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CAG2019-465 - Amendment - Workday, Inc - Renewal Option 2 of 3 - HCMA/Human Capital Management Automation - 11/15/2023
FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 10/13/2023 10/27/2023 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website 06/02/2020 Budget Account Number• Grant? Yes No�✓ 52001770.64260.1800 Budget?❑✓ Yes Type: N/A Vendor Name: Category: Workday, Inc License Vendor Number: Sub-Category: WEE" 2155420 Extension 0 W Project Name: Order Form for Year 5 Workday Renewal 3- Project Details: Order Form to Master Subscription Agreement CAG2019-465 for Year 5 0 P 9 ) Renewal. Council authorized the Mayor to sign contract renewals under the terms of the project contracts within established budgets on 06/02/2020. C Agreement Amount: 290,130.02 Basis for Selection of Contractor: Direct Negotiation *Memo to Mayor must be attached .1111 Start Date: 1 5/2023 Termination Date: 11/14/2024 a Local Business? Yes PINo*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: El Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes 0 No CAG2019-465 Comments: <<Signature on attached order form pg. 3/59>> 0 c Dana Ralph, Mayor 3 0 Date: <<Date on attached order form pg. 3/59>> a a Date Received:City Attorney: 10/13/23 Date Routed:Mayor's Office City Clerk's Office adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 ok4k k_rL___ workday 00420590.0-Confidential ORDER FORM #00420590.0 TO MASTER SUBSCRIPTION AGREEMENT ("MSA") (RENEWAL OPTION 2 of 3) Customer Name City of Kent Workday, Inc. Workday Entity 6110 Stoneridge Mall Road Pleasanton, CA 94588 MSA Effective Date November 14, 2019 Order Effective Date November 15, 2023 Order Term November 15, 2023 through November 14, 2024 Order Term in Months 12 Currency USD Total Subscription Fee 263,515 Payment Payment Due Date A yment Amount 1 Due in accordance with the MSA, invoiced upon Order Effective 263,515 Date Total Payment Amount 263,515 Base Renewal Subscri tion Fee for Order Term (pursuant to the terms of Order Form#196298 Subscription Service IN ne FSE Workers Fee HCM Human Capital Management CCB* Cloud Connect for Benefits USP* Payroll for United States LRN* Learning 712 254,576 MCNF* Media Cloud - No Fee REC* Recruiting TT* Time Tracking * Customer agrees that the number of Additional FSE Workers for these service SKUs will always be equal to the then-current number of Additional FSE Workers for HCM Annual Subscription Fee per Additional FSE Worker by SKU during Order Term JF HCM, CCB, USP, LRN, REC, TT(combined) 357.56 MCNF No Fee Fees for Growth during Order Term Total FSE Workers Subscription Fees Servicelor Start Added New Annual Total _ Rate HCM Human Capital Mana ement CCB Cloud Connect for Benefits USP Payroll for United States 712 25 737 357.56 8,939 LRN Learning MCNF Media Cloud - No Fee REC Recruiting TT Time Tracking Order Form(Renewal Option)-City of Kent ©2019 Workday v19.11 Pagel of 2 workday. 00420590.0-Confidential Customer Contact Information Billing, In Care of Contact Name City of Kent— IT Street Address 220 Fourth Avenue South City/Town, State/Region/County, Zip/Post Code Kent, WA 98032 Country United States Phone/Fax# (253)856-4600 Email (required) ITA@kentwa.gov This Order Form is only valid and binding on the parties when executed by both parties and is subject to the additional terms in the above-referenced MSA and in Order Form #196298. Customer is purchasing the Service that is currently available. All remittance advice and invoice inquiries can be directed to Accounts.Receivable(cDworkday.com. 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 NOVEMBER 14, 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. IN WITNESS WHEREOF, this Order Form is entered into and becomes a binding part of the above- referenced MSA as of the Order Effective Date. City of Kent Workday, Inc. ,2kd1,e 6011m4e, yJulie Gonzalez(Oct 9,2023 22:04 PDT; Signature Signature Julie Gonzalez -alift Ralph Name Name Mayor Senior Vice President,Financial Planning&Analysis Title Title 10/19/2023 Oct 9,2023 Date Signed Date Signed Order Form(Renewal Option)-City of Kent ©2019 Workday v 19.11 Page 2 of 2 8.0 400 KENT DATE: June 2, 2020 TO: Kent City Council SUBJECT: HCMA/Human Capital Management & Automation — Project Budget, Contracts, and Change Orders - Authorize MOTION: Establish a new budget for the HCMA project at $4.39 million; authorize the Mayor to sign all contracts, change orders, and other documents necessary to advance the HCMA project that cumulatively do not exceed the project budget, subject to final terms and conditions acceptable to City Administration and the City Attorney; ratify past actions consistent with this motion; provide that future change orders beyond the project budget, but within the overall City budget, be authorized according