scope Removing integrations from scope Increase in Payroll functional scope quantities Decrease in Payroll functional scope quantities a This agreement is proprietary and confidential to Collaborative Solutions, LLC 1 o7D,2oz - O Project Change C rder Aug 7, 2023 Business Purpose / Reason for Change COLLABORATIVE SOLUTIONS A Cognizant Company • Welc County identified additional integrations that are needed for go -live • Welc County identified additional functional scope for Payroll that is needed for go -live • As outlined in the Statement of Work, quantities listed as part of the Detailed Functionality in Appendix D are considered guidelines. Additional quantities requested will be included in scope at no additional cost. Impact Assessment Project Activities Affected: All deliverables and milestones will fall into the current project timeline Deliverable! Affected: Scope changes for Project — See Appendix A below Project SchEdule Impact: All deliverables and milestones will fall into the current project timeline Pricing Matrix The following is the change in effort and cost: Role Rate Hours Cost Integrations Lead 188 -10 -1,880 Payroll Lead 188 125 23,500 Time Tracking lead 188 40 7,520 Total 155 29,140 Payment Terms • Time & Materials SOW: This Change Order will be billed monthly on a Time and Materials (T&M) basis based on the actual us age at the rates set forth in the SOW and as identified in the Pricing Matrix above. Assumptions • All Assumptions from the SOW dated January 16, 2023 apply to this Change Order. • FLSA support for parallel and cutover to include: Collaborative payroll and time tracking consultants will provide support to the Weld team in developing an automated process for FLSA during parallel and cutover. Data conversion to support this solution will be done twice, once for parallel and once for deploy. Collaborative team will provide Weld team the format for "Import Reported Time Blocks" EIB. Weld team is responsible for converting time data in the required format. Weld team is responsible for required manipulation of data prior to populating the file. Weld team is responsible for extracting total FLSA wages paid in legacy that are related to the first payroll period in Workday. Weld team is responsible for validating all data related to the FLSA solution provided by Collaborative. This agreement is proprietary and confidential to Collaborative Solutions, LLC 2 Project Change Order Aug 7, 2023 COLLABORATIVE SOLUTIONS A Cogniunt Company o Weld team assumes all risks associated with potential calculation differences between legacy and Workday related to the FLSA solution developed. o Weld team is responsible for accounting for any changes to time after the file is extracted and loaded, including the review and approval of additional adjustments that may be required. o Weld team is responsible for providing resources to support the FLSA solution during parallel and deploy. Authorization Weld County, CO Authorization Signature Collaborative Solutions, LLC Authorization Kevin D. Ross Signature Antonia Plazibat Name Name Chair, Board of Weld County Commissioners Chief Legal Officer Job Title Job Title JAN 0 3 2324 Date Aug 21, 2023 Date This agreement is proprietary and confidential to Collaborative Solutions, LLC aoaa-5,?oBC) Project Change Crder Aug 7, 2023 Appendix A SOW Scope Cf anges COLLABORATIVE SOLUTIONS A Cognizant Company Workstream Scope Change Estimated Hours i Integrations INT001 Employee Photos to Active Directory Outbound 30 — Integrations INT010 BSDI Wellness Payout Inbound -80 — Integrations INT016 ADP Wage Payment/Employee Taxes Outbound -40 - Integrations INT020 Contributions to LynchVal Outbound -80 — Integrations INT023 ADP — Wisely Global Cash Card — Pay Letter -60 — Integrations INT029 Aflac Outbound 40 — Integrations INT030 — Wells Forgo ACH Child Support Garnishments 40 Integrations INT031 — Positive Pay Wells Fargo Outbound 40 Integrations INT033 Check — Bi-directional HireRight Employee Verification and Background 40 Integrations INT034 — Indeed Job Scraping 20 Integrations INT035 - SHL Employee Assessments Integration 30 Integrations INT036 — Adobe eSign Integration 10 Payroll Configure Standard (see above 40 FLSA assumptions, plus Calculations 28 day included & Cutover in this Solution cost) 60 Payroll 1 Custom Payroll Calculations —192 total 80 Payroll Earning Codes — Decrease of 18 -10 Payroll Deduction Codes — Decrease of 7 -5 Time Tracking Configure conjunction (see above FLSA with assumptions, Calculations payroll included & Cutover in this Solution cost) - work in 40 SOW Additioral Quantities — Zero cost per SOW Workstream Scope Addition Estimated Hours Core HCM Staffing Model used to manage headcount 5 Performance Review Template(s) — 1 additional 5 Talent/Performance 10 Talent/Performance Disciplinary Plan Templates(s) — 2 additional Learning Outlook integration 10 Absence Work schedule calendars with eligibility rules — 62 identified 0 Payroll Worker Costing Allocations 10 Benefits Dental Reimbursement Request Process 10 This agreement is proprietary and confidential to Collaborative Solutions, LLC 4 Weld County Change Order_I signed Final Audit Report 2023-08-21 Created: 2023-08-21 By: Cari Delgado (cdelgado@collaborativesolutions.com) Status: Signed Transaction ID: CBJCHBCAABAAU5DzocXZt5tn1 PBehuZoe2b6cXG4cghw "Weld County Change Order_I signed" History Document created by Cari Delgado (cdelgado@collaborativesolutions.com) 2023-08-21 - 7:05:41 PM GMT Document emailed to Antonia Plazibat (aplazibat@collaborativesolutions.com) for signature 2023-08-21 - 7:06:12 PM GMT In Email viewed by Antonia Plazibat (aplazibat@collaborativesolutions.com) 2023-08-21 - 7:17:08 PM GMT Document e -signed by Antonia Plazibat (aplazibat@collaborativesolutions.com) Signature Date: 2023-08-21 - 7:17:55 PM GMT - Time Source: server Q Agreement completed. 2023-08-21 - 7:17:55 PM GMT Cr COLLABORATIVE SOLUTIONS Powered by Adobe Acrobat Sign Project Change Order October 25, 2023 Project Change Order *ea COLLABORATIVE SOLUTIONS A Cognizant Cr+pan7 This Change Order form is used for requesting, documenting, and approving changes to the Workday deployment or other applicable service offering, including, but not 'imited to, changes to the project's Scope, changes for a major configuration element, project timeline/schedule changes, integration specifications changes, addition of resources or any other deliverable change from the originally planned Workday deployment or applicable service offering. Summary Client- Weld County, CO SOW/Project Name: Weld County - Workday Implementation — Financials Phase -2 Change Order #: C03 Project Manager (Client): Mary Truslow, Weld County, CO Project Sponsor (Client): Ryan Rose — Director, Finance and Admin/CIO Engagement Director (CSLLC): Michael Munn, Collaborative Solutions, LLC ("CSLLC") Acceptance Due Date: October 31, 2023 Change Type: Extension of Phase -2 Workday Financials Implementation Timeline/Go- Live. Removal of Strategy Stage from Scope Impact Assessed by: Michael Munn. Jane Davis, Ernie Chu, Blair Chamberlain Priority: Billing: Contract Line Type: Is new PO# required? High Bill under current project Time and Materials No new PO# needed Request Description • Move of the Phase -2 Workday Financials Implementation Start Date from January 2024 to September 2024 due to the Phase -1 extension. • Extension of the Phase -2 project timeline from a 48 -week to a 72 -week implementation • Move of the Go -Live date to January 2026, start of Fiscal Year 2026 • Removal of the Strategy Stage and associated scope and cost This agreement is proprietary and confidential to Collaborative Solutions, LLC 1 02or2a -3aog6 ) Sip Project Change Order October 25, 2023 Business Purpose / Reason for Change COLLABORATIVE SOLUTIONS A Cowinart : of:TCin / • Weld County has made the decision to move the start date of the Phase -2 Workday Financials implementation, extend the implementation timeline and a ign the go -live date to the start of the fiscal wear 2026. This change will allow for the extension of the Architect & Configure and Test Stages to provide additional weeks for completion of key decisions and deliverables, and to address anticipated resource availability/bandwidth constraints. Impact Assessment Project Activities Affected: Delivers les Affected: Project Schedule Impact: Pricing Matrix The Strategy Stage and associated work efforts will be removed from scope. The Architect & Configure Stage and Test Stages will be extended. Scope changes for Project — See Appendix A below The Phase -2 implementation start date will be moved, overall timeline extended, and go -live date will be moved. The followng matrix represents the incremental change in hours and cost in addition to the original SOW as a result of the 24 -week extension of the implementation timeline. Portfolio Director Engagement Manager Project Associate Strategy Lead Change & Training Lead HCM Functional Architect Financials Functional Architect Banking & Settlement Lead Budgets Lead Business Assets Lead Customer Accounts Lead Expense Management Lead Financial Accounting Lead Grants Management Lead Inventory Lead Planning Lead Procurement Lead Projects Lead Supplier Accounts Lead Reporting Lead Prism Lead integrations Lead AlEms- Rate $320 $268 $148 i i T H©urc f cost 84 526,880 268 112 5300 -200 $288 114 $288 $288 246 5188 98 5188 52 5188 7S $188 52 ;. _. __ $188 75 S188 236 5188 98 $188 98 $188 368 5188 144 5188 27 5188 144 $188 15 5188 66 $188 35 0 $201,000 516,576 -$60,000 $32,832 $0 $ 70,848 $18,424 $9,776 $14,100 $9,776 $14,100 $44,368 $18,424 $18,424 $69,184 $27,072 $5,076 $27,072 $2,726 $12,408 $6,580 This agreement is proprietory and confidential to Collaborative Solutions, LLC 2 Project Change Order October 25, 2023 pa#4., COLLABORATIVE SOLUTIONS A Cognizant Comv nv integrations Principal 5188 100 518,800 Integrations Associate $1.28 0 $0 Total 2,789 5604,446 Discount -530,000 Final Total 5574.446 Payment Terms ..� • Time & Materials SOW: This Change Order will be billed monthly on a Time and Materials (T&M) basis based on the actual usage at the rates set forth in the SOW and as identified in the Pricing Matrix above. • The Discount will be applied to the monthly invoices in equal amounts spread over the 72 months. Assumptions General: • The time and costs originally allotted to Strategy will be removed from the implementation. • Moving from a 48 -week to a 72 -week implementation timeline will allow for additional time to be allocated to the Architect & Configuration and Test Stages to help address We d County resource availability/bandwidth constraints. Architect & Configuration Stage: • There will be 13 weeks added to this Stage to provide additional time for design decisions, prototyping, workset playbacks, customer confirmation sessions, un.t testing, and Test Stage preparation activities. Test Stage: • There will be 14 weeks added to this Stage to provide additional time for test scenario execution, defect resolution/configuration, and associated retesting. Travel & Expenses: • No additions or changes This agreement ds proprietary and confidential to Collaborative Solutions, 1_CC 3 Project Change Order October 25, 2023 Authorization BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLO Chair, Kevin D. Ross ATTEST: ,� �• �� Bn: Clerk to the B Deputy) erk to the Date : JAN 0 3 2024 IVE Collaborative Solu ions, LL u horization Sign.. - This agreement is proprietary and confidential to CollaborativeSolutions, LLC Name Job Title (7-0-ca,Q,s ZO L9 Date oj0,7a - 3.2D86;) Project Change Order October 25, 2023 Appendix A SOW Scope Changes Workstream 'cope "hangs* Strategy Strategy has been removed from scope. All associated hours have been decremented from each role that had hours allocated to the Strategy Stage in the original SOW. The total to the left is the accJmulated total. Strategy Lead -200 Portfolio Director -2 Engagement Manager -48 Change Management & Training -21 Financials Architect -26 COLLABORATIVE SOLUTIONS A COgnitant _Ornpar?, Total Hours -297 This agreement is proprietary and confidential to Collaborative Solutions, LLC 5 Project Change Order COLi. A DORA Ti VE October 26, 2023 ,0SOLUTIONS A Coyoltret C )mpan1 Project Change order This Change Order form is used for requesting, documenting, and approving changes to the Workday deployment or other applicable service offering, including, but not limited to, changes to the project's Scope, changes for a major configuration element, project timeline/schedule changes, integration specifications changes, addition of resources or any other deliverable change from the originally planned Workday deployment or applicable service offering. Summary Client: Weld County, CO SOO1/Project Ndrm•t: Weld County - Workday Implementation — HCM Phasel Change Order 0: CO2 Project Manager (Client): Mary Truslow, Weld County, CO Project Sponsor (Client): Ryan Rose — Director, Finance and Admin/CIO Engagement Director (CSLLC): Michael Munn, Collaborative Solutions, LLC ("CSLLC") Acceptance Due Date: October 31, 2023 Change Type: Impact Assessed by: Priority: Billing: Contract Line Type: Is new PO# required? Extension of Phase -1 Workday HCM Implementation Timeline/Go-Live, and Scope Changes Michael Munn, Jane Davis, Brennan Borunda, Kourtney Taylor, Mike Taylor, John Ziza, Kirstin Pearson High Bill under current project Time and Materials No new POl# needed alliodanbaanda Request Description • 6 -month Extension of the Phase -1 project timeline/go-live • Integrations scope changes • OC&T scope additions • Additional support for Payroll Parallel Testing • Goodwill Credit to Weld County This agreement is proprietary and confidential to Collaborative Solutions, LLC 1 - °daa -302ag ('i Project Change Order CoLt ABOI A � IVf. October 26, 2023 SOLUTIONS A Cognizant Comp an, Business Purpose / Reason for Change • Weld County has made the decision to extend the Phase -1 HCM implementation timeline and Workday HCM go -live to June 2024 due to the need to complete End -to -End Testing and extend the time needed for Parallel Testing • Irtegrations Scope Changes have been identified • Additional 0C&T Scope has been identified ._.-_ _ Oft. .... - .r ...-�.+ - . . . -a.. L. • ..rr • . . Impact Assessment Project Activities Affected: The original Phase -1 implementation timeline and go -live will be extended by 6 months to June 17, 2024. End -to -End Testing timeline will be extended. Parallel Testing timeline will be extended. Deliverables Affected: Scope changes for Project — See Appendix A below Project Schedule Impact: Phase -1 Project timeline and go -live will be extended by 6 months Pricing Matrix. The following estimates represent the change in effort and cost as a result of the 6 -month extension: I Rot., Engagement Manager Portfolio Director Integrations Lead Integrations Principal Integrations Associate Payroll Leads (2) Project Associate Data Conversion Lead Data Conversion Associate Change & Training Architect Change & Training Lead Absence Management Leads (2) Time Tracking Leads (2) Functional Architect HCM Core Lead HCM Core Principal HCM Core Associate Compensation Core Lead Compensation Core Principal Compensation Core Associate Benefits Lead $288 693 $185,724 $320 84 $25,880 $188 225 $42,300 $188 203 S38,164 $188 179 $22,912 $188 867 $162,996 $148 44 $6,512 $188 273 $51,324 $128 290 537,120 $288 (215) -561,920 $188 1080 $203,040 $188 160.75 $30,221 $188 169 $31,772 $288 81 1 $23,328 $188 192 _ v j $36,096 $188 22 ! $4,136 $128 226 i $28,928 $188 147.5 $27,730 $188 21 $3,948 5128 133 $17,024 5188 250 $47,000 MEI This agreement is proprietary and confidential to Collaborative Solutions, LLC 2 Project Change Order October 26, 2023 6 COLA ABURAT'VC SOLUTIONS A Cogni..Cnmpan, [Benefits Associate — i $128 (431 _$5 504_ Financials Architect , $288 4 $1,152 Learning Lead $188 j 86 $16168 Prism Lead ; $188 (78 5) -$14,758 Reporting Lead ' $188 89 $16,732 Recruiting Associate ' $128 117 $14,976 I ' Recruiting Lead I $188 120 $22,560 Talent Management Lead , $188 85 I $15,980 Total - -- ---- - - - Goodwill Credit Final Total 5504 75 ; $1,032,541 -$42,500 — — $990,041 Payment Terms Time & Materials SOW This Change Order will be billed monthly on a Time and Materials (T&M) basis based on the actual usage at the rates set forth in the SOW and as identified in the Pricing Matrix above G The Goodwill Credit will be applied to the first monthly invoice after this Change Order is fully executed Assumptions Payroll Parallel Testing Payroll Parallel Testing will be extremely complex to execute and compare since Pay Frequency is changing from Monthly in Legacy to Semi -Monthly upon Workday go -live This complexity will drive additional hours by both Weld County and CollaborativeSolutions to compare and reconcile the Parallel cycles Additional weeks have been built into each of the Payroll Parallel Cycles to address the above assumptions A 4 -week Contingency has also been built into the end of the Payroll Parallel Cycles in an attempt to provide a small cushion to complete the Parallel Testing process and not further delay the mid -year 2024 go -live date Weld County has requested the following scope additions for payroll Due to the complexity of the mapping process, we anticipate providing additional hours of consulting to the Weld team above what was originally scoped related to the P99 (Legacy Register) frequency conversion from Monthly to Semi -Monthly for the purpose of the parallel compare Assist with the production of executive level reporting of parallel statistics to include o Absolute Value Difference of acceptable and non -acceptable variances a Percent Completion o Summarized notes related to acceptable variances with assistance from Weld payroll team We anticipate providing additional hours of consulting to the Weld Team above what was originally scoped related to facilitating catch up transactions using EIB data loads This agreement is propnetary and confidential to Collaborative Solutions, LLC 3 Project Change Order October 26, 2023 gra C,OL,ABOFIATTVE 4.4 SOLUTIONS n cos^�s�n� cano��r o Adding overtime to scope for election pay worker design OC&T Scope: Weld County has requested the following scope additions from Collaborative Solutions: Provide up to 600 hours of training development support to be divided at client's discretion between job aids, presentations, activity guides, videos, etc. as defined in the Training Curriculum Plan ■ Based on known requirements, CSLLC and Weld have identified 47 job aids and six (6) instructor -led training topics that must be developed and delivered to end -users. This Change Order would allow CSLLC to lead development and delivery of the known requirements, however, our services can be scaled as needed to suit Weld's budget. Provide up to 40 hours to stage a Workday training tenant (provided by the client) with dummy data to support hands-on practice during end -user training delivery Deliver up to 50 hours of end -user training facilitation Travel & Expenses: • No additions or changes Authorization BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Chair, Kevin D. Ross ATTEST: By: Date: W_Afriwo Ci► a ��•- "� l� Deputyi"lerk o the JAN 0 3 28 Cc labC Authorization nature NOCIDIAAit-m C►^; �� `" ORi Ir Job Tit .pce(Y• \O ,107-3 Date This agreement is proprietary and confidential to Collaborative Solutions, LLC aoaa-3abe(3) Project Change Order October 26, 2023 Appendix A CULLAStOSATIVE SOLUTIONS cosmi..t comps, SOW Scope Changes Worlc5trecm , Scope Cha,t, { i stlrilated Hours Integrations INT001— Employee Photos to Active Directory Outbound — 40 added to scope INT022 — ADP -Wisely Global Cash Card - cardholder data Developed, then Integrations removed from scope I INT024 — ADP -Wisely Global Cash Card - Payroll Batch Developed, then Integrations I removed from scope INT030 —Wells Fargo ACH Child Support Garnishments — Integrations No charge Moved to a custom Integration j This agreement is proprietary and confidential to Collaborative Solutions, LLC 5 Contract Form Entity Information Entity Name* Entity ID* COLLABORATIVE SOLUTIONS LLC 400046665 Contract Name* CHANGE ORDER FOR WORKDAY ERP PROJECT Contract Status CTB REVIEW Contract ID 771 7 Contract Lead * MTRUSLOW New Entity? Contract Lead Email mtruslow@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description * EXTENSION OF PROJECT DEADLINE - COSTS COVERED BY ONE-TIME SALARY AND PROJECT SAVINGS FROM FISCAL 2023, GENERAL FUND AND ERP PROJECT CONTINGENCY. Contract Description 2 Contract Type * CHANGE ORDER Amount * S2,100,000.00 Renewable * NO Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY- GIS Department Email CM- InformationTechnologyGl S@weldgov.com Department Head Email CM- InformationTechnologyGl S- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Requested BOCC Agenda Date * 12/27/2023 Due Date 12,23:'2023 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head RYAN ROSE DH Approved Date 12/22/2023 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 01/03/2024 Review Date* 07 01 2024 Committed Delivery Date Contact Type Contact Email Finance Approver CHERYL PATTELLI Renewal Date Expiration Date 12/31;2025 Contact Phone 1 Contact Phone 2 Purchasing Approved Date Finance Approved Date 12/27/2023 Tyler Ref # AG 010324 Originator MTRUSLOW Legal Counsel KARIN MCDOUGAL Legal Counsel Approved Date 12'27,12023 Cootvaci- Uk- uvn MEMORANDUM TO: Esther Gesick, Clerk to the Board Jan 18, 2023 FROM: Ryan Rose, Chief Information Officer SUBJECT: Collaborative Solutions, LLC ERP Contracts The Board approved the award of bid B2200041 to Collaborative Solutions and Workday, Inc. on November 30, 2022 for the Enterprise Resource Planning Software and Implementation/Integration Services. The attached agreements are with Collaborative Solutions, LLC is for the implementation services of this software. The total cost of these implementation services is $4,790,545.00, with the first year cost being $2,563,055.02 and second year cost being $2,227,489.99. This contract has been reviewed by Legal. We ask that the BOCC approve the contract agreement as submitted. Con aerr+-11gepc�0. dV23/ 23 ee:1;),(46A-z-e-r) ,e0 Gk NI)) 2022-3%O 170011 Collaborative Solutions, LLC 11190 Sunrise Valley Drive Reston, VA 20191 Direct 888.545.5387 - Fax 703.390.9289 www.collaborativesolutions.com COLLABORATIVE SOLUTIONS A CegntrantComp. May 16, 2023 Attention: Matt Conroy Assistant Weld County Attorney 1150 O Street P.O. Box 758 Greeley, CO 80632 RE: Master Services Agreement and Statement of Work for Workday Deployment Services Pursuant to Colorado Revised Statutes §24-72-204 subsection (3)(a)(IV), Collaborative Solutions, LLC ("CS") objects to disclosure of certain portions of the Master Services Agreement effective January 12, 2023 and the Statement of Work for Workday Deployment Services effective January 23, 2023, as set forth below: Master Services Agreement: at Page 3. We object to the disclosure of our payment terms with clients, which are negotiated on a per transaction basis. Our payment terms are sensitive commercial information. Competitors could leverage this information to undermine CS' commercial position in this space, and disclosure here would cause substantial injury to our competitive position. at Pages 6 - 7: We object to the disclosure of our indemnification obligations to clients, which are negotiated on a per transaction basis. Our indemnification obligations are sensitive commercial information. Competitors could leverage this information to undermine CS' commercial position in this space, and disclosure here would cause substantial injury to our competitive position. o at Page 8: We object to the disclosure of our warranty obligations to clients, which are negotiated on a per transaction basis. Our warranty obligations for both services and deliverables are sensitive commercial information. Competitors could leverage this information to undermine CS' commercial position in this space, and disclosure here would cause substantial injury to our competitive position. o at Pages 8 - 9: We object to the disclosure of our liability limits with clients, which are negotiated on a per transaction basis. Our limitation on liability is sensitive commercial information. Competitors could leverage this information to undermine CS' commercial position in this space, and disclosure here would cause substantial injury to our competitive position. Statement of Work for Workday Deployment Services: o at Pages 2 — 26; 29 — 43; 47 - 65: We object to the disclosure of the detailed descriptions, process and methodology for implementation of the Workday solution. CS' Cynergy methodology and the relevant descriptions of the implementation process are highly sensitive and proprietary to CS, as this entails the unique and proprietary method that CS 1 uses to implement the solution. Competitors could leverage this information to undermine CS' commercial position in this space, and disclosure here would cause substantial injury to our competitive position. If you have any questions or require any further detail in support of our objections, please let me know. Very truly yours, Antonia PIaz'Fba#� Chief Legal Officer, Collaborative Solutions, LLC aplazibat@collaborativesolutions.com 2 COLLAlh iriATIVF _;COL:JT!ONS MASTER SERVICES AGREEMENT This Master Services Agreement (this "Agreement"), dated as of January 12, 2023, is made by and between The Board of Weld County Commissioners, on behalf of the Weld County Department of Information Technology, with its principal office located at 1150 O Street, Greeley, Colorado 80631 ("Client"), and Cognizant Worldwide Limited, a United Kingdom limited liability company with its principal office located at 1 Kingdom Street, Paddington Central, London, United Kingdom W2 6BD ("Cognizant"), In addition, Cognizant Technology Solutions U.S. Corporation ("CTS US") shall execute this Agreement solely for the purpose of enabling and authorizing CTS US to enter into Statements of Work (as defined below) together with Cognizant, whereby CTS US shall provide the applicable local Services and Deliverables within the United States of America to Client for Cognizant under such SOWs as provided in Section 1.1. For the purposes of this Agreement, Client and Cognizant may each be referred to as "Party" or, collectively, as the "Parties." The Parties, intending to be legally bound, hereby agree as follows: 1. SERVICES. 1.1 Services. Cognizant and Client will develop and enter into one or more statements of work incorporating a description of the specific services to be provided ("Services"),, each in a form mutually agreed by the Parties (a "Statement of Work" or "SOW"). Each Statement of Work will set forth, among other things, project scope, various project activities and tasks to be performed by the Parties, and roles and responsibilities of the Parties. Cognizant may provide to Client the following types of services as, and to the extent, described in each Statement of Work: (i) the management of certain business and iT operational services, which may be performed either onsite or from remote locations ("Managed Services"); (ii) certain consulting, development, integration and or other support services provided in addition to the Managed Services ("Professional Services"); and (iii) any other services described as Cognizant's obligation in a Statement of Work, (collectively the "Services"). In addition, Cognizant will provide to Client certain results or proceeds of the Services that are defined as deliverables in each Statement of Work (collectively, the "Deliverables"). Each Statement of Work shall specifically identify this Agreement and indicate that it is subject to the terms hereof and be executed by Client and Cognizant. Unless otherwise set forth herein or expressly Identified in the SOW as a modification to a specified provision of this Agreement, to the extent there are any conflicts or inconsistencies between this Agreement and any Statement of Work, the provisions of this Agreement shall govern and control. Cognizant may engage any Affiliate (as hereinafter defined) of Cognizant to provide Services and Deliverables to Client and any Affiliates of Client for Cognizant under this Agreement. For SOWs executed in connection with work to be performed for Client in the United States of America, and solely to the extent that employees of a U.S.-domiciled Cognizant Affiliate who are foreign skilled workers are required for the provision of Services or Deliverables by Cognizant in connection with such SOW, such Cognizant Affiliate may also execute such SOW solely for the purpose of providing Services and Deliverables to Client for Cognizant, Collaborative Solutions, LLC will be the Affiliate performing Services under the initial SOW. Any Affiliate of Cognizant may itself provide Services directly to Client and any Affiliates of Client under this Agreement by executing SOWs in its own name, exclusive of CWW, and only for the purposes of any such SOW(s), shall be considered "Cognizant" as that term is used in this Agreement. Any Affiliate of Client may enter into SOW(s) with Cognizant or any Affiliate of Cognizant and, only for the purposes of any such SOW(s), shall be considered "Client" as that term is used in this Agreement. As used herein, the term "Affiliate" means any entity that controls or is controlled by or is under common control with Cognizant or Client, as applicable, where "control" means possessing, directly or indirectly, the power to direct or cause the direction of the management, Confidential Information hSI COLLABORATIVE %,400 SCLl TiiJN policies and operations of such entity, whether through ownership of voting securities, by contract or otherwise. 1.2 Deliverables and Acceptance. Deliverables, if any, under this Agreement will be as set forth under any SOW. Each SOW will describe, if applicable, the Deliverables that Cognizant is obligated to furnish to Client hereunder, the acceptance criteria for each of the Deliverables (the "Acceptance Criteria") and the completion criteria, if any, to signify completion of each phase of a project. Client shall review, evaluate and/or test, as the case may be, each of the Deliverables within the applicable time period set forth in a SOW (with respect to each Deliverable, the "Acceptance Period") to determine whether or not such Deliverable satisfies the applicable Acceptance Criteria in all material respects. If Client does not furnish a written notice to Cognizant specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects prior to the end of the Acceptance Period therefor and/or if Client commences using the Deliverables commercially or in a production environment, then Client will be deemed to have accepted such Deliverable. If any Deliverable fails to satisfy its Acceptance Criteria in any material respect, then Client will notify Cognizant in writing specifying the respects in which such Deliverable does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Cognizant shall use its diligent commercially reasonable efforts to modify such Deliverable to so conform and the Deliverable will be resubmitted for acceptance by Client. If, after repeated attempts, Cognizant is unable to remedy any non -conforming portion of any Deliverable, Client may terminate pursuant to Section 12.2 herein. 2. PROJECT SCHEDULE; CHANGES. 2.1 Project Schedule; Changes. Each Statement of Work will set forth the projected work effort and schedule applicable to the Services. All statements and agreements concerning time are based upon information available and circumstances existing at the time made, and each Statement of Work is subject to equitable adjustment upon any material change in such information or circumstances, the occurrence of an excusable delay (as provided for in Section 2.2 hereof) or upon modification of the scope, timing or level of work to be performed by Cognizant. Either Party will be entitled to propose changes. his mutually acknowledged that any such change may affect the fees or charges payable to Cognizant and/or the project schedule. Neither Party shall have any obligation respecting any change until an appropriate change order or amendment to the applicable Statement of Work is executed and delivered by both Parties. 2.2 Excusable Delays and Failures. Cognizant will be excused from delays in performing, or from a failure to perform, hereunder to the extent that such delays or failures result from causes beyond Cognizant's reasonable control. Without limiting the generality of the foregoing, Client acknowledges that Client's failure or delay in furnishing necessary information, equipment or access to facilities, delays or failure by Client in completing tasks required of Client or in otherwise performing Client's obligations hereunder or under any Statement of Work and any assumption contained in a Statement of Work which is untrue or incorrect will be considered an excusable delay or excusable failure to perform hereunder and may impede or delay completion of the Services. Client further acknowledges that such delays or failures may result in additional charges for the Services. Confidential In formation2 COLLAklllll11TIVE SOLUTIONS 3. PAYMENT. 3,3 Taxes. Client shall provide to Cognizant the required exemption certificate or other documents required to exempt the Services and Deliverables from such taxes in advance of invoicing for the Services and Deliverables. 4. OBLIGATIONS OF THE PARTIES. 4.1 Working Environment. For any Services to be provided by Cognizant at any of Client's sites, Client shall provide Cognizant's personnel with (i) a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) access to and use of Client's facilities and relevant information, including software, hardware and documentation; (iii) provision and maintenance of personal computer ("PC") workstations for such personnel's use; (iv) assistance to such personnel in a timely manner by promptly correcting any hardware or software problems that would affect the performance of Services; and (v) any other items set forth in each Statement of Work. 4.2 Client's Personnel Commitment. Client will ensure that all Client personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice, (i) be available to assist Cognizant's personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as outlined in the Statement of Work; (iii) participate in progress and other Service related meetings; (iv) contribute to software and system testing; and (v) be available to assist Cognizant with any other activities or tasks required to complete the Services in accordance with the Statement of Work. 4.3 Export Control. Client agrees to notify Cognizant of any requirements for Deliverables or any other technology, technical data or information to which Cognizant will have access as a result of the Services that, in arty case, will subject the Deliverables or the other technology, Confidential Information 3 iptiCOLLABORATIVE Soo! ,ITIrlNS technical data or information to control under applicable export regulations under any classification other than EAR99 (or its non-U.S. equivalent) and, in such event, Client will (i) identify to Cognizant the applicable regulations (e.g. the United States Export Administration Regulations ("EAR") or the International Traffic in Arms Regulations ("ITAR")) and classifications (e.g. ECCN) and (ii) follow such guidelines as Cognizant may communicate to Client that reasonably are required to avoid violations. Each Party acknowledges and agrees that to the extent that any tangible or intangible technical data provided under this Agreement is subject to US export laws and regulations, such Party will not use, distribute, transfer, or transmit technical data provided by the other Party under this Agreement except in compliance with US export laws and regulations. Notwithstanding the foregoing, Client agrees that it wilt not knowingly provide Cognizant with any technology, technical data or information that is subject to control under the ITAR. In the event that Client wishes to provide Cognizant with ITAR-controlled technology, technical data or information, Client will notify Cognizant in writing of such intent, and the Parties agree to cooperate to determine the appropriate agreements and controls, if any, required before Client makes such disclosure. 4.4 FCPA. Neither Party shall take any action in connection with the performance of its obligations under this Agreement that violates the Foreign Corrupt Practices Act, as amended, and the rules and regulations thereunder in any manner that has a material adverse impact on the other Party. To the extent that any of the Services or Deliverables cannot be performed or provided without violation of any law, regulation, or other control, then Cognizant shall not be obligated to provide the same and the applicable Statement of Work shall be amended accordingly. 4.5 Work Anthorization/HR Compliance In the event it is necessary for Cognizant to obtain visas or work permits for Cognizant personnel, Client will removably cooperate with Cognizant, at Cognizant's expense, with Cognizant's efforts, which may include Cognizant's disclosure of certain documentation indicating the nature and location of the work to be performed, the necessity of the work to be performed, and Cognizant's posting such notices as may be legally required. 5. OWNERSHIP. 5.1 Ownership of Work Product. Cognizant agrees that, upon Client's payment in full, the software or other intellectual property developed by Cognizant or its Affiliates as a 'work -for -hire' specifically for Client, as set forth in a Statement of Work ("Work Product") shall be the property of, and ownership shall vest in, Client. Client's ownership of Work Product does not include Cognizant Proprietary Intellectual Property (as defined below) or any Third Party Items, or any derivative of the foregoing, that is incorporated into the Work Product. Cognizant agrees to take, at Client's cost and expense, all actions requested by Client which are reasonably necessary to assure the conveyance to Client of all right, title and interest in and to the Work Product, including copyright. 5.2 Residual Rights. Notwithstanding anything to the contrary herein, Cognizant, Cognizant Affiliates, and their respective employees and agents shall be free to use and employ any Residual Information. "Residual Information" means the general knowledge, ideas, know-how, experience, and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party. Nothing in this paragraph, however, shall be deemed to grant a license under Client's registered intellectual property rights. Confidential informat ion4 COL'. AFIORATIVE SOLUTIONS 5.3 Cognizant Proprietary Intellectual Property. Client acknowledges that as part of delivering the Services, Cognizant personnel may utilize proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship, creative works, ideas, know-how, data or other materials which have been or are originated, developed, licensed, purchased, or acquired by Cognizant or its Affiliates or subcontractors (collectively, "Cognizant Proprietary Intellectual Property"). Client agrees that Cognizant Proprietary Intellectual Property and Residual Information, any derivatives of Cognizant Proprietary Intellectual Property or Residual information, is the sole property of Cognizant (or its licensors) and that Cognizant (or its licensors) will retain sole and exclusive title to and ownership thereof. if any Cognizant Proprietary Intellectual Property owned by Cognizant is embedded in Work Product, Cognizant grants to Client a worldwide, royalty free, non-exclusive, transferable, perpetual license to use, execute and perform such Cognizant Proprietary Intellectual Property as a functional element of the applicable Work Product, subject to any additional terms or limitations set forth in the applicable Statement of Work, and provided that no portion of the Cognizant Proprietary Intellectual Property is separated or unbundled from the applicable Work Product or used as a stand-alone product or development tool. Except as expressly provided in the foregoing sentence, nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or under any Cognizant Proprietary Intellectual Property (whether by estoppel, implication or otherwise). Any license to Cognizant Proprietary Intellectual Property that is not embedded in Work Product or that is commercially available will be pursuant to a separate license agreement between Client and Cognizant (or its licensor). 5.4 Third Party Items. Cognizant shall obtain Client's prior written consent before embedding in Work Product or installing in Client's environment any proprietary third party tools or applications. If any third party tools, applications, utilities and cloud infrastructure are distributed, resold, or provided to Client in connection with this Agreement (collectively, "Third Party Items"), such Third Party Items shall be provided AS -IS and made available to Client under a separate agreement between Client and the licensor of the Third Party item or may be made available to Client by Cognizant under a separate agreement or pass -through terms set forth in an SOW, which shall apply to the relevant Third Party Item(s) in lieu of any of the terms of this Agreement 5.5 Installation of Tools. intentionally Omitted 6. CONFIDENTIAL INFORMATION. 6.1 Confidentiality Obligations. For a period of three (3) years from the date of disclosure of the applicable Confidential Information (as hereinafter defined), Client and Cognizant shall each (i) hold the Confidential Information of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other Party for any purpose whatsoever except as expressly contemplated under this Agreement or any Statement of Work. Except with the express written consent of the other Party, each Party shall disclose the Confidential Information of the other Party only to those of its and its affiliates' employees officers, directors, subcontractors, agents or representatives having a legitimate need to know the information for the purposes of this Agreement ("Representatives") and shall take all reasonable precautions to ensure that such Representatives comply with the provisions of this Section 6.1. Confidential Information5 ^ COL.L.AIILIHATIVb so_uTI�iNTi 6.2 Definition. The term "Confidential Information" shall mean any and all information or proprietary materials other than Personal Information (as defined in Exhibit A attached hereto) (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either Party (the "disclosing party") to the other (the "receiving party") in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and customer lists or requirements. 6.3 Exceptions. The obligations of either Party under Section 6.1 will not apply to information (other than Personal Information) that (i) was in the receiving party's possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by the receiving party, or (iv) is independently developed by the receiving party without regard to the Confidential Information of the disclosing party. in addition, the receiving party may disclose Confidential Information as required to comply with binding orders of courts of competent jurisdiction or governmental entities that have jurisdiction over it; provided that the receiving party (a) gives the disclosing party reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy, (b) discloses only such Confidential Information as is required by the court or governmental entity, and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. Cognizant is advised that as a public entity in Colorado, Client must comply with Colorado Revised Statutes 24-72-201, et seq., with regard to public records and cannot guarantee confidentiality of all documents. 7. DATA PROTECTION 7.1 Data Protection. If and to the extent that the Services require Cognizant to process Protected Data, the Parties shall abide by the terms set forth under Exhibit A attached hereto. B. INDEMNIFICATION. Confidential tnformation6 COLLABOHATIVF 8.6 Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 9. WARRANTY. 9.1 Limited Warranty. Cognizant warrants the following: Confidential tnformation7 TICC7llAE3ORl1TIVE SOLUC NS 10. LIMITATION OF LIABILITY AND REMEDIES. Confidential In formation8 COLLABORATIVE SOLUTIONS 11. EMPLOYEES. 11.1 No Employee Relationship. Neither Party's personnel shall be deemed to be employees of the other Party. Each Party and its Affiliates shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen's compensation and any similar taxes associated with employment of its personnel. A Party's employees shall not be entitled to any benefits paid or made available by the other Party to its employees. 11.2 Non -Solicitation Obligations. During the term hereof and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, solicit for employment or employ, or accept services provided by, (i) any employee of the other Party (including employees of Cognizant's Affiliates); or (ii) any former employee of the other Party (including former employees of Cognizant's Affiliates) who performed any work in connection with or related to the Services. 11.3 Subcontractors and Third Party Providers. In addition to the right to engage Affiliates to provide Services as specified hereunder, Cognizant upon Client's prior written consent, not to be unreasonably withheld, may engage non -Affiliate third parties which will be responsible for providing a portion of the Services that Cognizant provides to Client (such as field services and end user support) where such services are not dependent on a product being provided by such third party ("Subcontractors"), provided that such Subcontractors have executed appropriate confidentiality agreements with Cognizant. Cognizant may also (i) engage vendors providing equipment or software (and services in support of such equipment or software) to support the provision of Services and/or (ii) subcontract for third party services or products that are not principally dedicated to performance of Services for the Client, which are not material to a function constituting a part of the Services, do not result in a material change in the way Cognizant conducts its business, or are composed of small scale temporary labor (collectively, "Third Party Providers"). For the avoidance of doubt, Third Party Providers shall not be deemed "Subcontractors" as such term is defined under this Section 11.3. Cognizant may engage such Third Party Providers pursuant to such Third Party Providers' standard terms and conditions. Client shall agree in writing to be bound by the Third Party Providers' standard terms and conditions to the extent necessary, if at all, for Client to (iii) be able to use of the relevant Third Party Provider's product or services in connection with its receipt of the Services and/or (iv) make use of any of the Services supported by such Third Party Provider's product/services. No engagement of Subcontractors or Third Party Providers hereunder will relieve Cognizant from any of its obligations under this Agreement. 11.4 Nondiscrimination. To the extent applicable to Services under this Agreement, Cognizant shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their Confidential Information9 Cc.JII 44,0OLLnaA1IVE SflL: JTI0NS status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 12. TERM AND TERMINATION. 12.1 Term. The Agreement is effective as of the date on the Agreement and shall continue in effect for an initial term ending three years thereafter, or until the successful completion of all Statements of Work pursuant to this Agreement, whichever occurs later. The Agreement shall thereafter continue in effect for successive one-year terms, unless not later than sixty (60) days prior to the end of the then -current term, either party shall notify the other that the Agreement shall expire, in which event the Agreement shall expire on the last day of the then -current term (except with respect to any Statement of Work for which the term set forth in such Statement of Work has not yet been completed, which Statement of Work shall continue until expiration or termination). 12.2 Termination or Suspension. This Agreement may be terminated in whole or in part by either Party (the "non-breachinx party") upon written notice to the other Party if any of the following events occur by or with respect to such other Party (the "breaching oartv"): (i) the breaching party commits a material breach of any of its obligations hereunder and fails to cure such breach within thirty (30) days after receipt of notice of such breach or fails to reach an agreement with the non - breaching party regarding the cure thereof; or (ii) any insolvency of the breaching party, any filing of a petition in bankruptcy by or against the breaching party, any appointment of a receiver for the breaching party, or any assignment for the benefit of the breaching party's creditors. In addition to any right to terminate as provided in this Agreement, the Parties agree that in connection with any dispute for which Client withholds the payment of charges pursuant to this Agreement, if the total amount being disputed (other than amounts in dispute resulting from clear billing errors of Cognizant), plus any amount that is undisputed but past due and any interest that has accrued thereon, exceeds the amount of fees billed by Cognizant in the then -prior three-month period (the "Disputed Amount Threshold"), Cognizant may, without liability to Client or its Affiliates, with at least 30 days' prior written notice to Client, suspend the further delivery of Services that are not paid for in advance until all payment disputes are resolved using the dispute resolution process set forth in this Agreement If Client pays the Disputed Amount, Cognizant shall promptly recommence performance of the Services and all Cognizant timing obligations and delivery commitments under this Agreement andtor each applicable SOW shall be extended by the number of days between the date of suspension and the date Cognizant recommences performance of the relevant Services. 12.3 Termination for Non -Appropriation. Client is a local governmental entity that relies on funding allocated at the local level to fund the services contemplated in this Agreement. Client's payment obligations pursuant to this Agreement are subject to annual appropriation by the governing body of the County of funds encumbered for the purpose of this Agreement. Client intends to continue the Agreement for its entire term and to satisfy its obligations thereunder. For each succeeding fiscal period: (a) Client agrees to include in its budget request appropriations sufficient to cover Customer's obligations under the Agreement; (b) Client agrees to use all reasonable and lawful means to secure these appropriations; and (c) Client will seek such appropriations in good faith. Client reasonably believes that sufficient funds will lawfully be appropriated to satisfy its obligations. If Client is appropriated insufficient funds, by appropriation, Confidential information 10 eCOLLABORATIVE SU! UT INS appropriation limitation or grant, to continue payments under the Agreement and has no other funding source lawfully available to it for such purpose Client may terminate the Agreement by giving Cognizant not less than thirty (30) days prior written notice. Upon termination, Client 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. 12.4 Payment upon Termination. Upon termination, Cognizant will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress), and in the event of termination of this Agreement, in whole or in part, by Cognizant pursuant to this Section 12, Cognizant will also be entitled to recover those reasonable costs incurred in anticipation of performance of the Services to the extent they cannot reasonably be eliminated. 12.5 Survival. in the event of termination or upon expiration of this Agreement, Sections 3, 5, 6, 7, 8, 9 (subject to the expiration of any warranty period), 10, 11, 12, and 13 hereof will survive and continue in full force and effect. 13. MISCELLANEOUS. 13.1 Governing Law. This Agreement will be governed by the laws of the State of Colorado, without reference to the principles of conflicts of law. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sate of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any State having jurisdiction. in addition, the provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 13.2 Dispute Resolution. 13.2.1 Informal Negotiations. In the event of any dispute, controversy, or claim of any kind arising out of or relating in any way to this Agreement or the breach thereof (each a "Dispute"), prior to tiling a notice of arbitration, the Party dalming a Dispute shall send a written notice to the other Party describing the basis for the Dispute and the requested remedy, and inviting the other Party to have its executive confer with a named executive of the claiming party to attempt to negotiate a resolution. The claiming Party may file the notice of arbitration in accordance with the Rules (defined below) after the executive conference is completed, if the invitation to confer is declined, or if, within ten (10) business days after the Dispute notice is delivered, there is no response to the invitation or the Parties are unable to schedule the conference. 13.2.2 Arbitration. Subject only to Section 13.2.4 below, any Dispute that is not settled through the negotiation process required under Section 13.2.1, shall be settled by final and binding arbitration administered by the International Centre for Dispute Resolution under the International Dispute Resolution Procedures - International Arbitration Rules (available at WWW.ICDR.ORG) (the 'Rules"). The Parties waive any right to mediate a Dispute and any mediation provisions contained in the Rules shall not apply. 13.2.3 Arbitration Process. In -person hearings or meetings with the arbitrator(s) shall be held in Weld County Colorado, and the seat of the arbitration shall be the state of Colorado. The sole arbitrator, or the presiding arbitrator in the case of a three -arbitrator panel, shall either be a retired judge or a lawyer with at least ten (10) years of experience in information technology Confidential Information l I COLLABORATIVE • C*sgnl<nr, matters. Each award shall include written findings of fact and conclusions of law and shall be final and binding, except that if the arbitration is conducted by a single arbitrator and US$10,000,000 or more in damages are awarded against a Party (exclusive of interest, attorneys' fees, and arbitration fees and costs), that Party may appeal the award to a panel of three arbitrators pursuant to the Optional Appellate Arbitration Rules of the American Arbitration Association. The existence of a Dispute or the content or result of any award shall constitute the Confidential Information of both parties and the parties shall require that the arbitrator of any Dispute be bound to maintain the confidentiality of such Confidential Information. All informal and formal negotiations between the Parties regarding a Dispute shall be treated as compromise and settlement negotiations under applicable rules of evidence and no written or oral statements of position or offers of settlement made during the informal or formal Dispute resolution procedures shall be offered into evidence for any purpose, or constitute an admission or waiver of rights by either Party. 13.2.4 Access to Courts. Either Party may at any time apply to a court with appropriate jurisdiction only to (a) seek interim or provisional relief necessary to protect its rights or property pending the resolution of a Dispute in accordance with these procedures, including injunctive relief and specific performance, or (b) enter or enforce any final and binding arbitration award. 