to their amended contract values and in accordance with the Kent City Code; and authorize the Mayor to sign contract renewals under the terms of the project contracts within established budgets. SUMMARY: The Human Capital Management and Automation (HCMA) project's primary objective is to systemically resolve the City's human capital management and automation "pay" related business process issues. Focus is placed on fixing and improving Human Resources, Finance, Information Technology, and citywide timekeeping workflows. Supporting this work will include the deployment of a new business system technology platform - Workday, being implemented by Collaborative Solutions, LLC, originally projected not to exceed $2.15 million. The key business driver associated with HCMA is to minimize, and where possible eliminate, sources of systemic process errors by implementing the necessary measures to continually improve end-to-end personnel, employee benefits, scheduling, timekeeping and payroll accuracy. This includes responsive time entry, in-place and post-payroll processing. There are two reasons for the increase in the project budget from the $2.15 million Council established in October 2019 to the $4.39 million sought today: 1) actual contract costs that came in higher than originally estimated, and 2) the reallocation of planned (i.e. not unexpected) costs from other parts of the City budget to the HCMA project budget. The Council is familiar with public works projects, where an engineer or architect estimates the cost, staff bids the project, and the low bid can come in under or over the estimate. In addition, public works projects almost always have change orders that increase costs during the construction phase and therefore the project budget Packet Pg. 28 8.0 usually includes a contingency. Technology projects are similar in that staff estimates the cost, but actual contract costs can come in under or over the estimate, resulting in projects that require change orders. The original estimate for the Workday and Collaborative Solutions contracts was $1.63 million and the actual contract costs came in at $2.79 million. A significant reason for the contracts coming in over the original estimate is the vendors insisted they include not only the cost of the capital project but future annual subscription costs as well (3 full years). Therefore, staff needs to move expenses that were expected to appear in future operating budgets into the HCMA capital project to align with contract amounts. The original estimate for change orders was $200,000 and change orders from inception to date have totaled close to $300,000. The larger of the two change orders moved the "go live" date from October to December 2020, in part due to COVID-19-related scheduling challenges. Other costs beyond ongoing subscriptions that staff did not expect to appear in the project budget last fall include 1) a separate but closely related IT capital project called Telestaff, and 2) costs associated with the IT project manager assigned to the HCMA project. Telestaff at $106,400 integrates with Workday and makes the system work more effectively for work groups with highly complex schedules and pay calculations such as the City's Police Department. The Mayor signed the contract to originally acquire the Telestaff software, but Council approval is needed to authorize the contract provisions that allow future renewals of the software at the contracted for subscription cost. The IT project manager was originally included in the IT operating budget. The position's move into the HCMA capital project budget is part of a larger reallocation that Council approved in the last budget process that moved a portion of all IT project managers from the operating budget to the appropriate capital project budgets consistent with best practices in budgeting. The original project budget also included funds to hire temporary limited term and/or temporary staff to backfill current staff assigned to the project. The estimate for this expense was $320,000 and the actual cost is forecasted at $629,240. This includes partial coverage for the unexpected departure of the City's Accounting and Reporting Manager from the project/Finance department. EXHIBITS: 1. Copies of the applicable change orders for Workday, Collaborative Solutions, and Telestaff are included. The main contracts are voluminous and available upon request. 2. US Communities Purchasing Cooperative Agreement BUDGET IMPACT: The new budget for the HCMA project is being reestablished at $4.39 million. Components of the budget include the Workday product at $982,763, Packet Pg. 29 8.0 Collaborative Solutions' implementation services at $2,106,949 (including all change orders to date), Telestaff at $106,400, staff backfill at $629,240, project management at $160,000, and a contingency of $400,000. Funding will come from a combination of IT Capital Fund Balance, IT Operating accounts along with several other Capital resource funds. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. Collaborative Solutions C01-City of Kent (DOCX) 2. Collaborative Solutions_CO2-City of Kent Revised (002) (DOCX) 3. Kronos_47948 CO - CITY OF KENT, TSG, Telestaff (PDF) 4. USC MICPA 11-8-2018 (PDF) 05/26/20 Committee of the Whole RECOMMENDED TO COUNCIL BY CONSENSUS RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 6/2/2020 7:00 PM Packet Pg. 30 2022-2023 Renewal Info FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: LS/TD Agreement Routing Form DirAsst: • KFor Approvals,Signatures and Records Management Dir/Dep: MC EN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional) W A s H I N G T o N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Daniel Blincoe IT Date Sent: Date Required: c 10/05/2022 10/19/2022 y Authorized to Sign:Q g Date of Council Approval: Q �✓ Mayor or Designee 11/05/2019, 06/02/2020 Budget Account Number: Grant? Yes No�✓ 52001770.64260.1800 Budget?�✓ Yes[:]No Type: N/A Vendor Name: Category: Workday, Inc Contract Vendor Number: Sub-Category: = 2155420 Other 0 R Project Name: Order Form for Year 4 Workday Renewal A. Project Details: Order Form to Master Subscription Agreement CAG2019-465 for Year 4 O P 9 ) = Renewal. Council authorized the Mayor to sign contract renewals under the terms of the project contracts within established budgets on 06/02/2020. C � Basis for Selection of Contractor:Agreement Amount: $280,288.18 Direct Negotiation *Memo to Mayor must be attached Start Date: 11/15/2022 Termination Date: 11/14/2023 Q Local Business? Yes 7No* If meets requirements per KCC 3.70.7 00,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: El Yes ln-Process Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: F—]Yes7No CAG2019-465 Comments: H Cn C C tM �, Vf = O IDC Date Received:City Attorney: 10/6/22 Date Routed:Mayor's Office 10/18/22 City Clerk's Office 10/18/22 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 workday 00370431.0-Confidential ORDER FORM #00370431.0 TO MASTER SUBSCRIPTION AGREEMENT ("MSA") (RENEWAL OPTION 1 OF 3) Customer Name City of Kent Workday, Inc. Workday Entity 6110 Stoneridge Mall Road Pleasanton, CA 94588 MSA Effective Date November 14, 2019 Order Effective Date November 15, 2022 Order Term November 15, 2022 through November 14, 2023 Order Term in Months 12 Currency USD Total Subscription Fee 254,576 Payment Payment Due Date Payment Amount # mom 1 Due in accordance with the MSA, invoiced upon Order Effective 254,576 Date Total Payment Amount 254,576 Base Renewal Subscri tion Fee for Order Term ursuant to the terms of Order Form #196298 Permitted FSE Subscription Fee S U Service Workers HCM Human Capital Management REC* Recruiting MCNF* Media Cloud- No Fee LRN* Learning 712 254,576 USP* Payroll for United States CCB* Cloud Connect for Benefits TT* Time Tracking * Customer agrees that the number of Additional FSE Workers for these service SKUs will always be equal to the then-current number of Additional FSE Workers for HCM Annual Subscription Fee per Additional FSE Worker by SKU duringOrder Term HCM, REC, LRN, LISP, CCB, TT combined 357.56 MCNF No Fee Customer Contact Information Billing, In Care of Contact Name Annette Pape Street Address 220 Fourth Avenue South City/Town, State/Region/County, Zip/Post Code Kent, WA 98032 Country United States Phone/Fax# 253 856-5150 Email (required) a a e kentwa. ov This Order Form is only valid and binding on the parties when executed by both parties and is subject to the additional terms in the above-referenced MSA and in Order Form #196298. Customer is purchasing the Service that is currently available. All remittance advice and invoice inquiries can be directed to Accounts.Receivable anworkday.com. Order Form(Renewal Option)-City of Kent ©2019 Workday v19.11 Pagel of 2 %.`�,� r k" d o f 00370431.0-Confidential 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 NOVEMBER 14, 2022 ("Deadline"). NOTWITHSTANDING THE FOREGOING, WORKDAY RESERVES THE RIGHT TO ACCEPT AN ORDER FORM SIGNED AFTER THE DEADLINE IF IT DEEMS FIT. TO DELIVER THE ORDER FORM TO WORKDAY, PLEASE EMAIL A COPY TO YOUR MAIN CONTACT AS WELL AS TO SIGN EDCONTRACTS(&WORKDAY.COM AND REQUEST CONFIRMATION OF RECEIPT. IN WITNESS WHEREOF, this Order Form is entered into and becomes a binding part of the above- referenced MSA as of the Order Effective Date. City of Kent Workday, Inc. Kinnari Desai 15,2022 11:31 PDT) Signature Signature Dana Ralph Kinnari Desai Name Name Mayor VP, Finance Title Title 10/18/2022 Sep 15, 2022 Date Signed Date Signed Order Form(Renewal Option)-City of Kent ©2019 Workday v19.11 Page 2 of 2 workday® INVOICE Invoice Number: WD-269504 Workday,Inc. Invoice Date: November 15,2022 6110 