13.3 Binding Effect and Assignment. Neither Party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party, except either Party may, upon prior written notice to the other Party (but without any obligation to obtain the consent of such other Party), assign this Agreement or any of its rights hereunder to any Affiliate of such Party, or to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such Party, if such entity agrees in writing to assume and be bound by all of the obligations of such Party under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assignees. 13.4 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns. 13.5 Notices. All notices required by this Agreement will be given in writing to the other Party and delivered by registered mail, international air courier, facsimile, or the equivalent. Notices will be effective when received as indicated on the facsimile, registered mail, or other delivery receipt. All notices will be given by one Party to the other at its address stated on the first page of this Agreement unless a change thereof previously has been given to the Party giving the notice. 13.6 Amendments and Waivers. This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. No waiver by either Party of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by either Party with respect to any default, misrepresentation, or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 13.7 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be Invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force. Confidential information 12 C5 COLLABORATIVE SOLUTIONS A CogAzant Comtwv 13.8 Counterparts. This Agreement and each Statement of Work may be executed in several counterparts and by facsimile signature, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the Parties with the same effect as if all the signatures were upon the same instrument. A telecopy signature shall be as legally effective as an original signature. 13.9 Entire Agreement. This Agreement and all Statements of Work attached hereto constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other prior or contemporaneous communications between the Parties relating to the subject matter herein. 13.10 Press Releases and Announcements. Either Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing party shall use reasonable efforts to advise the other Party and provide it with a copy of the proposed disclosure prior to making the disclosure). 13.11 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 13.12 Consents and Approvals. Except where expressly provided as being in the discretion of a Party, where approval, acceptance, consent or similar action by either Party is required under this Agreement or the applicable Statement of Work, such action shall not be unreasonably withheld or delayed. IN WITNESS WHEREOF, Cognizant and Client have caused this Agreement to be signed and delivered by their duly authorized officers, all as of the date first herein above written. COGNIZANT WORLDWIDE LIMITED Signature: Print Name: Andrew Bunch Title. Authorized Person Weld County dterAttt) ,�,,/ATTEST: LD4. BOARD OF COUNTY COMMISSIONERS Weld C' ty Clerk to the�WELD COUNTY, COLORADO BY: Confidential Information 13 JAN 2 3 2023 020.42- 3cloS(g ) COLLABORATIVE SOLUTIONS Solely for the purpose of acknowledging that CTS US may perform local services In the United States of America In accordance with Section 1.1: COGNIZANT TECHNOLOGY SOLUTIONS U.S. CORPORATION Signature:' Print Name: Douglas Jones Title: Associate General Counsel Confidential Information 14 COLLABORATIVE TO1_i_iT!C J EXHIBIT DATA PROTECTION AGREEMENT This Data Protection Agreement (this "DPA"), is entered into by and between Cognizant Worldwide Limited (collectively with its Affiliates, "Cognizant") and The Board of Weld County Commissioners, on behalf of the Weld County Department of Information Technology ("Client") (each a "Party" and collectively, "Parties"), pursuant to the terms and conditions of the Master Services Agreement (the 'Agreement') effective January 12, 2023 between the Parties. General Data Protection Terms 1. Introduction. 1.1. Order of Precedence, This DPA is part of the Agreement, and the terms of this DPA are in addition to, and not in lieu of, the terms in the Agreement. The terms of this DPA shall prevail over any conflicting terms in the Agreement's other sections. 2. Definitions. 2.1. In this DPA. a. "Access" or "Accessing" means to access, view, alter, use, process, transfer, store, host, disclose, erase, destroy, or dispose of Protected Data, and includes any operation or set of operations performed upon Protected Data, whether or not by automated means. b. "Applicable Laws' means the privacy, data security, and data protection laws, directives, regulations, orders, and rules in the jurisdiction(s) applicable to the Cognizant and/or the Services provided under the Agreement. c. "Applicable Standards" means government standards, industry standards, and commercially reasonable practices related to privacy, data security or data protection that are applicable to Cognizant and the Services provided under the Agreement, or such other standards as otherwise agreed to by the Parties and specifically set forth in an applicable Statement of Work or other written agreement. d. "Authorized Person(s)" means the individual(s) to whom Client or Cognizant Etas granted Access to Protected Data. e. "Employee Personal Data° means the Personal Information of the personnel of Cognizant, Cognizant's Affiliates, or Cognizant subcontractors or other representatives. "European Data Protection Legislation" means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("General Data Protection Regulation"), including any applicable delegated acts adopted by the European Commission and any applicable Confidential Information 15 r' COLLABORATIVE national legislation made under or otherwise adopted by Member States of the EEA pursuant to specific rights or powers contained within the General Data Protection Regulation, together with any replacement legislation or any equivalent legislation of any other applicable jurisdiction and all other applicable laws and regulations in any relevant jurisdiction relating to the processing of personal data and privacy. g. "Include" or "Including" means including but not limited to. h. "Personal Data" means: any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person. "Personal Information" means: (i) information relating to an identified or identifiable individual in any form or medium; (ii) information related to an identified or identifiable individual that is protected under Applicable Law (including Personal Data); or (iii) information that is not specifically about an identified or identifiable individual but, when combined with other information, may identify an individual. In the event that the definition of Personal Information in this DPA is inconsistent with a definition of Personal Data, Personal information, or similar concept under an Applicable Law, then the definition of such concept under the Applicable Law shall prevail solely to the extent of the inconsistency. j• "Protected Data" means the Personal Information to which Client has granted Cognizant access for the performance of Cognizant's obligations under the Agreement. k. "Security Incident" means the unauthorized or unlawful destruction, loss, alteration, or disclosure of Protected Data caused by Cognizant's breach of this DPA. Security Incidents will not include unsuccessful attempts to Access Protected Information or to interfere with system operations in an information system, such as "scans° or "pings" on a firewall. I. "Security Standards" has the meaning set forth in Section 5 of this DPA. 2.2. All capitalized terms that are not expressly defined in this DPA will have the meaning given to them in the Agreement. All examples are illustrative and not the sole or exclusive examples of a particular concept. 3. General Obligations. 3.1. Compliance. Cognizant agrees that, during the period in which Cognizant has been given Access to Protected Data, it will comply with its obligations under Applicable Laws. Cognizant will provide commercially reasonable information, assistance, and cooperation regarding the processing of Personal Information as Client may reasonably require to enable Client to comply with Applicable Lews, including (when required by Applicable Laws) assisting Client (at Client's expense) with its security, notification, communication, recordkeeping, and reporting obligations under Applicable Laws. Confidential Information I6 COLLABORATIVE 1/4:60 O:_LUTiENS 3.2. Purpose Limitation. Cognizant agrees that it will Access Protected Data: (i) in accordance with the lawful, written instructions of Client (provided such instructions are reasonable and provided that Client shall be responsible for any material costs incurred by Cognizant in order to comply with such documented instructions); (ii) for the proper management and administration of Cognizant or to carry out Cognizant's legal responsibilities under Applicable Laws; and (iii) to fulfill its obligations under the Agreement and the relevant Statement(s) of Work. 3.3. International Transfers of Personal Information. When applicable, and where required by Applicable Laws, the Parties agree to execute appropriate data transfer agreements to ensure the lawfulness of cross -border transfers of Personal Information. 3.4. Duty of Confidentiality. Cognizant agrees that Authorized Persons to whom Cognizant has granted Access to Protected Information will be subject to a duty of confidentiality (whether such duty is contractual, statutory, or otherwise). 3.5.. Individual Rights. Cognizant will reasonably assist the Client to fulfill or resolve an individual's request for access to his or her Personal Information, including with respect to a request from a data subject to exercise any of his or her rights under Applicable Laws (including the rights of access, correction, blocking, objection, erasure and data portability, as applicable). If Cognizant receives such a request directly from the individual(s), Cognizant will promptly inform Client of the request. 3.6. Prohibited Personal Information. Client will not provide Cognizant with Access to Personal Information that contains any special categories of Personal Data or information related to criminal convictions and offenses that are not expressly disclosed in the relevant SOW(s). 4. Obligations for Special Categories of Personal Information. 4.1. European Data Protection Requirements!. If Cognizant or a Cognizant Affiliate: (i) is established within the European Economic Area ("EEA"), Switzerland, or the UK and processes Personal Data of EEA or UK data subjects on behalf of Client or a Client Affiliate as part of the Services; (ii) processes Personal Data on behalf of a Client Affiliate established in the EEA, Switzerland, or the UK as part of the Services; or (iii) processes the Personal Data of data subjects located in the EEA, Switzerland, or the UK on behalf of the Client or a Client Affiliate as part of the Services, then the Parties will enter into additional EU-specific data privacy terms with respect to the Services that involve processing of such Personal Data. 4.2. HIPAA. If and to the extent Cognizant has Access to Protected Health Information as defined at 45 C.F.R. §160.103 ("PHI") subject to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), then the Parties shall enter into a mutually agreeable Business Associate Agreement subject to the provisions of the Agreement. 5. Security Standards. 5.1. Minimum Security Standards. Cognizant agrees to implement and maintain commercially reasonable and appropriate administrative, technical, organizational, and physical controls designed to provide a level of security appropriate to the risk and to Confidential information l 7 COLLABORATIVE protect the confidentiality, integrity, and availability of Protected Data ('Security Standards"), including: (i) controls designed to secure facilities, infrastructure, data centers, servers, hard copy files, systems, equipment, applications, and devices used to Access Protected Data, including controls to monitor, prevent, detect, and respond to Security Incidents; (ii) policies and practices limiting Access to Protected Data only to Authorized Persons; and (iii) procedures to regularly assess and evaluate the effectiveness of the Security Standards. 5.2. Training. Cognizant will provide privacy and security training for all Authorized Persons who Access Protected Data. 5.3. Client Responsibility for Employee Personal Data. To the extent that Client has Access to Employee Personal Data, Client shall implement and maintain, in compliance with Applicable laws, a data privacy and security program to protect Employee Personal Data to a standard materially the same as those required of Cognizant hereunder. Client shall collect only the minimum necessary amount of Employee Personal Data to comply with Client's obligations under Applicable Laws. 6. Return and Disposal of Protected Data. Upon the earlier of Client's written request or termination or expiration of the Agreement, Cognizant will securely destroy or, at Client's expense, return the Protected Data in accordance with Client's reasonable written instructions. Cognizant agrees to return or destroy Protected Data within ninety (90) days of receipt of Client's written request er expiration or termination of the Agreement, as applicable; provided, however, that Cognizant may retain copies of Protected Information that Cognizant is legally required to retain, subject to a continued obligation to hold the same in confidence in accordance with this Agreement. 7. Security Incident Response. 7.1. Security Incident Response Prooram. Cognizant will maintain an incident response program in compliance with Applicable Laws to respond to Security Incidents. 7.2. Notice. Investigation, and Remediation. In the event of a Security Incident, Cognizant will notify Client without undue delay (and in no event more than seventy-two (72) hours after confirmation of the Security Incident). This notification will include, to the extent know at the time notice is sent: (i) a description of the Security Incident, including time and date; (ii) the categories and types of Protected Data affected; and (iii) if applicable, the categories and number of data subjects and individual records affected. Additionally, Cognizant will promptly investigate and remedy the Security Incident, take commercially reasonable steps to mitigate the effects of the Security Incident and to prevent further Security Incidents, and take other actions required of it by Applicable Laws. In the event that any unauthorized access to or acquisition of Protected Data is caused by Cognizant's breach of its security and/or privacy obligations set forth herein, Cognizant shall pay the reasonably necessary, documented costs incurred by Client 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 Protected Data may have been accessed or acquired; and to the extent required by Iaw:(c) providing credit monitoring service to individuals whose Protected Data may have been accessed or acquired for a period of Confidential Information l 8 COLLABORATIVE 44,101 SOLUTIONS a Cognitent Conwa'iy one year 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 Protected Data may have been accessed or acquired fora 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. 7.3. No Unauthorized Statements. Except as required by Applicable Laws, neither Party will make public statements concerning a Security Incident that references or identifies either Party, unless both Parties have provided express written consent for any such statement prior to its release. 8. Change in Law. If an Applicable Law becomes effective after the execution of this DPA and is inconsistent with the terms of this DPA or otherwise requires the Parties to amend this DPA or change the Services, the Parties agree to enter into good faith negotiations to make required changes to the Security Standards, the Services, and/or to amend this DPA or the Agreement. 9. Survival. Cognizant's obligations under this DPA will survive termination or expiration of the Agreement and/or completion of the Services solely to the extent Cognizant is required to Access Protected Data. IN WITNESS WHEREOF, Cognizant and Client have caused this DPA to be signed and delivered by their duly authorized officers, all as of the date first herein above written. COGNIZANT WORLDWIDE LIMITED WELD COUNTY BOARD OF COMMISSIONERS Signature: `/th Print Name, Andrew Bunch Title: Authorized Person Confidential Information 19 Signature: Il Print Name: Mike Freeman Title: BOCC Chair JAN 2 3 2023 O2 AZ -,30208 (2) Prc.parpci For: Weld County, Colorado Statement of Work Workday Deployment Services Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 STATEMENT OF WORK FOR WORKDAY DEPLOYMENT SERVICES This Statement of Work ("SOW") is made effective on the 23. day of January 2023 (the "SOW Effective Date") by and between Weld County, Colorado ("Client"), having its principal place of business at 1150 O Street, Greeley, Colorado 80631 and Collaborative Solutions, LIC, a limited liability company ("CSLLC"), having its principal place of business at 11190 Sunrise Valley Drive, Suite 110, Reston, VA 20191 for Services scheduled to begin on January 23, 2023 ("Start Date") and expected to end on January 24, 2025. This SOW, together with the Master Services Agreement (the "Agreement") between CSLLC and Client dated as of January 12, 2023, sets out the terms pursuant to which CSLLC will provide certain Services, as further described below. This SOW is being entered into in connection with and subject to the terms and conditions contained in the Agreement. All capitalized terms used herein that are not otherwise defined shall have the same meaning as ascribed to such terms in the Agreement. This agreement is proprietary and confidential to Collaborative Solutions, LLC. 2 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, llG 3 Weld County, Colorado and Collaborative Solutions, ELC Statement of Work January 16, 2023 This agreement's proprietary and confidential to Collaborative Solutions, ttC. 4 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement Is proprietary and confidential to Collaborative Solutions LLC. 6 Weld County, Colorado and Collaborative Solutions, lit Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions,llC. 7 Weld County, Colorado and Collaborative Solutions, LlC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, !LC, 8 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, Lir. Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 15, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 11 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. Weld County, Colorado and Collaborative Solutions, LC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, tLC. 13 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January26, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 14 Weld County, Colorado and Collaborative Solutions, !IC Statement of Work January 16, 2023 This agreement is proprietary, and confidential to Collaborative Solutions, !LC. 15 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 16 Weld County, Colorado and Collaborative Solutions, lLC Statement of Work This agreement is proprietary and confidential to Collaborative Solutions, t LC. Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, [LC 18 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2013 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 19 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, !!C. 20 Weld County, Colorado and Collaborative Solutions, tIC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, 'AC. 21 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 22 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, !LC. 23 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 5.0 Term and Termination a. This SOW shall commence on the Start Date identified above and shall continue through January 24, 2025 (the 'Term"), unless terminated sooner pursuant to the Agreement. 6.0 Pricing a. CSLLC will invoice and Client shall compensate CSLLC on a Time and Materials Basis ("T&M Basis") based on the hourly rates set forth In the table below for Services rendered and expenses incurred on a monthly basis. Invoices will be paid subject to the terms and conditions of the Agreement. Total estimated cost of the engagement is listed in the table below. CSLLC will invoice for all actual hours worked. b. In the event that sign off of Deliverables does not occur, project efforts will not move forward. If It Is determined that the effort is a result of CSLLC failure to deliver, all costs related to remedy the issue will be borne by CSU.C. Phase One (1) o,nement is proprietary and confidential to Collaborative Solutions, LLC. Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 Phase Two (2) This agreement is proprietary and confidential to Collaborative Solutions, LLC. 25 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 Grand Total Pricing Summary Phase 1 Functional Phase 1 Advisory Services Phase 2 Functional Phase 2 Advisory Services Total Without Expenses $4,365,016 Estimated Ex enses 432,529 Total $4,797,545 CSLLC investment -$7,000 Grand Total $4.790,45 Total Cost $1,843,036 $495,616 $1,802,332 $224,032 This agreement Is proprietary and confidendvl to Collaborative Solutions, LLC. 26 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 b. Workday Delivery Assurance and Workday specific training services and fees will be covered under a separate agreement between Client and Workday. c. Invoices will be emailed to the following address(es): biliing.it@weldgov.com Any other mailed correspondence will be delivered as follows below: Weld County, Colorado 1150O Street, Greeley, Colorado 80631 ATTN: MaryTruslow d. Any and all fees associated with Client's e -invoicing, portal, or payment solution will be the responsibility of Client, without dispute. CSLLC will provide all necessary documents or invoices to confirm the fees, If such fees are incurred. e. A PO# will be provided once SOW is signed. 7.0 Expenses If CSLLC is able to travel in accordance with its internal policies and procedures, talent will reimburse CSLLC for its reasonable out-of-pocket travel expenses incurred in connection with the provision of the Services. Any such travel shall be in accordance with CSLLCs Travel and Expense Policy (with the exception that alcohol will not bean allowable expense), whkh shall be made available to the Client upon request. This will indude CSLLC's management personnel for purposes of project oversight. Specific travel recommendations will be planned and discussed between the CSLLC EM and the Client Project Manager. Such agreed to travel recommendations shall not require additional Client pre - approval. All fees or penalties incurred due to cancellations or changes of travel at Client's request shall be invoiced to Client. The Estimate Expenses provided in Section 6.01s a budgetary estimate only. 8.0 Signatures IN WITNESS WHEREOF, the parties have duly executed this SOW by their respective authorized representatives as of the SOW Effective Date. Collaborative Solutions, LLC Weld County, Colorado Safari! Gii ,is Authorized Signature Susan Guerra Chief Client Officer Authorized Signature Mike Freeman Name Name Job Title Jan 17, 2023 Chair, Board of Weld County Commissioners Job Title JAN 2 3 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 27 a20.2.2 - _Vol? 6) Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 Date Date This agreement is proprietary and confidential to Collaborative Solutions, LLC. Weld County, Colorado and Collaborative Solutions, LLC Statement of Wort January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 29 Weld County, Colorado and Collaborative Solutions, LICStatement of Work January 16, 2023 This agreement is proprietary and confidential to collaborative Solutions, LLC, Weld County, Colorado and Collaborative Solutions, LlC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 31 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work This agreement is proprietary and confidential to Collaborative Solutions, LLC. January 16, 2023 32 Weld County, Colorado and Collaborative Solutions, LLC Statement of Wotk January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 33 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work This agreement is proprietary and confidential to Collaborative Solutions, LLC January 16, 2023 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LW. 35 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work This agreement Is proprietary and confidential to Collaborative Solutions, LW. January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 37 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work This agreement is proprietary and confrdendal to Collaborative Solutions, !!C. 88 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 20113 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 39 Weld County, Colorado and Collaborative Solutions. LLC Statement of Work This agreement is proprietary and confidential to Collaborative Solutions, LLC. January 16, 2023 Weld County, Colorado and Collaborative Solutions, u.C Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, !LC. 41 Weld County, Colorado and Collaborative Solutions, LLC Statement of work This agreement is proprietary and tonjidendal to collaborative solutions LLC. January 16, 2023 Weld County, Colorado and Colabotadve Solutions, LLC Statement of Work January 16, 2023 This agreement is plop►ietory and confidential to CopoboratNe Soludone, LLC. Weld County, Colorado and Conaborative Solutions, LLC Statement of Work January 16, 2023 Appendix C —Sample Change Order Form Project Change Order This Change Order form is used for requesting, documenting and approving changes to the Workday deployment or other applicable service offering, including, but not limited to, changes to the project's Scope, changes for a major configuration element, project timeline/schedule changes, Integration specifications changes, addition of resources or any other deliverable change from the originally planned Workday deployment or applicable service offering. Summary Gient: ................ SOW/Project Name: Change Order 0: Project Manager (Client): Project Sponsor (Client): Engagement Manager (CSLLC): Acceptance Due Date: Change Type: Impact Assessed by: Priority: Billing: Contract Line Type: Is new PO# required? XYZ Client Project ID # / Project Name as it exists in Workday C01 (adjust as appropriate) Project Manager Name, XYZ Client Project Sponsor Name, Title Engagement Manager Name, Collaborative Solutions, LLC ("CUM') The date by which the Client will need this approved in order to avoid negative timeline Impact. Type of change. For example: integration change, request for additional functionality, change in SOW estimate based on design sessions, etc. (usually more applicable to Phase One (1) or Phase Two (2) projects.) Select one (1): Term Extension (zero (0) budget add) Term Extension (additional hours added) Change in Scope (additional hours added) Change in Scope (no addition hours added) Other (detail in request description) List those assessing the impact. Normally the CSLLC EM, Functional or Integrations Consultant, and possibly someone on the Client side. High, Medium, or Low based on need for the change. Select one (1): Bill under current project Bill separately under current project Bill separately under new project Describe the billing basis. For example: Timed Materials, Fixed Fee Installment/Milestone, Prepaid, Subscription. For "Bill under current project," the billing basis of this Change Order MUST match the applicable SOW's billing basis. Select one (1): New PO# (Insert PO0) This agreement is proprietary and confidential to Collaborative Solutions, LLC. Weld County, Cialorado and Collaborative Solutions, LLC Statement of Work POll to be created killer receiving cuuntersigned dueuruerrts No new PO# needed January 16, 2023 Request Description «Describe the change and why it is needed. It is important to describe why this wasn't estimated correctly In the SOW or where the change occurred. For example: Adding a new integration for Aetna, COBRA, Qualifying Event. Original integration listed on the SOW addressed only Aetna PPO/HMO, did not specify COBRA. Additional forty (40) hours added to cover COBRA QE.» If this CO is for an extension, please include the number of hours and budget remaining on current project. Business Purpose / Reason for Change c<Describe the purpose/reason for change and be sure to explain the impact to NOT doing the change. For example: Client offers COBRA coverage for any employees eligible for o COBRA Qualifying Event; this was not included in the original SOW estimate. if Client does not approve this change Client will not be able to provide COBRA coverage.» Impact Assessment Project Activities Affected: Describe the additional work that needs to be done. For example: Create one (1) additional integration or three (3) new performance templates need to be configured, etc. Deliverables Affected: Describe deliverables affected. For example: One (1) additional interface file to be delivered to Aetna will be produced. Project Schedule Impact: Describe schedule impact, if any. For example: Architect & Configure stage will be extended by one (1) week to complete all integrations. Include the original end date and new end date, if extending the term of the SOW. Pricing Matdx The following is the Pricing Matrix: Hole Rate Boars Cost Executive Strategy Manager Senior functional Architect (Consulting Director) Engagement Director (Portfolio Director) Engagement Manager Funchal Architect Senior PAncipal Consultant PrindpslConsultant Consultant Analyst Total cstotal,. This agreement a proprietary and confidential to Collaborative Solutions, LLC. 45 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work Payment Terms - If the Client is adding hours January 16, 2023 + Time & Materials SOW: This Change Order will be billed monthly on a Time and Materials ("T&M") Basis based on actual usage at the rates set forth in the SOW and as identified In the Pricing Matrbc above. • Prepay SOW: This Change Order will be invoiced upon execution by both parties at the rates set forth in the SOW and as identified in the Pricing Matrix above. • SDE SOW: This Change Order will be invoiced upon execution by both parties with a fixed fee amount of Assumptions • Describe any new Assumptions different from the SOW. For Example: • Client will provide the requirements for the new integration. • If not different from the SOW, add "All Assumptions from the SOW dated XX December XXXX apply to this Change Order", otherwise, if there are new Assumptions different from the SOW, list them here. Authorization Client Authorization Signature Collaborative Solutions; Name Job Title Date This agreement is proprietary and confidential to Collaborative Solutions, LLC. 46 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential b7 Collaborative Solutions, LLC. 47 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16.2023 This agreement is proprietary and confidential to Collaborative Solutions, TLC. Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreementis proprietary and confidential to Collaborative Solutions, Li.C. 49 Web County, Colorado and Collaborad a Solutions, LLC Statement of Work January 16, 2023 This agreement Ls proprietary and confidential to Collaborative Solutions, LLC. 50 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement Ls proprietary and confidential to Collaborative Solutions, LLC. S1 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement Is proprietary and confidential to Collaborative Solutions, LLC. 52 Weld County, Colorado and Collaborative Sokitions LLC Statement of Work January 16, 2023 This ogreemends proprietary and confidential to Collaborative Solutions, LLG 53 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC Well County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreementts propr)etary and confidential to Collaborative Solutions, LLC. 55 Weld County, Colorado and Collaborative Solutions, L. Statement of Work January 16 2023 This agreement is proprietary and confidential to Collaborative Solutions, tit. Weld County, Cillorado and Collaborative Solutions, LLG Statement of Work January 16, 2023 This agreements proprietary and confidential to Collaborative Solutions, LL[. 57 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 58 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, !LC. 59 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement Is proprietary and confidential to Collaborative Solutions, U.C. Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement it proprietary and confidential to Collaborative Solutions, Li -C. 61 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 Ibis agreement is proprietary and confidential to Collaborative Solutions, 11C. 62 Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 16, 2023 This agreement +"s proprietary and confidential to Collaborative Solutions, LLC Weld County, Colorado and Collaborative Solutions, LLC Statement of Work January 76, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. Weld County, Colorado and Collaborative Solutions, llC Statement of Work January 16, 2023 This agreement is proprietary and confidential to Collaborative Solutions, LLC. 65 Weld County Platform SOW RMrev011323_CL EAN (002) Final Audit Report 2023-01-17 Created: Status: T►aneaclion ID: 2023-01-17 Cad Delgado(cdelgado©ollaborativesotueona.com) Signed CaJCHsCAABAAu37W0JaN-D40pNapn8Pza585NRudzxza "Weld County Platform SOW RMrev011323_CLEAN (002)" Hist ory e Document created by Cari Delgado (cdelgado a@collaborativesolutions.com) 2023-01-17 - 8:20:34 PM GMT P. Document emailed to sguerra@coilaborativesolutions.com for signature 2023-01-17 - 8:21:22 PM GMT t Email viewed by sguerre@collaborativesolutions.com 2023-01-17 - 8:34:51 PM GMT 1 Signer sguerra@collaborativesolutions.com entered name at signing as Susan Guerra 2023-01-17 - 8:35:49 PM GMT Document e -signed by Susan Guerra(sguerra@collaborativesolutions.com) Signature Date: 2023-01-17.8:35:51 PM GMT - Time Source: sewer • Agreement completed. 2023-01-17 - 8:35:51 PM GMT LSI COLLABORATIVE I °o"'"r° 1 `�r'IO SOLUTIONS 81y, Contract Form New C Ent nt In act Reg Entity Name" COLLABORATIVE SOLUTIONS LLC Entity ID. 3100046665 Contract Name COLLABORATIVE SOLUTIONS MSA AND SOW Contract Status CTB REVIEW Contract Description* MSA AND SOW FOR ERP IMPLEMENTATION Contract Description 2 Contract Type. STATEMENT OF WORK Amount* $4,790,545.00 Renewable. NO Automatic Renewal Grant IGA ❑ New Entity? Contract ID 6625 Contract Lead* MTRUSLOW Contract Lead Email mtruslow6lco.weld.co.us Parent Contract ID Requires Board Approval YES Department Project Department Requested BOCC Agenda. Due Date INFORMATION Date* 01119/2023 TECHNOLOGY-GIS 01/23/2023 Department Email CM - I nformationTech nol ogyGI S@ weldgov.com Department Head Email CM- InformatianTechnologyGIS- DeptHeadweldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WELDG OV.COM Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous. Contract ID If this is part of a IA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On Base Contract Dates Effective Date 01[23/2023 Review Date x 11/30/2024 Renewal Date Termination Notice Period Contact Name Contact Type Contact Email Purchasing Approver CONSENT App Pr Department Head RYAN ROSE DH Approved Date 01/19/2023 Final Arptrc va BOl , CC Approved MCC Signed Date BOCC Agenda Date 01/23/2023 Originator MTRUSLOW Committed Delivery Date Finance Approver CONSENT Expiration Date* 01/23/202.5 Contact Phone I Purchasing Approved Date 01/19/2023 Finance Approved Date 01/19/2023 Tyler Ref AG 012323 Legal Counsel CONSENT Contact Phone 2 Legal Counsel Approved Date 01/19?2023 Cheryl Hoffman From: Sent: To: Cc: Subject: Attachments: Follow Up Flag: Flag Status: Hello Esther, Matthew Conroy Monday, May 22, 2023 10:38 AM Esther Gesick CTB; Mary Truslow; Ryan Rose; Karin McDougal Collaborative Solutions Redacted MSA and SOW (Contract ID 2022-3208) Contract ID 6625 -Collaborative Solutions LLC ERP Contracts - 2022-3208_Redacted - CS 051623.pdf; Objections to Disclosure - CORA - Collaborative Solutions MSA and SOW 16 May 2023.pdf Follow up Flagged Collaborative got back to me with their proposed redacted MSA and SOW along with a letter detailing their objections to disclosure. They are attached. I believe we can add the redacted version along with the letter in Tyler and then keep the unredacted copies for internal reference. Let me know if you have any questions. Thanks, Matt Matt Conroy Assistant Weld County Attorney 1150 O Street P.O. Box 758 Greeley, CO 80632 (970) 400-4393 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is attorney privileged and confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Okakv0,614D4 (ow C rlvac+ It(o(o[Z MEMORANDUM TO: Esther Gesick, Clerk to the Board Jan 10, 2023 FROM: Ryan Rose, Chief Information Officer SUBJECT: Workday, Inc. ERP Contracts The Board approved the award of bid B2200041 to Workday, Inc. on November 30, 2022 for the Enterprise Resource Planning Software and implementation/Integration Services. The attached agreements are for the purchase, training, and support of this software. The Subscription Agreement is for a ten-year term. The requested first year cost for this service is $722,077. This contract has been reviewed by Legal. We ask that the BOCC approve the contract agreement as submitted. coALP Conaentap-ndlo- �C N/t to/ 7,3 2027 3Z IT0OII workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential Documents Agreement Number Master Subscription Agreement (v21.01) Agreement #: 00359529.0 Subscription Order Form Order Form #: 00381459.0 Training Order Form Order Form #: 00381489.0 *Delivery Assurance Order Form #: 00381494.0 aa re! r,! r3 Jreemeut nun of r ;f app,able By executing this document ("Signature Document"), the undersigned agree they are duly authorized signatories and all documents listed in the above table are entered into between the parties, effective as of the later of the dates beneath the parties' signatures below ("Effective Date"). References to Signature Document and Effective Date in the Master Subscription Agreement shall mean those terms as defined in the preceding sentence. County of Weld 1150 O St Greeley, Colorado 80631 United States Workday, Inc. 6110 Stoneridge Mall Road Pleasanton, California 94588 United States Signature ,, Signature Name Mike Freeman Name Kinnari Desai Title Chair, Board of Weld County Commissioners Title VP, Finance Date Signed JAN 16 2023 Date Signed Jan 10, 2023 Approved as to Legal Form by: Master Subscription Agreement - County of Weld O2021 Workday v21.01 Page 1 o1 13 %Ze2 -&02.02 r` workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential This Master 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 County of Weld ("Customer"), with offices at 1150 O St, Greeley, Colorado 80631, United States. Whereas Workday provides a subscription Service to which Customer intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows: 1. Provision of Service. 1.1 Workday Obligations. During the Term, Workday shall: (i) make the Service and Improvements available to Customer in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement; and (ii) not use Customer Data except to provide the Service, prevent or address service or technical problems, or verify Improvements, in accordance with this Agreement and the Documentation, or in accordance with Customer's instructions. 1.2 Customer Obligations. Customer may enable access to the Service for use only by Authorized Parties solely for the Internal Business Purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties for a level of use not exceeding the Pricing Metrics on the applicable Order Form. Customer is responsible for all Customer Affiliate and Authorized Party use of the Service and compliance with this Agreement. Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all information submitted to Workday, including, but not limited to, Customer Data; and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify Workday promptly of any such unauthorized access or use. Customer shall not (i) use the Service in violation of Laws; (ii) in connection with use of the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortuous material, including material that violates privacy rights; (iii) to the best of Customer's knowledge send or store Malicious Code in connection with use of the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. 2. Fees. 2.1 Invoices and Payment. Subscription Fees and all other fees due hereunder will be invoiced to Customer in the United States and payment will be remitted by Customer from the United States. Except where indicated otherwise on an applicable Order Form, all fees due hereunder (except fees subject to good faith dispute) shall be due and payable within forty-five (45) days of invoice date. Workday will send all Customer invoices electronically (by email or otherwise). All fees are quoted and payable in United States Dollars and are based on access rights acquired and not actual usage. Customer shall provide Workday with complete and accurate billing and contact information including a valid email address. Upon Workday's request, Customer will make payments via electronic bank transfer or check. All remittance advice and invoice inquiries can be directed to Accounts.Receivabletdmorkday.com. 2.2 Non -cancelable and non-refundable. Except as specifically set forth to the contrary under Section 6.2 "Warranty Remedies", Section 7 "Indemnification", Section 9.3 "Termination for Non Appropriations", Section 9.4 "Effect of Termination", and for credits due pursuant to Section 10.11 "Workday SLA Service Credits", all payment obligations under any and all Order Forms are non -cancelable and all payments made are non-refundable. 2.3 Overdue Payments. Intentionally Deleted. 2.4 Non -Payment and Suspension of Service. Except with respect to charges subject to a reasonable and good faith dispute, if Customer's account is more than thirty (30) days past due, in addition to any other rights or remedies it may have under this Agreement or by law, Workday reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in full. Such notice shall clearly and prominently state that the Service is at risk of suspension and shall not solely take the form of an invoice with an overdue notice. 2.5 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 Taxes. Subscription Fees and all other fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes , excise, use, goods and services taxes, consumption taxes or similar taxes and foreign withholding taxes (collectively defined as "Taxes"). Customer is responsible for paying all Taxes imposed on the Service Master Subscription Agreement - County of Weld ®2021 Workday v21.01 Page 2 of 13 workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential or any other services provided under this Agreement. If Workday has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer's address listed in the Signature Document which will be used as the ship -to address on the Order Form, and invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority. 3. Proprietary Rights. 3.1 Ownership and Reservation of Rights to Workday Intellectual Property. Workday and its licensors own all right, title and interest in and to the Service, Documentation, and other Workday Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Workday reserves all rights, title and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 3.2 Grant of Rights. Workday hereby grants Customer (for itself and those of Customer's Affiliates and Authorized Parties for whom Customer enables access to the Service) a non-exclusive, non -transferable, right to use the Service and Documentation, solely for the Internal Business Purposes of Customer and its Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within the scope of use defined in the relevant Order Form. The Service is • provided in U.S. English. Workday has translated portions of the Service into other languages and unless otherwise indicated in the applicable Order Form, Customer may use any available translated portions of the applicable Service. 3.3 Restrictions. Customer shall not (i) modify or copy the Service or Documentation or create any derivative works based on the Service or Documentation; (except for archival copies of the Documentation for use consistent with this Agreement) 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 except as otherwise provided in an applicable Order Form; or (v) modify, copy or create derivative works of any features, functions, integrations, interfaces or graphics of the Service or Documentation. Notwithstanding the above, Customer may make a reasonable number of copies of the Documentation for internal business purposes only. 3.4 Ownership of Customer Data. As between Workday and Customer, Customer owns its Customer Data. 3.5 Customer Input. Workday shall have a royalty -free, transferable, sub -licensable, irrevocable, perpetual license to use, and incorporate into its services, any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input. 4. Confidentiality. 4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the other party's prior written permission. 4.2 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care. 4.3 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted), follows the process set forth in the applicable pubic records law(s), discloses no more than that portion of the Confidential Information which the party is legally required to disclose, takes reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment, and provides reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. Subject to the foregoing, in the event of any request by a government agency or law enforcement authority for access to Customer Data, Workday will seek to redirect the inquiry to Customer. In all such cases, Workday will take all reasonable measures to protect the Customer Data and to inform Customer of such demand. Master Subscription Agreement - County of Weld ©2021 Workday v21.01 Page 3 of 13 workday, MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential 4.4 Business Associate Exhibit. If Customer concludes that the Service will include access to Customer Data that is protected by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and Customer is a Covered Entity as defined under HIPAA, the parties agree to attach Workday's Business Associate Exhibit to this Agreement, which shall apply to Workday's receipt, maintenance or transmission of Protected Health Information from, or on behalf of Customer, as described in such Exhibit. 4.5 Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate. 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 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. 5. Customer Data. 5.1 Protection and Security. Workday maintains a security program that conforms to the Workday Universal Security Exhibit attached hereto ("Security Exhibit") and 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 decrease the protections provided by the controls set forth in the Security Exhibit and the Current Audit Reports. Upon Customer's request, Workday will provide Customer with a copy of Workday's then current SOC1 and SOC2 audit reports or comparable industry -standard successor reports prepared by Workday's independent third -party auditor. The Universal Data Processing Exhibit attached hereto (the "Data Processing Exhibit" or "DPE" will apply to the processing of Personal Data. Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent duty to comply with any and all Laws applicable to it. 5.2 Unauthorized Disclosure. If either party believes that there has been a Security Breach, such party must promptly notify the other party in writing, 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. The party notifying the other party of a Security Breach shall provide, to the extent known at the time (i) the date of the Security Breach and (ii) a summary description of the disclosures involved in the Security Breach. Additionally, each party will reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any such Security Breach that is not clearly attributable to Customer or its Authorized Parties, Workday shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with Customer. Unless prohibited by Law, each party shall provide the other party with reasonable notice of, and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication. The named party may raise any issues with the content of such notices and the other party, to the extent legally permitted, shall work in good faith to address any such concerns in a manner acceptable to the named party. 5.3 Designated Tenant Location. Customer's Tenant will be housed in data centers located in the United States. 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 including, without limitation, the applicable portions of the Colorado Privacy Act. Workday warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation; (ii) the functionality of the Service will not be materially decreased during the Term; (iii) to the best of Workday's knowledge, the Service does not contain any Malicious Code, and (iv) any professional services provided by Workday pursuant to an Order Form subject to this Agreement and related to the Service ("Related Services") will be performed in a professional and workmanlike manner. 6.2 Warranty Remedies. In the event of a breach of the warranty set forth in Section 6.1 (i), (ii) and (iii), (a) Workday shall correct the non -conforming Service at no additional charge to Customer, or (b) in the event Workday is unable to Master Subscription Agreement - County of Weld O2021 Workday v21.01 Page 4 of 13 workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential correct such deficiencies after good -faith efforts, Workday shall refund Customer amounts paid that are attributable to the defective Service from the date Workday received such notice (as set forth in Section 6.3 below) through the -date of remedy, if any. In the event of a breach of the warranty set forth in Section 6.1 (iv), Workday shall either (a) correct the non- conforming Related Service at no additional charge to the Customer or (b) in the event Workday is unable to correct such deficiencies after good -faith efforts, refund Customer amounts paid attributable to the defective portion of the Related Service. The remedies set forth in this subsection shall be Customer's sole remedy and Workday's sole liability for breach of these warranties unless the breach of warranty constitutes a material breach of this Agreement and Customer elects to terminate this Agreement in accordance with the Section entitled "Termination." 6.3 Notice Obligations. To receive the warranty remedies set forth above, Customer must promptly report deficiencies in writing to Workday, but no later than thirty (30) days of the first date the deficiency is identified by Customer, or, in the case of a Related Service, no later than thirty (30) days after delivery of such Related Service. Customer's failure to notify Workday within such thirty (30) day period shall not affect Customer's right to receive the remedy in Section 6.2(a) unless Workday is somehow unable, or impaired in its ability to, correct the deficiency due to Customer's failure to notify Workday within the thirty (30) day period. Notice of breaches of the warranty in Section 6.1(i), (ii), or (iii) shall be made through Workday's then -current error reporting system; notices of breaches of any other warranty shall be made in writing to Workday in accordance with the Notice provisions of this Agreement. 6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND RELATED SERVICES AND THE DOCUMENTATION. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Indemnification 7.1 Workday Indemnity. Workday shall defend indemnify, and hold harmless Customer, at Workday's expense, from any third party Claim against Customer alleging that the use of the Service as contemplated under this Agreement infringes or misappropriates such third party's Intellectual Property Rights and Workday shall indemnify and hold Customer harmless against any Losses relating to such third party Claim. 7.2 Conditions. Workday's obligations in Section 7.1 are conditioned on Customer (a) promptly giving written notice of the third -party Claim to Workday (although a delay of notice will not relieve Workday of its obligations under this Section except to the extent that Workday is prejudiced by such delay), (b) giving Workday sole control of the defense and settlement of the third -party Claim (although Workday may not settle any third -party Claim unless it unconditionally releases Customer of all liability); and (c) providing to Workday, at Workday's cost, all reasonable assistance. 7.3 Exceptions. Workday shall have no liability for Claims or Losses to the extent arising from (a) modification of the Service by anyone other than Workday, Workday's personnel, Workday's subcontractors, while acting on Workday's behalf, or other person or entities acting on behalf of Workday; (b) use of the Service in a manner inconsistent with this Agreement or Documentation (c) use of the Service in combination with any other product or service not provided by Workday, Workday's personnel, Workday's subcontractors, while acting on Workday's behalf, or other person or entities acting on behalf of Workday. 7.4 Continued Use of the Service. If Customer is enjoined from using the Service or Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Workday, then the applicable Service may be terminated at either party's option and Workday's sole obligation and liability related to the subject matter of this Section 7, in addition to the indemnification obligations herein, shall be to refund any prepaid fees for the applicable Service that was to be provided after the effective date of termination. 7.5 Exclusive Remedy. This Section 7 states Customer's exclusive remedies and Workday's sole obligations related to the subject matter of this Section. Master Subscription Agreement - County of Weld O2021 Workday v21.01 Page 5 of 13 workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential 8. Limitation of Liability. 8.1 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (i) INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS IN SECTION 7, (ii) EITHER PARTY'S RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, (iii) WORKDAY'S REMEDIATION OBLIGATIONS IN SECTION 8.4; OR (iv) CUSTOMER'S PAYMENT OBLIGATIONS, THE MAXIMUM LIABILITY OF EITHER PARTY WHICH INCLUDES ITS RESPECTIVE AFFILIATES, AND IN THE CASE OF WORKDAY, ALSO INCLUDES WORKDAY'S THIRD PARTY LICENSORS FOR ANY AND ALL CLAIMS (INDIVIDUALLY AND IN THE AGGREGATE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (24) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM(S) AROSE (OR, FOR A CLAIM(S) ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWELVE (24) MONTH PERIOD) ("GENERAL CAP", EXCEPT THAT FOR BREACHES OF EITHER PARTY'S CONFIDENTIALITY, SECURITY OR PRIVACY OBLIGATIONS THE BREACHING PARTY'S MAXIMUM TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE INCREASED TO TWENTY-FOUR (24) MONTHS FEES ("ENHANCED CAP"). 8.2 EXCLUSION OF DAMAGES. EXCEPT FOR WORKDAY'S IP INDEMNIFICATION OBLIGATIONS IN SECTION 7, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CUSTOMER'S PAYMENT OBLIGATIONS SHALL NOT BE CONSIDERED WORKDAY'S LOST PROFITS. 8.3 CLASSIFICATION OF CERTAIN DAMAGES. SUBJECT TO SECTION 8.1, AND NOTWITHSTANDING SECTION 8.2, IF EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS ARISING FROM THE BREACH; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH, AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD -PARTY CLAIMS ARISING FROM THE BREACH. 