Stoneridge Mall Road Due Date: December 15,2022 Pleasanton,CA 94588 United States of America Terms: Net 30 Federal Tax ID:20-2480422 PO Number: 171312 Tel:+1 (925)951-9522 Amount Due: USD 280,288.18 Bill To: Ship To: City of Kent City of Kent 220 Foutlh Avenue South 220 Foutlh Avenue South Attn: Information Technology Attn: Information Technology Kent,WA 98032 Kent,WA 98032 United States of America United States of America Memo:Order Form 370431 payment 1 of 1 Item Description Invoice Line Memo Amount Workday Enterprise Cloud Application Subscription Fee 254,576.00 Net Amount 254,576.00 Tax: 25,712.19 Total USD 280,288.19 Total Invoice Adjustments -0.01 Total Remaining USD 280,288.18 (Continued on next page) Please Remit Payments To: Via Electronic Funds Transfer(preferred): Via Mail: Bank:Wells Fargo Bank,Palo Alto,CA WORKDAY, INC. ABA#(Wire): 121 000 248 P.O.Box 886106 ACH#(ACH):321 270 742 Los Angeles,CA 90088-6106 Account#:765-5094592 Account Name:Workday, Inc. Federal Tax ID:20-2480422 Please direct all remittance details and inquiries to accounts.receivable@workday.com Page 1 of 2 Original Contract workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement, effective as of the later of the dates beneath the parties' signatures below ("Effective Date"),is by and between Workday, Inc. ("Workday") a Delaware corporation with offices at 6110 Stoneridge Mall Road, Pleasanton, CA 94588 and City of Kent("Customer" or the"City"),a Washington municipal corporation with offices at 220 Fourth Avenue South, Kent, Washington, 98032. As Workday provides a subscription Service to which Customer intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service.Capitalized terms shall have the meanings ascribed to them in Section I 1 or as otherwise provided in this Agreement. The parties agree as follows: 1. Provision of Service. 1.1 Workday Obligations. During the Term of this Agreement, Workday shall: (i) make the Service and Improvements available to Customer in accordance with the Documentation and the SLA(the version in effect as of the Effective Date is attached as Exhibit"B"and incorporated by this reference)and pursuant to the terms of this Agreement;(ii)not use Customer Data except to provide the Service, or to prevent or address service or technical problems, verify Service Improvements, in accordance with this Agreement and the Documentation, or in accordance with Customer's instructions; and(iii)not disclose Customer Data to anyone other than Authorized Parties in accordance with this Agreement and/or any applicable Laws. Workday will provide service credits to Customer according to the Workday SLA Service Credit Exhibit attached hereto as Exhibit A. 1.2 Customer Obligations. Customer may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Customer is responsible for all Authorized Party use of the Service and compliance with this Agreement. Customer shall: (a)have sole responsibility for the accuracy,quality,and legality of all Customer Data;and(b)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 applicable Laws; (ii) in connection with the Service, send or store infringing, obscene,threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii)knowingly or intentionally send or store Malicious Code in connection with the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or(v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. Customer shall designate a maximum number of named contacts as listed in the applicable Order Form to request and receive support services from Workday("Named Support Contacts"). Named Support Contacts must be trained on the Workday product(s)for which they initiate support requests. Customer shall be liable for the acts and omissions of all Authorized Parties and Customer Affiliates relating to this Agreement. 2. Fees. 2.1 Invoices and Payment. Subscription Service 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. All fees due hereunder(except fees subject to good faith dispute) shall be due and payable within thirty (30) days of invoice date. Workday may send all Customer invoices electronically by email to financeaccounting@kentwa.gov,with a copy via email to the City's project manager as designated by the City. All fees are quoted and payable in United States Dollars and are based on access rights acquired and not actual usage. All remittance advice and invoice inquiries can be directed to Accounts.Receivable@workday.com. In the event of any good faith dispute with regard to all or part of an invoice,the undisputed portion shall be paid as set out above. Upon resolution of the disputed portion, any amounts owed by Customer to Workday shall be paid by Customer and any amounts owed by Workday to Customer shall be credited off Workday's next invoice. 2.2 Non-cancelable and non-refundable. Except as specifically set forth to the contrary under Section 6.2 "Warranty Remedies", Section 7 "Indemnification by Workday", Section 9 "Term and Termination", and under the SLA, all payment obligations under any and all Order Forms are non-cancelable and all payments made are non-refundable. 2.3 Overdue Payments. Any payment not received from Customer by the due date may accrue(except with respect to charges then under reasonable and good faith dispute), at Workday's discretion, late charges at the rate of 1.0%of the outstanding balance per month,or the maximum rate permitted by law,whichever is lower,from the date such payment was due until the date paid. 2.4 Non-Payment and Suspension of Service. If Customer's account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, Workday reserves the right to suspend the Service upon thirty (30)days written notice,without liability to Customer,until such amounts are paid in full. Such notice shall clearly and prominently state that the Service is at risk of suspension and shall not solely take the form of an invoice with an overdue notice. Master Subscription Agreement-City of Kent ©2016 Workday v 16.12 Page 1 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT 2.5 Taxes. This section applies only if Customer has not provided Workday with a tax exemption certificate authorized and honored by applicable taxing authorities that covers all Transaction Taxes. Subscription Services Fees and all other fees invoiced pursuant to this Agreement do not include in its price any transaction taxes,which may include local,state,provincial,federal taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, sales tax (referred to as "Taxes"). Customer is responsible for paying all Taxes imposed on the Subscription Services Fees or any other services provided under this Agreement,excluding U.S.income taxes imposed on Workday. If Workday has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement,the appropriate amount shall be computed based on Customer's address listed in the first paragraph of this Agreement 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 Upon Customer's request,Workday shall cooperate,in good faith,with Customer regarding taxes assessed on any given invoice,including but not limited to discussions regarding which line item(s)in a particular invoice are(or are not)being assessed taxes. Workday is solely liable for any tax obligation arising from Workday's performance of this Agreement.Workday hereby agrees to be responsible for any late interest and penalties arising from Workday's failure to remit the applicable taxes charged on all fees earned pursuant to this Agreement to the relevant tax 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 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. Customer and its Authorized Parties may only use the translated portions of the Service for the number of languages listed in the applicable Order Form. 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;(ii)license,sublicense,sell,resell,rent,lease,transfer,assign,distribute,time share,offer in a service bureau,or otherwise make the Service or Documentation available to any third party,other than to Authorized Parties as permitted herein; (iii)reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation,except to the extent required by Law;(iv)access the Service or Documentation in order to build any commercially available product or service; or(v)copy any features,functions, integrations, interfaces or graphics of the Service or Documentation. 3.4 Ownership of Customer Data. As between Workday and Customer,Customer owns its Customer Data. 3.5 Customer Input.Workday shall have a royalty-free,worldwide,transferable,sub-licensable,irrevocable,perpetual license to use or incorporate into the Service any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input. 4. Confidentiality. 4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement, except with the other party's prior written permission. 4.2 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind,but in no event using less than a reasonable standard of care. To the extent Customer concludes that the Service will include Customer Data that is protected by the Health Insurance Portability and Accountability Act of 1996("HIPAA"),the parties agree to enter into Workday's business associate agreement as mutually agreed to by the parties. Master Subscription Agreement-City of Kent 02016 Workday v16.12 Page 2 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT 4.3 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party,to the extent required by Law, court order or subpoena, shall not be considered a breach of this Agreement, provided the party so compelled provides reasonably prompt prior notice to the other party of such compelled disclosure, to the extent legally permitted. Workday acknowledges that