8.4 Workday Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by Workday's breach of its security and/or privacy obligations under this Agreement, Workday shall pay the reasonably necessary, documented costs incurred by Customer in connection with the following items: (a) costs of any reasonably required forensic investigation to determine the cause of the breach, (b) providing notification of the security breach to applicable government and relevant industry self -regulatory agencies, to the media (if required by Law) and to individuals whose Personal Data may have been accessed or acquired, (c) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of one year (or to the extent required by Law) after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service, and (d) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one year (or to the extent required 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 fora period, as set forth in the applicable Order Form. 9.2 Termination. Either party may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event this Agreement is terminated, all Order Forms are simultaneously terminated. Upon any termination by Customer pursuant to this section, Workday shall Master Subscription Agreement - County of Weld ©2021 Workday v21.01 Page 6 of 13 workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential refund Customer any prepaid fees for the affected Service that were to be provided after the effective date of termination. For clarity, a breach or termination of any Professional Services Agreement, as defined in the DPE, or of any applicable statement of work and/or work order thereunder, shall not be considered a material breach or termination of this Agreement. 9.3 Termination for Non -Appropriation. Customer is a local governmental entity that relies on funding allocated at the local level to fund the Service in the Agreement. Customer's payment obligations pursuant to this Agreement are subject to annual appropriation by the governing body of the County of funds encumbered for the purpose of this Agreement. Customer intends to continue the Agreement for its entire term and to satisfy its obligations thereunder. For each succeeding fiscal period: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under the Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations; and (c) Customer will seek such appropriations in good faith. Customer reasonably believes that sufficient funds will lawfully be appropriated to satisfy its obligations. If Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under the Agreement and has no other funding source lawfully available to it for such purpose Customer may terminate the Agreement by giving Workday not less than 30 days prior written notice. 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. Upon request by Workday, Customer shall identify to Workday the extent to which funds have been allocated for individual Order Forms. 9.4 Effect of Termination. Upon any expiration or termination of this Agreement, all Order Forms shall immediately terminate and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled "Retrieval of Customer Data" and "Transition Period before Final Termination") and 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 or the reasons set forth in Section 2.2. shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms. 9.5 Transition Period before Final Termination. If this Agreement is terminated and Customer submits a written request to Workday for a one-time transition period within thirty (30) days of such termination, Workday will continue to provide the Service for up to three (3) months (the "Transition Period"), subject to the terms and conditions of this Agreement. Monthly fees for the Transition Period will be 1/12 of the immediately preceding twelve-month period plus, only if this Agreement was not terminated by Customer for cause, an additional five percent (5%). If Customer requests transition assistance during the Transition Period, Workday will provide consulting cooperation and assistance regarding the Service as set forth in a statement of work, governed by a professional services agreement, at Workday's then -current rates for professional services unless a different rate is mutually agreed upon by the parties. Notwithstanding the foregoing, if Workday is enjoined from performing, or termination of this Agreement was due to Customer's breach, Workday has no obligation to perform under this section unless it receives (i) payment of all fees not subject to reasonable and good faith dispute, (ii) prepayment of fees for further services, and (iii) certification of ongoing compliance with the terms of this Agreement during the Transition Period. 9.6 Transition Consulting Services. During a Retrieval Period or Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer's internal operations. Such cooperation and assistance will be limited to consulting regarding the Workday Service and will be subject to a fee based on Workday's then -current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this Agreement by Workday for Customer's breach, Workday may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed and (ii) prepayment of fees for further services. 9.7 Retrieval of Customer Data. Upon written request by Customer made prior to or upon any expiration or termination of this Agreement, Workday will make Customer Data available to Customer through the Service solely to allow Customer to retrieve Customer Data for a period of up to a total of sixty (60) days after such expiration or termination (the "Retrieval Period"). If Customer utilizes the Transition Period described in Section 9.4 above, it will still receive a total of no more than sixty (60) days of non -cost Retrieval Period. After such Retrieval Period, Workday will have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data by deleting Customer's Tenant; provided, however, that Workday will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Workday will continue to protect the Customer Data in accordance with this Agreement. Customer Data will be made available in a Master Subscription Agreement - County of Weld ©2021 Workday v21.01 Page 7 of 13 .may£ warkdoy. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential Workday -supported format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on Workday by Law. Additionally, during the Term of the Agreement, Customers may extract Customer Data using Workday's standard web services. 9.8 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) Section 1.1(i) "Workday Obligations"; (ii) Section 3.2 "Grant of Rights"; and (iii) those provisions granting Customer access to any SKU(s) and services referenced in any applicable Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement. 10. General Provisions. 10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third -party beneficiaries to this Agreement. 10.2 Insurance. Workday will maintain during the entire Term, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A- VII authorized to do business in the jurisdictions where the Workday services are to be performed including New York State. (a) Workers' Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Customer (b) Business Automobile Liability covering all vehicles that Workday owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer. (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage, internet liability, and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate. (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate and naming Customer (as its interests may appear) as a loss payee. (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer. Upon Customer's request, Workday agrees to deliver to Customer a certificate(s) of insurance evidencing the coverage specified in this section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Workday will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Workday. 10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; or (ii) the third business day after first class mailing. Notices to Workday shall be sent to the address shown in the Signature Document addressed to the attention of its General Counsel with a copy sent to Ieoa)QWorkday.com. Notices to Customer shall be sent to the address shown in the Signature Document addressed to Customer's General Counsel. Each party may modify its recipient of notices by providing notice pursuant to this Agreement. Master Subscription Agreement - County of Weld O2021 Workday v21.01 Page 8 of 13 workday_ MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential 10.4 Background Check. Unless prohibited by law, Workday agrees to conduct (or have previously conducted) a criminal background check on personnel employed by Workday (or will require its subcontractors to conduct a background check on their own personnel) who will have access to Customer Data. Such background check shall be in the form generally used by Workday in its initial hiring of employees or contracting for contractors or, as applicable, during the employment -screening process. Workday will not allow any person performing under this Agreement on behalf of Workday to be assigned to have access to Customer Data whose background check revealed a conviction of any violent crime or crime involving theft, dishonesty, moral turpitude, breach of trust, or money laundering. 10.5 Code of Conduct. Workday has a published code of conduct available on its public web site with rules for ethical business conduct which complies with applicable law. Workday uses commercially reasonable efforts to ensure that Workday complies with its code of conduct, including but not limited to periodic training of employees about the code. 10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 10.7 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Workday or Customer employees, respectively),. 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. The parties agree that in the event a force majeure event affecting Workday continues for at least thirty (30) days ("Force Majeure Period"), Customer shall have the right to terminate this Agreement by providing written notice to Workday within thirty (30) days after completion of such thirty (30) day Force Majeure Period and Workday's sole liability shall be to refund to Customer all prepaid, unearned amounts for the Service for the period beginning upon receipt of such written notice to the end of the Term as defined in the Order Form. For the avoidance of doubt, the parties understand and agree that the sole obligation specified in the preceding sentence relates solely to termination under this Section based on a Force Majeure Event and no other breaches of the Agreement. 10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an "M&A assignment") so long as the assignee agrees to be bound by ail of the terms of this Agreement in an amendment to this Agreement and all past due fees are paid in full or otherwise accounted for in the amendment. In no event shall Customer have the right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non -assigning party shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 10.9 Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the State of Colorado, without regard to its conflicts of laws rules. Any legal suit, action, or proceeding arising out of, related to, or resulting from this Agreement will be instituted exclusively in the federal courts of the United States located in the City of Denver or the courts of the State of Colorado located in the County of Weld, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 10.10 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction, unless authorized by the United States government. 10.11 Workday SLA Service Credits. Master Subscription Agreement - County of Weld ©2021 Workday v21.01 Page 9 of 13 workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential (a) If, in any rolling six-month period, Workday fails to meet the monthly Service Availability or Service Response commitments described in the SLA (a "Failure"), Customer may request the following remedies no later than six months after the applicable Failure occurs: (1) a meeting to discuss possible corrective actions for the first Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service Credit for a third Failure; and (4) a 30% Service Credit for a fourth Failure. In this Agreement, "Service Credit" means a credit equal to the stated percentage of the applicable monthly Subscription Fee for the affected Service. Workday shall deduct the highest applicable Service Credit from the next invoice for Subscription Fees or, if there is no subsequent invoice, shall refund the Service Credit to the Customer. The remedies in this section are the Customer's exclusive remedies for any Failure. (b) Extended Outage SLA Credit. Any month where the Service Availability commitment falls below 75% but above 50%: 50% of the Subscription Service Fee paid to Workday for the applicable month. Any month where the Service Availability commitment falls below 50%: 100% of the Subscription Service Fee paid to Workday for the applicable month. 10.12 Federal Government End Use Provisions (if applicable). Workday provides pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the technical data and rights as provided herein. If a government agency has a "need for" rights not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a federal prime or subcontract. 10.13 Use by other Entities. The parties agree that other public entities, including state agencies, local governments, courts, and public institutions of higher education may utilize the terms of this Agreement to purchase the Service from Workday for agreements commencing no later than five (5) years after the Effective Date of this Agreement. Workday may extend the availability of this Agreement for such use in its sole and reasonable discretion. The parties understand that pricing is specific to Pricing Metrics and the choice of Workday Service components and other entities will not necessarily pay the same price as Customer. Any such other entity shall be responsible for complying with its relevant procurement rules and regulations. Customer will in no way whatsoever incur any liability to Workday, such entities, or others in relation to specifications, delivery, payment, or any other aspect of actions or omissions by such entities. An entity wishing to utilize this Agreement will have a copy of this Agreement executed in its own name and that any Order Forms will be in such entity's name. The parties agree that Workday can disclose this Agreement, all exhibits, and any applicable Order Forms to an entity which is seeking to make use of this Section. 10.14 Publicity. Except as set forth herein, Workday shall not use Customer's name, logos or trademarks, without the prior written consent of Customer, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, Workday may use Customer's name and logo in lists of customers and on its website, including, but not limited to, Workday's community portal; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from Workday. For the avoidance of doubt, this section does not prohibit Workday from referencing Customer's name in a verbal format. 10.15 Miscellaneous. This Agreement, including all exhibits and attachments hereto and all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form shall take precedence over provisions of the body of this Master Subscription Agreement and over any other exhibit or attachment to this Master Subscription Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by 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 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. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this agreement, and further agree that electronic signatures to this Agreement shall be Master Subscription Agreement - County of Weld O2021 Workday v21.01 Page 10 of 13 workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential legally binding with the same force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic signatures and a mere email which appears to state consent to an Agreement or action shall not be considered an electronic signature. 10.16 No Third -Party Beneficiary. It is expressly understood and agreed that enforcement of the terms and conditions of this agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the parties hereto, and nothing contained in this agreement shall give or allow any such claim or right of action by any other or third person on this agreement. It is the express intention of the parties hereto that any person other than such parties who may be receiving services or benefits under this agreement shall be deemed to be an incidental beneficiary, only. 10.17 Governmental Immunity. Customer does not waive its governmental immunity by entering into this agreement and retains all immunities and defenses provided by law with respect to any action based on or occurring as a result of this agreement. 11. Definitions. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Included within this definition shall be the Greeley -Weld Airport Authority. "Agreement" means this Master Subscription Agreement, including the Signature Document, any exhibits, addenda or attachments hereto, and any fully executed Order Form. "Authorized Parties" means Customer's or its authorized Affiliate's employees, third party providers authorized by Customer, and as appropriate for the applicable Service, students and their parents or guardians, prospective employees, prospective students and their parents or guardians, former students, and/or retirees authorized to access Customer's Tenants and/or to receive Customer Data (i) in writing, (ii) through the Service's security designation, or (iii) by system integration or other data exchange process. "Claim" means any claim, demand, suit, or other legal proceeding made or brought against a party to this Agreement "Confidential Information" means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Data; (c) each party's business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties). "Customer Data" means the electronic data or information submitted by Customer or Authorized Parties to the Service. "Customer Input" means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its Employees or Authorized Parties relating to the operation or functionality of the Service. "Documentation" means Workday's electronic Administrator Guide for the Service, which may be updated by Workday from time to time. "Employee" or "Worker" means employees, consultants, contingent workers, independent contractors, and retirees of Customer and its Affiliates whose business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased pursuant to an Order Form. "Improvements" means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers. "Intellectual Property Rights" means any and all common law, statutory and other 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. Master Subscription Agreement - County of Weld O2021 Workday v21.01 Page 11 of 13 workday. MASTER SUBSCRIPTION AGREEMENT 00359529.0 - Confidential "Internal Business Purposes" means use for Customer's internal operations associated with the functionality of the Service, while used to help deliver the products or services that Customer provides to its customers, clients, or prospective customers or clients unless such use is inherent in the Service's design and stated intentions. As illustrative examples: (1) use of recruiting functionality to assist with the recruitment of Customer's employees is Internal Business Purpose but a placement firm's use of recruiting functionality to find employees for its third party clients is not Internal Business Purpose; (2) Workday's Student Service is clearly designed to assist educational institutions manage the records of students; even though students are technically the "clients" or "customers" of the institution, use to manage their records is still Internal Business Purpose; (3) Internal Business Purpose use of Learning is limited to providing learning content to Customer's employees while providing learning content to customers, clients, students or prospective customers, whether on a paid or free basis, is not Internal Business Purpose. "Law" means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party. "Losses" means any damages or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees). "Malicious Code" means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs. "Order Form" means the separate ordering documents under which Customer subscribes to the Service or other services pursuant to this Agreement which are fully executed by the parties. "Personal Data" has the definition set forth in the Data Processing Exhibit. "Pricing Metrics" means the specific measure identified on the applicable Order Form used for determining the Subscription Service Fee on that Order Form, such as FSE Worker or FTE Student. "Production" means the Customer's or an Employee's use of or Workday's written verification of the availability of the Service (i) to administer Employees; (ii) to generate data for Customer's books/records; or (iii) in any decision support capacity. "Security Breach" means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Data; provided that an incidental disclosure of Customer Data to an Authorized Party or Workday, or incidental access to Customer Data by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a "Security Breach" for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law, (ii) any Personal Data Breach as defined in the DPE; and (iii) any security breach (or substantially similar term) as defined by Law affecting Customer Data. "Service" means Workday's software -as -a -service applications and Improvements as described in the Documentation and subscribed to under an Order Form. "SLA" means the Workday Production Support and Service Level Availability Policy, located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html, which may be updated by Workday from time to time. No update shall materially decrease Workday's responsibilities under the Workday SLA. "Subscription Fee" means all amounts invoiced and payable by Customer for the Service. "Tenant" means a unique instance of the Service, with a separate set of Customer Data held by Workday in a logically separated database (Le., a database segregated through password -controlled access). "Tenant Base Name" is a naming convention that will be used in all of the Tenant URLs provided by Workday, as specified in Customer's initial Order Form subscribing to the Service, and which shall remain constant throughout the Term. "Term" has the meaning set forth in Section 9.1. Master Subscription Agreement - County of Weld O2021 Workday v21.01 Page 12 of 13 workday. 00359529.0 - Confidential 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 lnteeritr. 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 of 2 workday. 00359529.0 - Confidential UNIVERSAL SECURITY EXHIBIT 9. Secure Disposal. Policies and procedures regarding the secure disposal of tangible property containing Covered Data, taking into account available technology so that such data cannot be practicably read or reconstructed. 10. Assigned Security Responsibility. Assigning responsibility for the development, implementation, and maintenance of its information security program, including: a) Designating a security official with overall responsibility; and b) Defining security roles and responsibilities for individuals with security responsibilities. 11. Testing. Regularly testing the key controls, systems and procedures of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified. 12. Monitoring. Network and systems monitoring, including error logs on servers, disks and security events for any potential problems. Such monitoring includes: a) Reviewing changes affecting systems handling authentication, authorization, and auditing; b) Reviewing privileged access to Workday production systems processing Covered Data; and c) Engaging third parties to perform network vulnerability assessments and penetration testing on a regular basis. 13. Change and Configuration Management. Maintaining policies and procedures for managing changes Workday makes to production systems, applications, and databases processing Covered Data. Such policies and procedures include: a) A process for documenting, testing and approving the patching and maintenance of the Covered Service; b) A security patching process that requires patching systems in a timely manner based on a risk analysis; and c) A process for Workday to utilize a third party to conduct web application level security assessments. These assessments generally include testing, where applicable, for: i) Cross -site request forgery ii) Services scanning iii) Improper input handling (e.g. cross -site scripting, SQL injection, XML injection, cross -site flashing) iv) XML and SOAP attacks v) Weak session management vi) Data validation flaws and data model constraint inconsistencies vii) Insufficient authentication viii) Insufficient authorization 14. Program Adiustmeuts. 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. O2019 Workday 19.5 Page 2 of 2 workday. 00359529.0 — Confidential UNIVERSAL DATA PROCESSING EXHIBIT 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 Agreement, the Delivery Assurance terms, the Professional Services Addendum, and/or the Consulting and Training Addendum and Amendment. Workday Universal Data Processing Exhibit — County of Weld ©2022 Workday (UDPE Global v22.5) Page 1 of 11 workday:. 00359529.0 - Confidential UNIVERSAL DATA PROCESSING EXHIBIT "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.cornien- us/legal/subprocessars.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.wvrkday.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. 3. Subprocessors 3.1 Use of Subprocessors. Customer hereby agrees and provides a general authorization that Workday and Workday Affiliates may engage Subprocessors. Workday or the relevant Workday Affiliate engaging a Subprocessor shall ensure Workday Universal Data Processing Exhibit — County of Weld ©2022 Workday (UDPE Global v22.5) Page 2 0111 workday.. 00359529.0 — Confidential UNIVERSAL DATA PROCESSING EXHIBIT 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. Workday Universal Data Processing Exhibit — County of Weld ©2022 Workday (UDPE Global v22.5) Page 3 of VI workdoy. UNIVERSAL DATA PROCESSING EXHIBIT 8. Audit 00359529.0 — Confidential 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 DPE, 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 SCRs as if they were set forth in this DPE in their entirety. If any conflict or inconsistency arises between this DPE and the Workday BCRs, the Workday BCRs shall prevail. 10.3 Processor -to -Processor SCCs. Where Workday is located within Europe, Workday has implemented and complies with the SCCs for any Restricted Transfers of Personal Data from Workday (as "data exporter") to Subprocessors (as "data importers"). 10.4 Controller -to -Processor SCCs. Where Workday is located in a Restricted Country, the SCCs 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 EAA Member State, otherwise those courts shall be the courts of Ireland; (vii) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex Ito this DPE; and (viii) Annex II of the EU SCCs 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 — County of Weld O2022 Workday (UDPE Global v22.5) Page 4 of 11 workday. 