Customer is subject to Washington's Public Records Act,RCW 42.56("PRA")and Workday agrees to reasonably cooperate with the Customer at Customer's cost in satisfying Customer's duties and obligations under the PRA. If the Customer receives a records request under the PRA covering information that Workday has marked and identified as containing Workday Confidential Information,Customer will use its best efforts to provide Workday with notice of the request in accordance with RCW 42.56.540 and no less than ten(10)business days prior to Customer's release of Confidential Information in response to such request, in order to provide Workday time to seek a court order enjoining Customer's release of any requested Confidential Information. Customer may grant Workday a reasonable extension, to the extent allowed by law, so that Workday can adequately assess voluminous materials that may have been requested. If Workday fails to obtain such an order or fails to commence a lawsuit seeking such an order prior to the release date identified in Customer's notice, Customer thereafter may release the asserted Workday Confidential Information without further obligation or liability to Workday under this Agreement or any other agreement,under any applicable law, or otherwise. Workday understands and agrees that Customer will not assert on Workday's behalf any exemption from disclosure under the PRA on the basis that the record contains trade secret,proprietary,or confidential information. 4.4 Remedies. If a party discloses or uses (or threatens to disclose or use)any Confidential Information of the other party in breach of confidentiality protections hereunder,the other party shall have the right, in addition to any other remedies available,to injunctive relief to enjoin such acts,it being acknowledged by the parties that any other available remedies are inadequate. 4.5 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. During the Tern of this Agreement, Workday shall maintain a formal security program materially in accordance with industry standards that is designed to: (i)ensure the security and integrity of Customer Data;(ii)protect against threats or hazards to the security or integrity of Customer Data;and(iii)prevent unauthorized access to Customer Data. Such security program will conform to the Workday Universal Security Exhibit attached hereto ("Security Exhibit") and is further described in Workday's most recently completed Service Organization Control 1 (SOC1) and Service Organization Control 2 (SOC2) audit reports or industry-standard successor reports. The most recently completed,as of the Effective Date,SOC 1 and SOC2 audit reports are referred to as the "Current Audit Reports". Each year, Workday will retain a nationally recognized public accounting firm to produce such an audit report relating to the Service at Workday's cost. In no event during the Term shall Workday materially diminish the protections provided by the controls set forth in Workday's Security Exhibit and the Current Audit Reports. Workday will promptly remediate any material deficiencies identified in the Current Audit Report. Upon Customer's request, Workday will provide Customer with a copy of Workday's then-current SOC 1 and SOC2 audit reports or comparable industry-standard successor report prepared by Workday's independent third party auditor. Workday is self-certified to the EU-U.S. Privacy Shield Framework maintained by the U.S. Department of Commerce ("Privacy Shield") and will remain certified for the Tern of the Agreement provided that the Privacy Shield is recognized by the European Commission as a legitimate basis for the transfer of Personal Data to an entity located in the United States. The Universal Data Processing Exhibit attached hereto (the "Data Processing Exhibit" or "DPE")will apply to the processing of Personal Data(as defined in the Data Processing Exhibit). Workday designs its Service to allow Customers to achieve differentiated configurations, enforce user access controls, and manage data categories that may be populated and/or made accessible on a country-by-country basis. Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent duty to comply with any and all Laws applicable to it. 5.2 Unauthorized Disclosure. If either party believes that there has been a Security Breach,such party must promptly notify the other party,unless legally prohibited from doing so,within forty-eight hours of discovery or any shorter period as may be required by Law. Additionally, each party will reasonably assist the other party in mitigating any potential damage. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it except as such costs may be allocated pursuant to Section 5.3. As soon as reasonably practicable after any such Security Breach that is not clearly attributable to Master Subscription Agreement-City of Kent ©2016 Workday 06.12 Page 3 of 13 workday, 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT 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. 