00359529.0 — Confidential UNIVERSAL DATA PROCESSING EXHIBIT (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 DPE 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 SCCs shall also include the reference to the equivalent provisions of the Swiss FADP. 10.4.4 Clarifications. The SCCs will be subject to the following clarifications: (i) Workday will allow Customer to conduct audits as described in the SCCs in accordance with Section 8 of this DPE. (ii) Customer consents to Workday appointing Subprocessors in accordance with Section 3 of this DPE, and Customer may exercise its right to object to Subprocessors under the SCCs in the manner set out in Section 3. (iii) Workday shall return and delete Customer's data in accordance with Section 9 of this DPE. (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 DPE varies or modifies the SCCs nor affects any supervisory authority's or Data Subject's rights under the SCCs. If any provision of this DPE contradicts, directly or indirectly, the SCCs, the SCCs shall prevail. 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 DPE. 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 DPE. Customer represents that it is authorized to enter into this DPE and any SCCs entered into under this DPE, issue instructions, and make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates. Workday Universal Data Processing Exhibit — County of Weld ©2022 Workday (UDPE Global v22.5) Page 5 of 11 workday. 00359529.0 - Confidential UNIVERSAL DATA PROCESSING EXHIBIT 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. Workday Universal Data Processing Exhibit — County of Weld O2022 Workday (UDPE Global v22.5) Page 6 of 11 workday_ UNIVERSAL DATA PROCESSING EXHIBIT ADDENDUM A Description of Processing ANNEX I 00359529.0 - Confidential A. LIST OF PARTIES Data exporter Data exporter: Customer Contact details: The individuals designated as named contacts by Customer in Customer's account Relevant activities: Use of Workday's enterprise cloud applications. Signature and Date: By entering into the Agreement, data exporter is deemed to have signed these SCCs incorporated herein as of the effective date of the Agreement. Data exporter role: The data exporter's role is set forth in the DPE. Data importer Data importer: Workday Contact details: Workday Privacy Team, IegalCr!workday.com 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 Workday Universal Data Processing Exhibit — County of Weld O2022 Workday (UDPE Global v22.5) Page 7 of 11 workday. UNIVERSAL DATA PROCESSING EXHIBIT B. DESCRIPTION OF TRANSFER 00359529.0 — Confidential 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 II, 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. Workday Universal Data Processing Exhibit— County of Weld ©2022 Workday (UDPE Global v22.5) Page 8 of 11 workday. UNIVERSAL DATA PROCESSING EXHIBIT 00359529.0 — Confidential 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 12.21. 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 httos://www.workday.com/en-ustlegal/subprocessors.html). C. COMPETENT SUPERVISORY AUTHORITY Identify the competent supervisory authorityes in accordance with Clause 13 The competent supervisory authority determined in accordance with Clause 13 of the EU SCCs unless required otherwise by DPE Sections 10.4.2 (UK Personal Data) and 10.4.3 (Swiss Personal Data). Workday Universal Data Processing Exhibit — County of Weld O2022 Workday (UDPE Global v22.5) Page 9 of 11 workday. UNIVERSAL DATA PROCESSING EXHIBIT ANNEX II Technical and Organizational Measures 00359529.0 — Confidential 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. Workday Universal Data Processing Exhibit — County of Weld O2022 Workday (UDPE Global v22.5) Page 10 0111 workday. UNIVERSAL DATA PROCESSING EXHIBIT ADDENDUM B BCR Covered Services 00359529.0 - Confidential Covered Service Applicable SKU Names HCM/FIN/ANALYTICS Human Capital Management, Cloud Connect for Benefits, Workday Payroll, Cloud Connect for Third Party Payroll, Time Tracking, Recruiting, Learning (excluding Media Cloud), Learning for Extended Enterprise, Core Financials, Expenses, Procurement, Inventory, Grants Management, Projects, Projects Billing, Workday Prism Analytics and Student Workday Adaptive Planning Workday Adaptive Planning SKUs, such as Planning & Analytics, Workforce Planning, Financial Planning, Sales Planning, Operational Planning, however defined in the applicable order form. Workday Extend Workday Cloud Platform Workday Universal Data Processing Exhibit — County of Weld D2022 Workday (UDPE Global v22.5) Page 11 of it workday. Confidential Workday Production Support and Service Level Availability Policy (SLA) Workday's Service is based on a multi -tenanted operating model that applies common, consistent management practices for all customers using the service. This common operating model allows Workday to provide the high level of service reflected in our business agreements. This document (the "SLA") communicates Workday's Production Support and Service Level Availability Policy for its customers. Capitalized terms, unless otherwise defined herein, shall have the same meaning as in the primary Service subscription agreement between Workday and Customer ("MSA"). 1. Support Terms: Workday will provide Customer with support 24x7x365 (24 hours a day, 7 days a week, 365 days a year) in accordance with this SLA. 2. Service Availability: Workday's Service Availability commitment for a given calendar month is 99.7%. Service Availability is calculated per month as follows: Total — tintlarmed Outage— Ptannad Maintenance ) X 100%≥ 99.7% Total — Planned Maintenance Definitions: • Total is the total minutes in the month • Unplanned Outage is total minutes that the Service is not available in the month outside of the Planned Maintenance window • Planned Maintenance is total minutes of planned maintenance in the month Currently, Planned Maintenance is four (4) hours for weekly maintenance, plus four (4) hours for monthly maintenance, plus four (4) hours for quarterly maintenance. The Planned Maintenance windows can be found at Workday Scheduled Maintenance (https://community.workday.com/articles/521701). All times are subject to change upon 30 days' notice provided at https://community.workday.com ("Workday Community") and any such change shall not lengthen the duration of the associated maintenance window. If actual maintenance exceeds the time allotted for Planned Maintenance, it is considered an Unplanned Outage. If actual maintenance is less than time allotted for Planned Maintenance, that time is not applied as a credit to offset any Unplanned Outage time for the month. The measurement point for Service Availability is the availability of the Production Tenants at the Workday Production data center's Internet connection points. Upon Customer request not more than once per month via the Workday case management system ("Customer Center"), Workday will provide a Service Availability report. 3. Workday Feature Release and Service Update Process: Periodically, Workday introduces new features in the Service with enhanced functionality across Workday applications. Features and functionality will be made available as part of a major feature release ("Feature Release") or as part of weekly service updates ("Service Updates"). Feature Releases will take place approximately twice per year. The frequency of Feature Release availability may be increased or decreased by Workday at Workday's discretion with at least 30 days' prior notice to Customer on Workday Community. Specific information and timelines for Feature Releases and Service Updates can be found on Workday Community. Feature Releases will be performed during a weekend within any Planned Maintenance. 4. Service Response: Workday's Service Response commitment is: (1) not less than 50% of online transactions in one second or less and (2) not more than 10% in 2.5 seconds or more. "Service Response" means the processing time of the Workday O2022 Workday - SLA22.2.14 Page 1 of 4 workday. Workday Production Support and Service Level Availability Policy (SLA) Confidential Production Tenants in the Workday Production data center to complete transactions submitted from a web browser. This Service Response commitment excludes online requests processed via background jobs, Workday Web Services, or as analytics. The time required to complete the request is measured from the point in time when the request has been fully received by the encryption endpoint in the Workday Production data center, until the response begins to be returned for transmission to Customer. Customer may request a Service Response report not more than once per month via the Customer Center. Customers may impact their own Service Response time by launching custom reports and integrations in excess of the limits set forth in Workday Community. Workday may enforce reasonable and documented system limits to serve as guardrails for the Service where these reports and integrations negatively impact Service Response. 5. Production Data Center Disaster Recovery: Workday will maintain a disaster recovery plan for the Workday Production Tenants in conformance with Workday's most current Disaster Recovery Summary, the current version of which can be viewed on the Workday Community. Workday commits to a recovery time objective of 12 hours - measured from the time that the Workday Production Tenant becomes unavailable until it is available again. Workday commits to a recovery point objective of 1 hour - measured from the time that the first transaction is lost until the Workday Production Tenant becomes unavailable. Workday will test the disaster recovery plan once every six months and will make available a written summary of the results of the most recent test available to Customers in Workday Community. 6. Case Submittal and Reporting: Customer's Named Support Contacts may submit cases to Workday Support via the Customer Center. Named Support Contacts must be trained on the Workday products for which they initiate support requests. Each case will be assigned a unique case number. Workday will respond to each case in accordance with this SLA and will work diligently toward resolution of the issue taking into consideration its severity and impact on the Customer's business operations. Actual resolution time will depend on the nature of the case and the resolution itself. A resolution may consist of a fix, workaround, delivery of information or other reasonable solution to the issue. Case reporting is available on demand via the Customer Center. 7. Severity Level Determination: Customer shall reasonably self -diagnose each support issue and shall recommend to Workday an appropriate Severity Level designation. Workday shall validate Customer's Severity Level designation or notify Customer of a proposed change in the Severity Level designation to a higher or lower level with justification for the proposal. In the event of a conflict regarding the appropriate Severity Level designation, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties' management. In the rare case a conflict requires a management discussion, both parties shall make a representative available within one hour of the escalation. 8. Support Issue Production Severity Levels - Response and Escalation: "Workday Response Commitment" means the period of time from when Customer logs the Production case in the Customer Center until Workday responds to Customer or escalates within Workday, if appropriate. Because of the_ widely varying nature of issues, it is not possible to provide specific resolution commitments. If Customer is not satisfied with the progress of a Severity Level 1 or 2 issue, Customer may escalate the case to Workday support management using the escalation process defined for Named Support Contacts. Upon escalation, ©2022 Workday - SLA22.2.14 Page 2 of 4 workday. Workday Production Support and Service Level Availability Policy (SLA) Confidential Workday shall notify support senior management and shall assign a Workday escalation manager to work with Customer until the escalation is resolved. Severity Level 1: Definition: The Service is unavailable or a Service issue prevents timely payroll processing, tax payments, entry into time tracking, financials closing (month -end, quarter -end or year-end), payment of supply chain invoices or creation of purchase orders, processing of candidate applications, issues that prevent financial aid disbursements, admissions, and registration activity of students. No workaround exists. Workday Response Commitment: Workday will respond within 30 minutes after receiving the case and will remain accessible for troubleshooting from the time a Severity 1 issue is logged until it is resolved. Resolution: Workday will work to resolve the problem until the Service is returned to normal operation and will notify Customer of status changes. Escalation: If the problem has not been resolved within one hour, Workday will escalate the problem to the appropriate Workday organization. The escalated problem will have higher priority than ongoing support, development or operations initiatives. Customer Response Commitment: Customer shall remain accessible for troubleshooting from the time a Severity 1 issue is logged until it is resolved. Severity Level 2: Definition: An issue with the Service that prevents Customer from completing one or more critical business processes with a significant impact. No workaround exists. Workday Response Commitment Workday will respond within one hour after receiving the case and will remain accessible for troubleshooting from the time a Severity 2 issue is logged until it is resolved. Resolution: Workday will work to resolve the problem until the Service is returned to normal operation and will notify Customer of status changes. Escalation: If the problem has not been resolved within four hours, Customer may request that Workday escalate the problem to the appropriate Workday organization where the escalated problem will have higher priority than ongoing development or operations initiatives. Customer Response Commitment Customer shall remain accessible for troubleshooting from the time a Severity 2 issue is logged until it is resolved. Severity Level 3: Definition: An issue with the Service that prevents Customer from completing one or more important business processes that impact Customer's business operations. A workaround exists but is not optimal. Workday Response Commitment: Workday will respond within four hours after receiving the case. Resolution: If resolution requires a Workday issue fix, Workday will add the issue fix to its development queue for future Service Updates and will suggest a potential workaround until the problem is resolved in a future Service Update. Workday will notify Customer of status changes. Escalation: If progress is not being made to Customer's satisfaction, Customer may request that Workday escalate the problem to the appropriate Workday organization Customer Response Commitment: Customer will respond to Workday requests for additional information and will implement recommended solutions in a timely manner. Severity Level 4: • Definition: An issue with the Service that delays Customer from completing one or more non -critical business processes that are not imperative to Customer's business operations. A workaround exists. • Workday Response Commitment: Workday will respond within 24 hours after receiving the case. Resolution: If resolution requires a Workday issue fix, Workday will add the issue fix to its development ©2022 Workday - SLA22.2.14 Page 3 of 4 workday_ Confidential Workday Production Support and Service Level Availability Policy (SLA) queue for future Service Updates and will suggest potential workarounds until the problem is resolved in a future Service Update. Customer will be notified of status changes. Escalation: If progress is not being made to Customer's satisfaction, Customer may request that Workday escalate the problem to the appropriate Workday organization. Customer Response Commitment: Customer will respond to Workday's requests for additional information and will implement recommended solutions in a timely manner. Severity Level 5 (Including Customer Care and Operations Requests): Definition: Non -system issues and requests such as Named Support Contact changes, SLA report. or general Service inquiries. Questions about product configuration and functionality should be addressed to the Workday Community. • WorkdajResponse Commitment: Workday will respond within 24 hours after receiving the case. • Resolution Commitment: Workday will respond to the request and will notify Customer of status changes. • Escalation: If progress is not being made to Customer's satisfaction, Customer may request that Workday escalate the problem to the appropriate Workday organization. Customer Commitment: Customer will respond to Workday requests for additional information in a timely manner. 9. Workday Support Scope: Workday will support functionality that is delivered by Workday as part of the Service. For all other functionality, and for issues or errors in the Service caused by issues, errors, or changes in Customer's information systems, customizations, and third -party products or services, Workday may assist Customer and its third -party providers in diagnosing and resolving issues or errors, but Customer acknowledges that these matters are outside of Workday's support obligations. Failure to meet obligations or commitments under this SLA that is attributable to (1) Customer's acts or omissions (such as launching custom reports and integrations in excess of the limits set forth on Workday Community); and (2) force majeure events shall be excused. 10. Workday Web Services API Support: Workday recommends using the most recent version of the Workday Web Services ("WWS") APIs in order to receive optimum performance and stability. Prior versions of WWS APIs are updated to support backward - compatibility for all prior versions of WWS APIs that have not reached an end -of -life status. Workday will make end -of -life announcements no less than 18 months before the end -of -life of each WWS API. Workday will make announcements surrounding the WWS APIs through Workday Community or, for Workday Extend APIs, through the Workday Extend developer site. Backward -compatibility means that an integration created to work with a given WWS API version will continue to work with that same WWS API version even as Workday introduces new WWS API versions. With the exception of backward -compatibility updates, prior versions of WWS APIs are not enhanced. 11. Workday Cloud Platform Support: For customers subscribing to Workday Extend ("Extend") under an Order Form, Workday will support Extend in Production Tenants. All Extend Applications, whether created by a customer, Workday or others, are expressly not covered by this SLA. Workday will not be responsible for any Service Availability downtime or delayed Service Response times caused by use of any Extend Applications. Workday may modify or deprecate Extend APIs, features and services in accordance with the Extend Availability Statuses posted on the Workday Extend developer site at developer.workday.com. Use of the developer site and all materials therein is governed by the Extend Developer Program Agreement. "Extend Applications" means the customizations, add-ons, extensions and/or other software solutions developed by or for a customer using Extend developer materials. ©2022 Workday - SLA22.2.14 Page 4 of 4 workday ORDER FORM 003814 00381459.0 — Confidential Customer Name County of Weld Workday Entity Workday, Inc. 6110 Stoneridge Mall Road Pleasanton, CA 94588 MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates of the parties' signatures on the Signature Document Order Term January 17, 2023 through January 16, 2033 Currency USD Total Subscription Fee 8,063,333 Tenant Base Name weldgov Payment Schedule Table Payment # Payment Due Date Payment Amount 1 Due in accordance with the MSA, invoiced upon Order Effective Date 437,078 2 Due on First anniversary of the Order Term start date 780,881 3 Due on Second anniversary of the Order Term start date 796,742 4 Due on Third anniversary of the Order Term start date 812,914 5 Due on Fourth anniversary of the Order Term start date 829,410 6 Due on Fifth anniversary of the Order Term start date 846,238 7 Due on Sixth anniversary of the Order Term start date 863,403 8 Due on Seventh anniversary of the Order Term start date 880,911 9 Due on Eighth anniversary of the Order Term start date 898,770 10 Due on Ninth anniversary of the Order Term start date 916,986 Total Payment Amount 8,063,333 or the avoidance of doubt, the Payment Schedule Table will be used for invoicing purposes. Subscription Fees Table Subscription Period Date Range Subscription Fee 1 January 17, 2023 through January 16, 2024 474,445 2 January 17, 2024 through January 16, 2025 777,979 3 January 17, 2025 through January 16, 2026 793,536 4 January 17, 2026 through January 16, 2027 809,409 5 January 17, 2027 through January 16, 2028 825,595 6 January 17, 2028 through January 16, 2029 842,109 7 January 17, 2029 through January 16, 2030 858,950 8 January 17, 2030 through January 16, 2031 876,132 9 January 17, 2031 through January 16, 2032 893,652 10 January 17, 2032 through January 16, 2033 911,526 Total Subscription Fee 8,063,333 The Subscnption Fees Table provides the Subscription Fees for each applicable Subscription Period. The Subscription Fee for Subscription Period 2 onwards includes a capped Innovation Index of 2.0% (as defined in the Additional Definitions Section below). During the initial Term, any increases due to CPI (also defined below) are waived. Customer understands that the Subscription Fees above reflects Customer's planned phased deployment, and any adjustment to the deployment timeline will not result in changes to the Payment Schedule or Subscription Fees. Subscription Riohts Table SKU Service Pricing Metric Annual Subscription Rights CHCM Core Human Capital Management FSE* Full Enterprise TLO Talent Optimization FSE* Full Enterprise JRNY Journeys FSE* Full Enterprise or ay vzz. Order Form to MSA with County of Weld Page 1 of 17 workday. 00381459.0 - Confidential GCB Cloud Connect for Benefits FSE* Full Enterprise USP** Payroll for United States FSE* United States -based Employees only LRN Learning FSE* Full Enterprise MCNF Media Cloud - No Fee FSE* Full Enterprise CCLRN Cloud Connect for Learning FSE* Full Enterprise REC Recruiting FSE* Full Enterprise FIN Core Financials FSE* Full Enterprise GM Grants Management 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 Tracking FSE* Full Enterprise with up to 5,700 Tracked Worker -Months EXP Expenses FSE* Full Enterprise PRO Procurement FSE* Full Enterprise with up to 1,550 Purchase Orders Issued INV Inventory FSE* Full Enterprise with up to 1,550 Purchase Orders Issued *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. Full -Service Equivalent ("FSE") Count Table FSE Population Category Full Enterprise Full Enterprise United States -based employees Baseline FSE Count 1,885 1,885 1,885 Named Support Contacts Table Number of Named Support Contacts* I 6 I *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 Mary Truslow Enterprise Resource Planning Project Manager Department of Information Technology Mary Truslow Enterprise Resource Planning Project Manager Department of Information Technology Mary Truslow Enterprise Resource Planning Project Manager Department of Information Technology Street Address City/Town, State/Region/County, Zip/Post Code, Country 1150 O St Greeley Colorado 80631 United States 1150 O St Greeley Colorado 80631 United States 1150 O St Greeley Colorado 80631 United States Phone/Fax # 970-400-2518 970-400-2518 970-400-2518 Email (required) mtruslow[ weldgov.com mtruslawr weldgov.com mtruslow(d//weldgov.com 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 O2022 Workday v22.12 Order Form to MSA with County of Weld Page 2 of 17 workday. 00381459.0 - Confidential Components. As of the effective date of this Order Form, there is no value attributed to any of the Downloadable Components. This Order Form is subject to and governed by the MSA. In the event of a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the attached Addendums and Exhibits. Any Service SKU described in this Order Form is a Covered Service under the Workday Universal DPE and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall be directed to Accounts.Receivable lllworkday.corn. 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 23, 2023 ('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. The remainder of this page is intentionally left blank. ©2022 Workday v22.12 Page 3 of 17 Order Form to MSA with County of Weld workday. ADDITIONAL ORDER FORM TERMS ADDENDUM 00381459.0 — Confidential 1. General. Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the MSA. The Total Subscription Fee is based on the maximum indicated in the Subscription Rights Table and any use in excess of such maximum(s) indicated will be subject to the Growth and Expansion section herein. Subscription Rights limits may not be decreased during the Order Term. 2. FSE Metric Calculation and Worker Category Definitions. The total FSE Count is calculated by categorizing each Worker to one of the Worker Categories below, multiplying the applicable number of Workers by the Applicable Percentage, and then adding the FSE Count for each Worker Category. FSE Calculation Table: Worker Category Total Workers Applicable Percentage FSE Count Full Time Employees 1,813 100.0% 1,813 Part -Time Employees 236 25.0% 59 Associates 100 12.5% 13 Former Workers with Access 0 2.5% 0 Total FSE Count: 2,149 1,885 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. For clarity, Client Payroll FSEs are captured under Associates. "Paid interns", "Living Stipend" for community service - through grant programs categorize as Associates "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". 3. Additional Metric Definition(s). Additional Metric Definition Table fin PRA O2022 Workday v22.12 Published Data Rows The total number of data rows capable of. being reported upon in Customer's PRA data catalog. Workday will consider any Order Form to MSA with County of Weld Page 4 of 17 workday. 00381459.0 — Confidential 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. TT Tracked Worker- Months A calendar month with time entered for a worker, regardless of the number of time entries during the month for that worker. Each unique month and worker combination will be counted. PRO Purchase Orders Issued Purchase order fully issued, counted on first issued date. Subsequent re -issuance of purchase order is not counted again. INV Purchase Orders Issued Purchase order fully issued, counted on first issued date. Subsequent re -issuance of purchase order is not counted again. PRACU Published Data Rows 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. 4. Growth and Expansion. A. Annual Reporting Obligation. Customer will report to subscriptionsworkdav,corn1 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 All Service SKU(s) with the FSE Pricing Metric in the Subscription Rights Table unless stated otherwise within this table USP Annual FSE Expansion Rate 431.49 52.04 b. Additional Metric Reporting. Reporting for the following SKU(s) is based on the total cumulative number set forth in the Subscription Rights Table for the 12 -month period preceding the Count Date. For avoidance of doubt, reporting at the end of Year 1 is based on Customer's full annual entitlement outlined in the Subscription Rights Table. Additional Metric Expansion Table: SKU Additional Metric increase Annual Expansion Rate for Additional Metric increase TT Total of 11,400 Tracked Worker -Months 22,700 PRO Total of 3,100 Purchase Orders Issued 41,250 INV Total of 3,100 Purchase Orders Issued 20,500 O2022 Workday v22.12 Order Form to MSA with County of Weld Page 5of17 workday. 