5.3 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 reimburse Customer for the reasonable and documented costs incurred by Customer in connection with the following items:(a)any 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 applicable 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 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 after the date on which such individuals were notified of the unauthorized access or acquisition. NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THE 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 CONTRACTORS. 6. Warranties and Disclaimers. 6.1 Warranties. Each party warrants that it has the authority to enter into this Agreement and,in connection with its performance of this Agreement, shall comply with all Laws applicable to it related to data privacy, international communications and the transmission of technical or personal data. Workday warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation;(ii)the functionality of the Service will not be materially decreased during the Term; and(iii) to the best of its knowledge,the Service does not contain any Malicious Code. Workday further warrants that it will not knowingly introduce any Malicious Code into the Service. Malicious Code, no matter how introduced, will be remedied in accordance with Section 6.2. 6.2 Warranty Remedies. In the event of a breach of the warranty set forth in Section 6.1 (i) or (ii), or upon the discovery of Malicious Code in the Service,(a)Workday shall correct the non-conforming Service at no additional charge to Customer,or(b)in the event Workday is unable to correct such deficiencies after good-faith efforts,Workday shall refund Customer amounts paid that are attributable to the defective Service from the date Workday received such notice through the date of remedy, if any. To receive financial warranty remedies,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,but 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 unable or materially 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)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. 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 the Agreement and Customer elects to terminate the Agreement in accordance with the Section entitled"Termination". 6.3 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/OR RELATED DOCUMENTATION. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Intellectual Property Indemnification by Workday to Customer. Workday shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings("Claims")made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes any third party's Intellectual Property Rights;provided,however,that Customer:(a)promptly gives written notice of the Claim to Workday; (b) gives Workday sole control of the defense and settlement of the Claim (provided that Workday may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Workday, at Workday's cost, all reasonable Master Subscription Agreement-City of Kent 02016 Workday v16.12 Page 4 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT assistance. Workday shall not be required to indemnify Customer to the extent that the alleged infringement arises from: (w) modification of the Service by Customer, its Employees,or Authorized Parties in conflict with Customer's obligations or as a result of any prohibited activity as set forth herein;(x)use of the Service in a manner inconsistent with the Documentation;(y)use of the Service in combination with any other product or service not provided by Workday; or (z) use of the Service in a manner not otherwise contemplated by this Agreement. If Customer is enjoined from using the Service or Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option,to either 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,either option to be provided at no additional cost to the Customer. If neither of the foregoing options is reasonably available to Workday,then use of the Service may be terminated at either party's option and Workday's sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination. 8. Limitation of Liability. 8.1 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (i) WORKDAY'S INDEMNIFICATION OBLIGATIONS IN SECTION 7, (ii) CLAIMS FOR BODILY INJURY, DEATH OR DAMAGE TO TANGIBLE PERSONAL PROPERTY TO THE EXTENT RESULTING FROM WORKDAY'S ACTIONS, (iii) RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, (iv) WORKDAY'S REMEDIATION OBLIGATIONS IN SECTION 5.3;OR(v)CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S (OR WORKDAY'S AFFILIATES' OR THIRD PARTY LICENSORS') AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWENTY-FOUR(24)MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE(OR,FOR A CLAIM ARISING BEFORE THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWENTY-FOUR (24) MONTH PERIOD) OR ONE MILLION DOLLARS, WHICHEVER IS GREATER. 