00381459.0— Confidential c. Additional Metric Reporting for Published Data Rows/User/Seat. Reporting for the following SKU(s) is based on the highest daily number of Published Data Rows, Users or Seats, as applicable, 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. Additional Metric Expansion Table for Published Data Rows/User/Seat: SKU Service Annual Expansion Rate for Additional Metric increase PRACU Each increment of 10M Additional Published Data Rows 20,000 B. Growth Event Reporting Obligation. In addition to the Annual Reporting Obligation, if Customer exceeds any Subscription Rights by 5% or more ("Growth Event") as a result of any one-time addition of Workers (e.g., M&A), Customer must report the excess Subscription Rights to subscriptions@workday.com within 30 days of the Growth Event. Customer agrees to pay fees from the start date of the Growth Event through the subsequent anniversary date which will be documented under a separate order form. S. 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 three-year renewal term ("Renewal Term") at the below pricing: Renewal Table Renewal Term Years Annual Renewal Subscription Fees 1st year of Renewal Term Base Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI)) 2nd year of Renewal Term Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI)) 3rd year of Renewal Term Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI)) The "Base Subscription Fee" means the Subscription Fee for the final Subscription Period listed in the Subscription Fees Table. 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. 6. 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. 7. 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 O2022 Workday v22.12 Page 6 of 17 Order Form to MSA with County of Weld workday. 00361459.0 — Confidential 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. O2022 Workday v22.12 Page 7 of 17 Order Form to MSA with County of Weld workday. 00381459.0 —Confidential WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM Customer may only use the Service SKUs subscribed to as indicated in the body of this Order Form. Service Description Core Human Capital Management 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 provisioning (LDAP/Active Directory). Talent Optimization 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. Journeys Journeys enables customers to surface content from inside and outside of Workday for employee milestone events (journey paths) and every day work activities (cards). This SKU requires customers to maintain an active subscription to Innovation Services and opt -in to the corresponding Innovation Service. Cloud Connect for Benefits 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. Payroll for United States Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for. Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments. Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit. Learning 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 ©2022 Workday v22.12 Order Form to MSA with County of Weld Page 8of17 workday. 00381459.0 — Confidential manage certifications and instructor -led course enrollments, and to gather feedback and analytics relating to the learning experience. Media Cloud - No Fee Workday Media Cloud is a media content management system that consists of Workday's storage, encoding, caching, playback, streaming, and related service components as provided by Workday for customers of the Workday Service. A variety of learning content is supported by Media Cloud, including but not limited to video, packaged third -party content, and user -generated content. Cloud Connect for Learning 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 corresponding Innovation Service. Recruiting Workday Recruiting supports an organization in its talent acquisition process. It is designed to help hiring managers and recruiters identify, hire and onboard the right talent for their business. Workday Recruiting supports the hiring process, including pipeline management, requisition management, job posting distribution, interview management, offer management, as well as supports local data compliance and pre- employment activities. Workday Recruiting also offers hiring teams tools to proactively source, nurture and track internal and external prospective candidates throughout the recruiting process. 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 entry, forecasting, reporting, 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. O2022 Workday v22.12 Order Form to MSA with County of Weld Page 9of17 workday. 00381459.0 — Confidential 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 suppliers. 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. Inventory Workday Inventory provides basic functionality for goods procured, stored, consumed and replenished within an organization. Workday Inventory includes the ability to define and place inventory in storage locations, count physical inventory and make necessary adjustments, value items in inventory, assign and manage different units of measure and replenish inventory using automatic re -order points. Workday Inventory is designed for tracking of internally used goods only and does not support use cases for external distribution (e.g., to customers or distributors). O2022 Workday v22.12 Order Form to MSA with County of Weld Page 10 of 17 workday. 00381459.0 — Confidential WORKDAY LEARNING ADDITIONAL TERMS AND CONDITIONS ADDENDUM 1. Permitted Scope of Use Customer may use Workday Learning only for the internal business purposes of Customer and its Affiliates for training and developing its internal workforce limited to its Employees or Workers having an Active Record in the HCM Service and that are included in the number of FSE Workers in a current Order Form. Learning includes unlimited storage for Media Cloud Content (defined in the Media Cloud Terms Addendum) for Customer's learning programs and unlimited bandwidth. All use of Media Cloud, both with Learning and with any other Service applications, is subject to the terms and conditions set forth in the Media Cloud Terms Addendum. 2. Course Content Workday Learning provides Customer with the opportunity to build and promote to its workforce customized learning programs, lessons, and campaigns created through use of the Workday Learning Service ("Courses"). Courses may include links to or otherwise incorporate Media Cloud Content. Customer is solely responsible for all content of Courses it creates in Workday Learning, including any related Media Cloud Content ("Course Content"). Customer must obtain and maintain all necessary rights, consents, permissions and licenses to transfer, convert, input or upload Course Content into Workday Learning and to publish, broadcast, and otherwise make any such Course Content available to its users. Customer is responsible for obtaining all applicable licenses and authorizations for streaming or displaying Course Content to its users in any and all locations from which Customer's users access the Workday Service. To the extent Customer is not the sole owner of any Course Content, Customer is solely responsible for complying with the content owner's applicable terms of use and all Laws applicable to use of such Course Content, both from where Course Content is accessed and where Course Content is displayed. Customer grants Workday, its service providers and subcontractors, and its and their Affiliates, all right and licenses to access, publish and use Course Content for the purposes of providing the Learning Service and/or to comply with the Laws or requests of a governmental or regulatory body. v22.11 O2022 Workday v22.12 Page 11 of 17 Order Form to M5A with County of Weld workday. 00381459.0 — Confidential WORKDAY MEDIA CLOUD ADDITIONAL TERMS AND CONDITIONS ADDENDUM These Workday Media Cloud Additional Terms and Conditions (the "Media Cloud Terms"), which are subject to and governed by the MSA except as otherwise set forth herein, apply exclusively to Media Cloud and Media Cloud Content. Capitalized terms, unless otherwise defined, have the same meaning as in the primary Service subscription agreement between Workday and Customer (the "MSA"). 1. Provision of Media Cloud. "Media Cloud" consists of Workday's storage, encoding, caching, playback, streaming, and related service components for Media Cloud Content as provided by Workday for customers of the Service. Media Cloud components are hosted or delivered by third party service providers as described on Workday's Subprocessor List at https.//www.workday.cornien-us/leoal/subprocessors.html (collectively, "Media Cloud Subprocessors"). Workday may change its Media Cloud Subprocessors or move portions of Media Cloud into a Workday hosted co -location data center. Workday shall provide prior notice of a change to any Media Cloud Subprocessor through its standard customer communication methods (i.e. Workday's Subprocessor List, Community posts, etc.). Workday is not required to escrow third -party source code that is used in providing Media Cloud. 2. Media Cloud Content. Media Cloud Content is Confidential Information subject to the MSA. "Media Cloud Content" means: (1) all video, audio, live stream and packaged'a-learning content (such as SCORM, AICC, xAPI, CMI-5 or other formats) (referred to herein as "Packaged Media Content") either (A) uploaded by or for Customer to Media Cloud through any Service application including Workday Drive, (B) recorded or created by or for Customer within a Service application using any Media Cloud features, or (C) auto -generated by Media Cloud in connection with items (1)(A) or (1)(B); (2) any images, thumbnails, closed -captions, text transcripts, presentation slides, tracking data, annotations, questions, responses, and other metadata related to any Media Cloud Content listed in Section 2, item (1); and (3) all content retrieved by Media Cloud from a third -party API that is either publicly available or for which Customer has obtained and provided valid credentials to the Service to import such content into Media Cloud. 3. Player for Packaged Media Content, Workday Media Cloud offers an optional "Player for Packaged Media Content". The Player for Packaged Media Content is not part of the Service and is not covered under Workday's existing audit reports, security exhibits, data processing terms, or the Workday Customer Audit Program. Workday shall provide support for the Player for Packaged Media Content consistent with Workday's standard support policy. Customer is licensed to use the Player for Packaged Media Content solely in support of Customer's use of the Learning Service. "Packaged Media Content User Interaction Data" means data relating to user interactions with Packaged Media Content, including but not limited to, start/stop course activity, quiz responses, and interactions with page elements. 4. Customer Rights and Obligations. Customer shall use Media Cloud only in connection with authorized use of the Service for the benefit of Customer, its Affiliates, and its Authorized Parties covered under a current subscription agreement. Customer shall use Media Cloud only in accordance with these Media Cloud Terms. Customer shall: (1) maintain all licenses, consents, rights, permits, and authorizations necessary for transferring, uploading, publishing, broadcasting, streaming and displaying Media Cloud Content in all locations from which Customer's or its Affiliate's users access the Service and for the public use of external sites as referenced above; (2) to the extent Customer is not the sole owner of any Media Cloud Content, comply with the content owner's applicable terms of use; (3) comply with, and ensure its Affiliates, Authorized Parties, and all of their users comply with, the Media Cloud AUPs; (4) comply with, and ensure its Affiliates, Authorized Parties, and all of their users comply with, all Laws applicable to use of Media Cloud Content, both from where Media Cloud Content is accessed and where Media Cloud Content is displayed; and (5) be responsible for the transfer of personal data or other sensitive data to Media Cloud. Customer acknowledges that Media Cloud is not intended for storage or transmission of sensitive personal data or credit card data. Customer shall not upload or transmit Protected O2022 Workday v22.12 Page 12 of 17 Order Form to MSA with County of Weld workday, 00381459.0 — Confidential Health Information as defined in 45 C.F.R. §160.103 ("PHI") in or to Media Cloud and acknowledges that content provided by Workday and third parties, as well as content catalog listing information, is not part of the Service, and Customer shall use such content in accordance with the content provider's terms of use and privacy policies. 5. Media Cloud AUPs. "Media Cloud AUPs" means Workday's Learning and Media Cloud AUP, which also incorporates by reference Acceptable Use Policies of each applicable Media Cloud Subprocessor. The current version of the Media Cloud AUPs can be found at https://communitj.workday.com/aup-learninq and is subject to change at the discretion of Workday and each applicable Media Cloud Subprocessor at any time. Workday may suspend Customer's access to Media Cloud at any time if Workday or a Media Cloud Subprocessor reasonably believes Customer has violated, or intends to violate, the Media Cloud AUPs or these Media Cloud Terms. To the extent practicable, Workday will only suspend Customer's right to access or use the instances, data (including Media Cloud Content), or portions of Media Cloud that caused the suspension. Any such suspension will not be deemed a breach of the MSA by Workday. Customer shall cooperate with Workday and its Media Cloud Subprocessors in the investigation of any actual or alleged violation of the Media Cloud AUPs. 6. Ownership and Reservation of Rights. As between Workday and Customer, Customer retains all ownership in the Media Cloud Content uploaded to Media Cloud by any Authorized Party of Customer. Notwithstanding the foregoing, Workday or its suppliers retain all ownership in Media Cloud Content that it makes available for Customer use. Workday is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Customer. Workday and its suppliers retain all ownership in all components of Media Cloud. Customer is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Workday. 7. Security. Workday shall comply with the Workday Universal Security Exhibit at https./fwww,workday.comlen- usllegal/contract-terms-and_conditionslindex/exhibits.html to protect Media Cloud Content against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. Media Cloud leverages a third -party Content Delivery Network ("CDN") to deliver Media Cloud Content to Customer end users. Currently, Media Cloud Content and Packaged Media Content User Interaction Data that traverses through the CDN uses Transport Layer Security (TLS). Media Cloud Content and Packaged Media Content User Interaction Data is not encrypted at rest when temporarily cached in the CDN. Packaged Media Content and other Media Cloud Content will not be considered Customer Data (or equivalent term in the MSA). 9. Data Processing Terms. All Personal Data (as defined in the Workday Universal DPE) will be processed in accordance with the Workday Universal Data Processing Exhibit at http_s./.'www_workday.com/ern- usllegal/contract-terms-and-conditions/index/exhibits.html (the "Workday Universal DPE"). 9. Support. Customer acknowledges that (1) Workday may provide support for Media Cloud from Canada and other Workday support locations, including access to Customer's Media Cloud Content in connection with such support and (2) to the extent Customer elects to use any third party tool or website to diagnose and troubleshoot any issues with Customer's Media Cloud Content or use of Media Cloud, even if recommended by Workday, Customer will be solely responsible. 10. Media Cloud Term and Termination. Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendum is attached, unless earlier terminated as provided herein, these Media Cloud Terms shall commence on the Order Effective Date and continue through the end of the term of the MSA. Unless Customer has a subscription to use the Learning Service, then either party may terminate these Media Cloud Terms by providing formal written notice in accordance with the notice requirements in the MSA. As of the effective date of termination of these Media Cloud Terms: (1) Customer shall immediately cease accessing and otherwise utilizing Media Cloud; (2) Customer will no longer provide any Media Cloud Content; and (3) Workday will delete all of Customer's Media Cloud Content in a timely manner. Except for Customer's right to use Media Cloud, the provisions herein will survive any termination or expiration of these Media Cloud Terms. Customer acknowledges that Media Cloud Terms must be in place for Customer to use certain features of other Service applications, such as Learning. O2022 Workday v22.12 Page 13 of 17 Order Form to MSA with County of Weld workday. v22.3 00381459.0 — Confidential WORKDAY ADAPTIVE PLANNING ADDITIONAL TERMS AND CONDITIONS ADDENDUM These Additional Terms and Conditions ("Planning Terms") supplement and amend the MSA only for the Workday Adaptive Planning SKU(s) listed on this Order Form ("PLNSKU") and do not amend the terms of the MSA for other SKUs purchased by Customer under an Order Form. Unless otherwise defined, capitalized terms used in these Planning Terms have the same meaning as set forth in the MSA. 1. Documentation. The Documentation for PLNSKU(https://adaptiveplanninv.doc.workdav,com) applies in lieu of any other Workday Documentation. 2, Support. Support fpr PLNSKU is provided as set forth in the SLA for Planning (currently located at https.//mvw.workday.comfen-us/lecial/contract.terms-and-conditionsfindex.html). Unless otherwise stated in the Workday Service SKU Descriptions Addendum included in this Order Form, 24x7 Support (formerly "Premier Support") will apply. The Workday SLA does not apply to PLNSKU. 3. Planning Instances and Administrators. (a) PLNSKU uses Planning Instances for Customer Data rather than Customer's Tenant. A "Planning Instance" is a unique instance of the Service with a separate set of Customer Data held in a logically separated database (i.e. a database segregated through password -controlled access) that Customer may link to other Planning Instances. Following Customer retrieval of data, Workday shall, unless legally prohibited, delete all Customer Data by deleting Customer's Planning Instance consistent with the Tenant deletion terms in the MSA. (b) PLNSKU uses Administrators. "Administrators" mean those Authorized Party users who are designated by Customer to have administrative rights to Customer's account for the Service, whereby such users will be responsible for administering and controlling access to and use of the Service by other Authorized Parties. 4. Universal Security Exhibit & Universal Data Processing Exhibit. Except as set forth herein, the Universal Security Exhibit and Universal Data Processing Exhibit (currently located at https,//www.workday.com/en- us/legalicontract-terms-and-conditionsfindex.html) shall govem PLNSKU. PLNSKU is a Covered Service under the Universal Security Exhibit and Universal Data Processing Exhibit 5. Subprocessor List. "Subprocessor List" means the list (currently located at httos://www.workday.comien- us/leoalisubprocessors.html) identifying the Subprocessors that are authorized to Process Personal Data for PLNSKU. 6. Audit Report. The audit report applicable to PLNSKU is the current Service Organization Controls 2 Type II audit report for Workday Adaptive Planning or successor third -party audit report ("Planning SOC2"). For PLNSKU, Workday maintains a security program that conforms to the Security Exhibit and is further described in the Planning SOC2. All background checks will be conducted pursuant to the Planning SOC2. PLNSKU has separate ISO 27001, ISO 27018, and ISO 27701 certifications that apply in lieu of Workday ISO certifications. 7. Protected Information. (a) Customer acknowledges that PLNSKU is designed with security and access management for processing non -Protected Information, and Customer agrees that neither Customer (nor its Affiliates or Authorized Parties) shall include Protected Information in its Customer Data. (b) "Protected Information" means, to the extent any of the following relates to an identified or identifiable natural person, (i) Protected Health Information as defined in the U.S. Health Insurance Portability and Accountability Act or other health information regulated under Data Protection Laws applicable to Customer; (ii) Cardholder Data, as described in the Payment Card Industry data security standards; or (iii) special categories of personal data regulated under Article 9 of the General Data Protection Regulation. ©2022 Workday v22.12 Page 14 of 17 Order Form to MSA with County of Weld workday v22.3 00381459.0 — Confidential WORKDAY INNOVATION SERVICES TERMS AND CONDITIONS ADDENDUM These Workday Innovation Services Terms and Conditions (these "IS Terms") are subject to and governed by the MSA and, except as otherwise set forth herein, apply to all Innovation Services (each, an "Innovation Service" and, collectively, "Innovation Services") offered by Workday. Unless otherwise defined herein, capitalized terms used in these IS Terms have the same meaning as set forth in the MSA. The parties agree that these IS Terms apply exclusively to the use of Innovation Services and IS Data (each as defined below) and do not amend the terms of the MSA. Notwithstanding anything to the contrary in the MSA and solely with respect to the Innovation Services provided hereunder, in the event of a conflict, the provisions of these IS Terms shall take precedence over provisions of the body of the MSA and over any other exhibit or attachment. 1. For Purposes of these IS Terms: "Customer Results" means any and all analytics, trends, analyses, processes, aggregations, reports and results generated from IS Data; provided that Workday Results shall never be classified as Customer Results; "Workday Results" means any and all analytics, trends, analyses, processes, aggregations, reports and results generated from IS Data that has undergone processing by Workday such that it can no longer be used to identify, directly or indirectly Customer or any natural person using means reasonably likely to be used by Workday, Customer or any other person; and "Results" means, collectively, Customer Results and Workday Results. 2. Innovation Services. Subject to these IS Terms and the applicable service description posted on Workday's Community site (each, a "Service Description"), Customer may access and use Innovation Services to enhance and optimize Customer's experience with the Service (or such equivalent term in the MSA). Customer determines which Innovation Service(s) to participate in by actively enabling such Innovation Service(s) inside its Tenant ("IS Enablement"). Unless otherwise indicated in a Service Description or agreed in an Order Form, all Innovation Services are part of the Service, will be delivered with no additional fees to the Customer, and will be provided in English only. For clarity, these IS Terms apply to all Innovation Services, including but not limited to (a) those purchased under an order form and (b) those delivered with no additional fees and enabled in Customer's Tenant. 3. Innovation Services Data. In these IS Terms, the data that Customer provides to Innovation Services is referred to as "IS Data". An explanation of what IS Data must be contributed in order to utilize a specific Innovation Service is included in the applicable Service Description. IS Data is not considered Customer Data (or such equivalent term in the MSA) but will be protected as Confidential Information under the MSA and protected as described in these IS Terms, the Workday Universal Security Exhibit, and the Workday Universal DPE. IS Data will be used by Workday only in accordance with the applicable Service Description, these IS Terms, and the MSA. Customer has no obligation to contribute IS Data but Customer's right to participate in any specific Innovation Service(s) and receive Results (as defined above) is conditioned on Customer contributing IS Data. Customer can stop contributing IS Data at any time through the IS Enablement process (by disabling a specific Innovation Service). 4. Workday Obligations. Workday shall not use IS Data except to (i) provide and improve Innovation Services, (ii) generate Results, (iii) prevent or address service or technical problems, and (iv) verify Service Improvements, each in accordance with these IS Terms and the Documentation (as defined in the MSA), or in accordance with Customer's instructions. 5. Customer Obligations. Customer is responsible for obtaining and verifying it has all authorizations, consents, and rights necessary to utilize Innovation Services and contribute IS Data in accordance with these IS Terms, ©2022 Workday v22.12 Page 15 of 17 Order Form to MSA with County of Weld workday 00381459.0 — Confidential each Service Description and applicable Law. Customer shall not contribute IS Data that contains Protected Health Information as defined in 45 C.F.R. §160.103 (°PHI") if such contribution is prohibited under the applicable Service Description. 6. Proprietary Rights and Licenses. 6.1. Subject to these IS Terms, Workday grants Customer a non-exclusive, non -transferable license to access and use the Innovation Services, including, if applicable, any third -party content Workday makes available to Customer through any Innovation Service ("IS Content") and Results, solely for the internal business purposes of Customer and its Affiliates, to the extent included in Customer's current subscription to Service applications. 6.2. Subject to these IS Terms, Customer grants Workday a worldwide, royalty -free, fully -paid up license with the right of sublicense to any Subprocessor (as defined in the Workday Universal DPE) to use, reproduce, display, translate, adapt (including to modify and make derivative works), distribute, import, and format IS Data for the purposes set forth in the Workday Obligations Section above. As between the parties, Customer owns all IS Data and Customer Results and Workday and its licensors own the Innovation Services, IS Content, and all Workday Results. 7. Security. For each Innovation Service, Workday has implemented and will maintain appropriate technical and organizational measures designed to protect IS Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to, as set forth in the Workday Universal Security Exhibit at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html (the "Workday Universal Security Exhibit") which is incorporated into these IS Terms by this reference. Unless otherwise set forth in a Service Description, Innovation Services are not in scope for Workday's third -party audit reports (i.e., SOC1, SOC2, ISO Certification). 8. Data Processing Terms. All Personal Data (as defined in the Workday Universal DPE) will be processed in accordance with the Workday Universal Data Processing Exhibit at https://www.workday.com/en-us/legal/contract- terms-and-conditions/index.html (the "Workday Universal DPE") which is incorporated into these IS Terms by this reference. 9. Deletion of IS Data. At its discretion, Customer may elect to stop contributing IS Data at any time by disabling specific Innovation Service(s) through the IS Enablement process or through Data Selection (as set forth in any applicable Service Description). In the event Customer disables Innovation Service(s) through the IS Enablement process, Workday will delete any such IS Data within thirty (30) days subject to any return or retrieval rights set forth in a Service Description. 10. Term, Termination, Suspension. Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendum is attached, unless earlier terminated as provided herein, these IS Terms shall commence on the Order Effective Date and continue through the end of the term of the MSA, during which Customer will have an active subscription to Innovation Services. Unless otherwise set forth in a Service Description and excluding Innovation Services that are required for a SKU which Customer has purchased, Workday may terminate any Innovation Service for convenience by providing at least thirty (30) days' prior notice which may be provided by a general announcement via Community. Customer may terminate its use of any Innovation Service for convenience at any time by disabling such Innovation Service through IS Enablement or Customer may terminate these IS Terms by providing Workday with formal written notice pursuant to the MSA with a copy by email to legal@workday.com, and such notice will be effective thirty (30) days after Workday's receipt of the notice. Customer understands and agrees that in the event Customer has purchased a SKU which requires Innovation Services capabilities, termination of these IS Terms will not result in a refund of fees paid or nonpayment of fees payable for the applicable SKU. Upon any termination of an Innovation Service, as of the effective date of such termination, Customer may no longer have access to such Innovation Service, and related IS Data and Results. Workday may suspend Customer's access to any Innovation Service at any time in the event Workday reasonably determines such action is necessary to preserve the integrity and/or security of such Innovation Service. O2022 Workday v22.12 Page 15 of 17 Order Form to MSA with County of Weld workday. 00381459.0 — Confidential 11. Miscellaneous. No uncured breach of these IS Terms by either party will give rise to a termination right under the MSA. Workday is not required to escrow third party source code that is used in the Innovation Services. Workday may modify Service Descriptions from time to time provided that Workday does not materially diminish the applicable security and privacy commitments as set forth in these IS Terms. Workday will provide notice of any change to a Service Description through Community and any change will not go into effect until thirty (30) days after such notice. v21.10 ©2022 Workday v22.12 Page 17 of 17 Order Form to MSA with County of Weld workday. Customer Name Workday Entity Name MSA Effective Date Order Effective Date Order Term Currency Total Training Fees Payment # Agreement #381489 - Confidential ORDER FORM #381489 County of Weld Workday, Inc. 6110 Stoneridge Mall Road Pleasanton, CA 94588 See MSA executed herewith The later of the dates beneath the parties' signatures on the Signature Document January 17, 2023 through January 16, 2026 USD 176,829 Payment Due Date Due in accordance with the MSA, invoiced upon Order Effective Date 2 I Due on first anniversary of the Order Term start date 3 1 Due on second anniversary of the Order Term start date Total Payment Amount 1 Price Per SKU Training Offering I Unit AK LODHCM10 LODPAY10 LODFINI0 Adoption Kit Learn On -Demand — HCM Library 10 Initial 5,000 Users 5,943 Learn On -Demand — Payroll/Absence/Time Tracking Library 10 Initial Users Learn On -Demand — Financials Library 10 Initial Users 5,000 Quantity Order Form (Training) - County of Weld ©2023 Workday Term Payment Amount 124,943 25,943 25,943 176,829 Total Training Fees 3 I 17,829 3 15,000 3 15,000 3 15,000 Page 1 of 5 ork Training Offering Learn On -Demand — LODTECH10 1 Cross -Application Technology Library 10 Initial Users Contact Name Price Per Unit Agreement #381489 - Confidential Quantity E Term Customer Contact Information Billing, In Care of Total Training Fees Total Training Fees 77,829 Mary Truslow Enterprise Resource Planning Project Manager Department of Information Technology Street Address 11150 O St. City/Town, State/Province/Region Zip/Postal Code Country Greeley, CO 80631 United States Phone/Fax # Phone: 970-400-2518 Fax: Email (Required) mtruslow@vveldgov.com This Order Form is subject to and governed by the MSA and Addendum A attached hereto. This Order Form will control over the terms of the MSA to the extent they conflict with or are not covered by the MSA. All remittance advice and invoice inquiries can be directed to Accounts.Receivable@workday.com Page 2 of 5 Order Form (Training) - County of Weld O2023 Workday d'# workday. Agreement #381489 - Confidential ADDENDUM A ADDITIONAL ORDER FORM TERMS — TRAINING Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the referenced MSA. In the event of a conflict between the terms of this Order Form and the terms of the MSA, the terms of this Order Form shall prevail with respect to the terms hereof. 1. Training Terms. The Training Credits purchased under this Order Form may be utilized for any courses identified in Workday's training catalog (the "Training Catalog") as eligible to be purchased with training credits ("TC-eligible Courses") that start on or after the Order Effective Date and end on or before eighteen (18) months from the Order Effective Date. The manner of delivery of TC-Eligible Courses is set forth in the Training Catalog. The number of Training Credits required for an attendee to attend a specific TC-eligible Course are set forth in Workday's current training catalog. Each attendee must be registered to attend each course. If Custom elects to register for any training course(s) without an adequate prepaid Training Credit balance, the Workday list prices set forth in the Training Catalog will apply. Any Customer request for a cancellation of a course enrollment must be submitted as a Training Case via the Customer Center by the Customer Training Coordinator at least seven (7) calendar days prior to the scheduled course start date. Cancellation requests received less than seven (7) calendar days prior to the scheduled course start date will not be honored and the applicable Training Credits will be deducted from Customer's balance. 2. Training Credit Bulk Purchase Option. Under this Order Form, Workday's discounted bulk purchase rates will be applied to the cumulative number of Training Credits purchased during a rolling 12 -month period provided Customer prepays for all such purchases. Discounted rates will not be applied retroactively for previously purchased Training Credits. If Customer elects to purchase training courses without using Training Credits, such purchases will not count toward the cumulative number of Training Credits purchased for the purpose of bulk purchase rates. The following rates apply to the bulk purchases made within the 12 -month period following the Order Effective Date: Prepaid Training Credits Acquired 0-10 11 -25 26 - 50 51 -75 76-100 101 - 249 250+ Rate Per Training Credit USD $ 800 USD $ 760 USD $ 735 USD $710 USD$ 685 USD $ 660 USD $ 620 3. Dedicated Training Terms. Customer may request to schedule Workday instructor -led training offerings as a dedicated training course provided only to Customer's attendees ("Dedicated Training"). Dedicated Training is subject to Workday's availability and approval and the additional terms in this Section. The minimum and maximum number of students for any Dedicated Training is thirteen (13) minimum and twenty (20) maximum. Fees for Dedicated Training will equal the number of Page 3of5 Order Form (Training) - County of Weld ©2023 Workday workday. Agreement #381489 - Confidential attendees multiplied by the applicable per -attendee student price or Training Credit value of the training course as set forth in the Training Catalog. If Customer does not use Training Credits purchased prior to the Dedicated Training start date, Workday will invoice Customer for the training fees following the training. If Customer and Workday expressly agree in writing to deliver the Dedicated Training at Customer's site, in addition to the applicable fees or Training Credits for the Dedicated Training, Customer will reimburse Workday for the reasonable and actual travel living expenses incurred by the instructor(s) following the Dedicated Training. Any Customer request to cancel a Dedicated Training received less than fourteen (14) full calendar days from the scheduled start of the course is subject to a cancellation fee of 50% of the price of the course for thirteen (13) attendees as well as reimbursement for any non-refundable travel expenses incurred by the instructor(s). 4. Learn On -Demand Terms. The first Learn On -Demand ("LOD") SKU of each Library purchased by Customer is for ten (10) Named Users. Each "5 Additional Users" SKU is for five (5) additional Named Users for the stated Library. A "Library" is a bundle of specific, related training concepts. A "Named User" is an employee or independent contractor of Customer for which Customer has provided Workday a valid name and e-mail address through the Workday Customer Center, thereby authorizing Workday to provide LOD access to such individual. Workday shall assign each Named User a password granting the Named User access to the applicable LOD library. Customer's Training Coordinator may update the list of Named Users from time to time. Each Named User may access all of the LOD content within the specified Library(ies) during the Order Term. 5. Adoption Kit Terms. (a) The Adoption Kit is just -in -time, customizable materials for common employee and manager tasks, in addition to a wide range of templates and assets to help customers successfully roll out Workday across their organization. (b) During the Order Term, Workday hereby grants to Customer a non-exclusive, nontransferable license to use, copy, customize, and create derivative works of the Adoption Kit provided as part of this Order Form solely for the purpose of internally distributing the relevant Adoption Kit material to promote internal use of the Service by Customer's authorized end users in accordance with the MSA. Customer is solely responsible for the accuracy of any modifications or customizations of the Kit made by it. Workday reserves the right to add or remove content from individual Kit and add or remove entire Kit in the library. (c) Subject to Workday's underlying intellectual property rights in the Adoption Kits, the Service, and all other materials provided by Workday in connection herewith, Customer owns all right, title, and interest in and to the improvements and other materials that Customer is permitted hereunder to develop, make, or conceive, without the involvement or input of Workday personnel, that relate to the Adoption Kit ("Customer Improvements"). If Workday is involved in the input or development of a Customer Improvement, Workday owns all right, title, and interest in and to such Customer Improvement and Customer has a non-exclusive, royalty -free license to use such Customer Improvement solely for its internal business purposes. To the extent Customer discloses any portion of a Customer Improvement to Workday or others, except for any Customer Confidential Information included therein, Customer grants Workday a perpetual, irrevocable, non-exclusive, royalty -free license to use such Customer Improvement for any purpose whatsoever. In addition, Customer acknowledges that Workday may independently create and use material that is substantially similar to Customer Improvements. Customer shall reproduce all Workday proprietary rights notices and headings on any full or partial copies of Workday material provided as part of the Program, in the same manner in which such notices were set forth in the original. Workday reserves all rights not expressly granted hereunder, including all related Intellectual Property Rights. No rights are granted to Customer other than as expressly specified. Page 4of5 Order Form (Training) - County of Weld ©2023 Workday workday. Agreement #381489 - Confidential 6. Miscellaneous Training Terms. Workday training is for use by Customer employees and independent contractors only and for purposes consistent with the MSA. In no event will Customer allow third parties to access or use Workday training or related materials, including, but not limited to, other existing or potential Workday customers or partners. Workday training courses may not be videotaped, recorded, downloaded or duplicated without Workday's prior written consent. Customer will pay for all training courses taken under Customer's account (included courses not timely cancelled). Workday may utilize external systems for teaming management, enrollment, course tracking, and to facilitate testing. Customer understands that any such system is not part of the Workday Service, although Workday's confidentiality obligations shall apply. Page 5 of 5 Order Form (Training) - County of Weld O2023 Workday workday_ Customer Name Workday Entity Name I MSA Effective Date Order Effective Date Order Term End Date Currency Agreement #381494 -Confidential ORDER FORM #381494 DELIVERY ASSURANCE (FIXED FEE) County of Weld ("Customer") Workday, Inc. 6110 Stoneridge Mall Rd., Pleasanton, CA 94588 ("Workday") See MSA executed herewith The later of the dates beneath the parties' signatures on the MSA Signature Document January 24, 2025 (i.e., project go -live) USD [TotaiConsotting Fees 1$160,056.00 Consulting Engagement Type Delivery Assurance Checkpoints Reviews Delivery Assurance Project Management Reviews Customer Contact Information Contact Name Street Address City, State/Zip Code Country Phone/Fax # Email (Required) Billing Contact 1150 O Street Greeley, CO 80631 United States 1970-400-2518 This agreement (along with the tables above and Addendum attached hereto, this "Document") is entered into as of the Order Effective Date listed above and is subject to and governed by the primary Service subscription agreement (the "MSA") between the Workday customer listed above ("Customer") and the Workday entity listed above ("Workday"). In the event of a conflict between the terms of this Document and the terms of MSA, the terms of this Document shall prevail with respect to the subject matter hereof. All capitalized terms not otherwise defined herein shall have the same meaning as in MSA. This Document is only valid and binding on the parties when executed by both parties and is further subject to the additional terms in Addendum A attached hereto. ©2022 Workday Order Form (Delivery Assurance) Page 1 of 4 workday. Agreement #381494 -Confidential Workday may extend the Order Term with respect to Workday's Delivery Assurance services without Customer's consent and at no additional cost to Customer, to the extent reasonably determined by Workday to be necessary or appropriate to perform the Delivery Assurance services. Consulting Services and Scope. This Document describes Workday's Delivery Assurance consulting services ("Delivery Assurance" or "DA") that Workday shall perform for Customer. Any service, deliverable, feature, or functionality not expressly identified in Addendum A is not in the scope of this Document. Fees and Payment. Workday will perform the Delivery Assurance on a fixed fee basis. The Total Consulting Fees as set forth above shall be invoiced upon execution of this Document. The fixed fee amount does not include related travel and expenses. Expenses shall be invoiced on a monthly basis as incurred. Invoices are due in accordance with the MSA. All remittance advice and invoice inquiries can be directed to AccountsReceivable@Workday.com. Termination. Unless terminated in accordance with this Section, this Document automatically terminates upon the earlier of (i) completion of the Delivery Assurance services provided hereunder, or (ii) the termination of the MSA. Either party may terminate this Document for cause on the same terms as it may terminate the MSA for cause. Upon receipt of any notice of termination, Workday shall immediately cease performance of the Delivery Assurance services and Customer shall pay Workday within thirty (30) days after the date of termination for all Delivery Assurance services performed by Workday (included partially completed services) and travel and living expenses incurred up to the cessation of such services. Notwithstanding any other provision to the contrary, termination or breach of this Document hereunder by either party for any reason shall not terminate nor give that party the right to terminate the MSA or any Order Forms thereto. ©2022 Workday Order Form (Delivery Assurance) Page 2 of 4 workday. 1. General Agreement #381494 -Confidential ADDENDUM A ADDITIONAL TERMS - DELIVERY ASSURANCE As part of Workday's Delivery Assurance services, Workday shall validate that Customer's deployment of the Service, as performed by a Workday services partner ("Partner"), follows the Workday deployment methodology and configuration standards. 2. Description of Delivery Assurance Services 2.1 Checkpoint Reviews. Partner's consultant(s) and project manager responsible for Customer's deployment of the Service (collectively, the "Partner Deployment Team") shall review the configured application (and applicable integrations and reports developed by the Partner Deployment Team or Workday) and provide output from applicable tools to the Workday team using a method specified by the Workday team. The Workday team will review provided output and tools and provide feedback to Partner's consultant(s). Partner's project consultant shall be responsible for resolving any issues identified during the review, including any issues identified by Workday. For any issues that cannot be resolved, the Partner Deployment Team shall follow Workday's issue resolution process. A Partner project consultant shall review the checkpoint outcomes with Customer. 2.2 Project Management Reviews. (a) Plan Review. Workday shall review Partner's project planning documents drafted during the Plan stage and the cutover plans detailing Customer's transition to the Service to determine whether the defined scope, tasks, and timelines are reasonable and align to the Workday deployment methodology. (i) Workday's Project Initiation Checkpoint is a detailed review for adherence to the Workday deployment methodology, an achievable schedule, and appropriate resourcing based upon scope and schedule. (ii) The Cutover Plan review is a detailed review of the cutover plan and associated activities. This review shall help confirm that all important areas have been addressed to support a successful cutover to production and roll out of Customer's deployment of the Service in Production. (b) Periodic check -in calls. Workday shall conduct scheduled calls with the Partner Deployment Team and Customer to discuss the overall state of the deployment and determine if the project is continuing to meet expected timelines and activities. (c) Deployment Readin ss Reviews. Workday shall evaluate deployment/operational readiness at the end of each stage leveraging the Workday -delivered review template. (d) Steering Committee. Workday shall participate in Steering Committee meetings. (e) Other Activities. Workday shall participate in additional project -related activities, such as project status meetings, as needed. 3. Conditions 3.1 The parties understand and agree that the reviews and other services provided under this Document shall be performed 100% offsite, unless expressly agreed by the parties in writing. Any onsite work shall be pre -agreed to by both parties in writing. O2022 Workday Order Form (Delivery Assurance) Page 3 of 4 workday. Agreement #381494 -Confidential 3.2 Customer is responsible for the timely coordination of its internal resources and shall facilitate regular participation of the Workday team in regular Steering Committee meetings. If Customer's actions or responsibilities hereunder are delayed or impact Workday's ability to perform the services for any reason, Customer understands and agrees that Workday may delay services, a Change Order may be required, and additional fees may be due. 3.3 The fees due under this Document are based on the deployment scope described in this Document and only cover work performed during the Order Term. Any changes to the scope may impact both the time required to complete the reviews and the total Fees. If Customer desires any changes to the scope, the additional work shall be subject to a separate agreement between the parties. This Document is non - cancelable and Fees are non-refundable. 3.4 Workday may use Workday certified subcontractors to perform some or all of the services performed hereunder. Subcontractors specifically working on the County of Weld project will be pre -approved by County of Weld prior to commencing their work. 3.5 Neither the SLA nor Service Credits apply to this Order Form. 4. Ownership The recommendations, ideas, techniques, know-how, designs, programs, development tools, processes, integrations, enhancements, reviews, guidance, and other technical information provided or developed by Workday in the course of performing the activities contemplated by this Document, or co -developed by the parties hereunder, including all Intellectual Property Rights pertaining thereto are Workday Intellectual Property Rights and Workday Confidential Information. Workday reserves all rights in the content and related Intellectual Property Rights not expressly granted to Customer herein. 5. Warranty and Disclaimer This Document is for consulting services rather than the Service. Accordingly, the warranties and related remedies in the MSA regarding the Service are inapplicable. Instead, Workday warrants that it shall perform its obligations set forth in this Document in a professional and workmanlike manner. As Customer's exclusive remedy and Workday's sole liability for breach of the foregoing warranty, Workday shall correct deficiencies at no additional charge to Customer, provided Customer gives written notice to Workday which describes any deficiencies within thirty (30) days of the performance of the deficient services. In the event Workday is unable to correct the identified deficiencies after good -faith efforts and at a commercially reasonable cost, Workday shall refund Customer prorated amounts paid for the defective portion of the services provided under this Document. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWSE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FORA PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS DOCUMENT. O2022 Workday Order Form (Delivery Assurance) Page 4 of 4 Esther Gesick From: Sent: To: Subject: Sent from my iPhone Begin forwarded message: MaryTruslow Friday, January 13, 2023 9:47 AM Esther Gesick Fwd: needed asap From: Mary Truslow <mtruslow@weld.gov> Date: January 12, 2023 at 11:38:43 AM MST To: Karin McDougal <kmcdougal@weldgov.com>, Esther Gesick <egesick@weldgov.com> Subject: Fwd: needed asap Sent from my iPhone Begin forwarded message: From: Joshua Harman <joshua.sorethharman@workday.com> Date: January 12, 2023 at 10:55:50 AM MST To: Mary Truslow <mtruslow@weld.gov> Cc: Doug Owen <doug.owen@workday.com> Subject: FW: needed asap 33�4�tnSL s Mary, You can provide a copy of our contract and post it to your system. If there is a request for our proposal, that would need redaction. Joshua Soreth-Harman I Assistant General Counsel, GTM Legal I 610-348- 7981 I joshua.sorethharman@workday.com From: Mary Truslow <mtruslow@weld.gov> Sent: Thursday, January 12, 2023 9:28 AM To: Doug Owen <doug.owen@workday.com> Subject: [External Sender] needed asap Doug — the contract is working through the process and will make it to Monday's meeting. We have already started getting FOIA/CORA requests so since your contract has "confidential" on it, we need you to send us a redacted copy that the CTB can put that version into their system — this will be public facing. I will need this by Monday. Mary Truslow Enterprise Resource Planning Project Manager Department of Information Technology Weld County Government 1150 O Street Greeley, CO 80631 tel: 970-400-2518 mtruslow@weldgov.com Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 Contract Form New Contract Request Entity Information Entity Name* WORKDAY INC Entity ID * O00044403 Contract Name" WORKDAY MASTER SUBSCRIPTION AGREEMENT AND CONSULTING AGREEMENT Contract Status CTB REVIEW ❑ New Entity? Contract ID 6612 Contract Lead MTRUSLOW Contract Lead Email mtruslow,,,co.weld.co.us Contract Description* 10 YEAR MASTER SUBSCRIPTION AGREEMENT - 56,063,333 CONSULTING AGREEMENT FOR DELIVERY ASSURANCE - 5160,056 TRAINING: 51 77,075 WITH FIRST YEAR BEING 5722,077 Contract Description 2 Contract Type" AGREEMENT Amount* 58,400,464.00 Renewable* YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGIS O weldgov.com Department Head Email CM- InformationTechnologyGIS- DeptHeadtS,veldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU NTY:ATTO RN EY A WELDG OV.COM Requested BOCC Agenda Date" 01x'16'2023 Parent Contract ID Requires Board Approval YES Department Project # B2200041 Due Date 01,12,2023 Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date 01 16 2023 Termination Notice Period Contact Information Contact Info Contact Name Purchasing Review Date. 10:01 ; 2032 Renewal Date. 01 17:'2033 Committed Delivery Date Expiration Date Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT 01.12;'2023 Approval Process Department Head RYAN ROSE DH Approved Date 01;12 2023 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 01;16x2023 Originator MTRUSLOW Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 01?12!2023 01 12'2023 Tyler Ref # A0011622 I\/30 MEMORANDUM TO: Esther Gesick, Clerk to the Board November 28, 2022 FROM: Ryan Rose, Chief Information Officer SUBJECT: B2200041, RFP for Enterprise Resource Planning (ERP) BOCC Approval Date: November 30, 2022 Bids were received and opened on June 30, 2022 for the RFP for Enterprise Resource Planning (ERP) System. Eight (8) bids were received. After reviewing all responses to understand the details of their proposals and matching their offerings to Weld County's needs, two (2) vendors were requested to provide product demonstrations and Best and Final Offer pricing. The total base RFP price with vendor adjustments range from $9,016,679.00 to $11,951,121.47. Attached is the bid tabulation which outlines the Best and Final Offer RFP pricing. The Information Technology staff along with Weld County Accounting and Human Resource departments, reviewed all of the bids and reviewed products from the above mentioned product demonstrations. Final scoring of the RFP responses is attached. Collaborative Solutions, LLC out of Reston, Virginia and Workday, Inc. out of Pleasanton, California proposed the solution that best meets the required functionality, and scored highest for best meeting Weld County's business needs compared to the other solutions proposed. First year cost will be $3,274,918.49 for the initial cost of the software licenses, plus the first year of implementation. Total five (5) year cost will be $9,016,679.00. With the above information, I recommend the Board award the Enterprise Resource Planning System to Collaborative Solutions, LLC/Workday, Inc. 2072-5M IT0bl1 RFP #B2200041 Enterprise Resource Planning Software, and Implementation/Integration Services Weight Collaborative Collaborative Metaformers Metaformers Solutions Solutions Oracle Grade Oracle Workday Grade Workday Weighted Weighted Tab Vendor Qualifications & Technical Support System Capabilities & Alignment with Business Needs 15% 87.46 13.12 82.50 12.38 40% 88.92 35.57 82.13 32.85 Demonstration 20% 81.72 16.34 77.53 15.51 Technical Architecture & Security 15% 78.60 11.79 73.75 11.06 Proposed Pricing & Licensing Model TOTAL 10% 81.00 8.10 75.00 7.50 100% 84.92 79.30 WELD COUNTY Dept. of Information Technology PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632 E-mail: rrose(a/weldoov.com Phone: (970) 400-2550 Fax: (970) 304-6572 DATE OF BID: 6/30/2022 REQUEST FOR: Enterprise Resource Planning Software, Implementation/Integration Services DEPARTMENT: INFORMATION TECHNOLOGY BID NO: # 82200041 PROJECT NAME: WELD -1307 RFP for Weld County's New ERP PRESENT DATE: 11/16/2022 APPROVAL DATE: 11/30/2022 Vendor Name Product Total Bid Amount Address (includes five year subscription) Collaborative Solutions, LLC 11190 Sunrise Valley Drive, Suite 110 Reston, VA 20191 Workday $9,016,679.00 Metaformers, Inc. 12020 Sunrise Valley Drive, Suite 100 Reston, VA '20191 Oracle $11,951,121.47 ** Bids are being reviewed at this time by dept.** 2022-3208 1T001 oo1 I Hello