8.2 EXCLUSION OF DAMAGES. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY PURSUANT TO A COURT AWARD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW SUCH DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT,SPECIAL, INCIDENTAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES,HOWEVER CAUSED,OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS AS SET FORTH IN AN ORDER FORM ARE EXCLUDED AS WORKDAY'S LOST PROFITS. 8.3 DIRECT DAMAGES. SUBJECT TO SECTION 8.1 AND NOTWITHSTANDING SECTION 8.2 ABOVE, THE PARTIES AGREE THAT WITH RESPECT TO WORKDAY'S BREACH OF ITS OBLIGATIONS SET FORTH IN THIS AGREEMENT,THE FOLLOWING SHALL BE CONSIDERED DIRECT DAMAGES AND WORKDAY SHALL REIMBURSE CUSTOMER FOR REASONABLE COSTS AND EXPENSES ACTUALLY PAID TO THIRD PARTIES FOR: (i)FINES AND PENALTIES IMPOSED BY GOVERNMENTAL AUTHORITY ARISING FROM SUCH BREACH; AND (ii) LEGAL FEES, INCLUDING REASONABLE ATTORNEY'S FEES,TO DEFEND AGAINST THIRD PARTY CLAIMS ARISING FROM SUCH BREACH AND FOR CLAIMS DEFENDED BY CUSTOMER, AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS ARISING FROM SUCH BREACH. 9. Term and Termination. 9.1 Term of Agreement. The Term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms has expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties. Subscriptions to the Service commence on the date,and are for a period,as set forth in the applicable Order Form. 9.2 Termination. Either party may terminate this Agreement(i)upon thirty(30)days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period;or(ii)immediately in the Master Subscription Agreement-City of Kent 02016 Workday v16.12 Page 5 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event the Agreement is terminated,all Order Forms are simultaneously terminated. Upon any termination by Customer pursuant to this section, Workday shall refund Customer any prepaid fees for the affected Service that were to be provided after the effective date of termination. 9.3 Effect of Termination. Upon any termination of this Agreement, Customer shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service(except as permitted under the section entitled"Retrieval of Customer Data")and Workday Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any undisputed fees accrued or due and payable to Workday prior to the effective date of termination and termination for any reason other than for uncured material breach by Workday shall not relieve Customer of the obligation to pay all future amounts due under all order forms. 9.4 Termination for Lack of Fiscal Funding. Customer is a local governmental entity that relies on funding allocated at the state and local level to fund the Service in the Agreement. Assuming performance by Workday in accordance with the obligations set forth in this Agreement,Customer intends to continue this 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 this Agreement; (b) Customer agrees to use reasonable and lawful means to secure these appropriations. If sufficient funds are not appropriated to Customer for payment under this Agreement for any future fiscal period,then Customer may terminate this Agreement by giving Workday not less than thirty (30) days prior written notice. Upon termination Customer will remit all amounts due and all costs reasonably incurred by 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; Customer will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. There is no penalty to the Customer in the event this provision applies. 9.5 Retrieval of Customer Data. Upon written request by Customer made prior to any expiration or termination of this Agreement,Workday will make Customer Data available to Customer through the Service solely for purposes of Customer retrieving Customer Data for a period of up to sixty (60) days after such request is received by Workday. After such sixty (60) day period, Workday will have no obligation to maintain or provide any Customer Data and shall thereafter,unless legally prohibited,delete all Customer Data by deletion of 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. 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. 9.6 Transition Period before Final Termination. Upon any termination of the Agreement, Workday shall, upon Customer's request, continue to provide the Service to Customer(except where Workday is enjoined)pursuant to the terms of this Agreement for a transitional period of up to three(3)months(the"Transition Period"). Access to the Service during the Transition Period will be subject to the fees set out in the applicable Order Form,prorated on a monthly basis and payable in advance,based on the annual fees for the Service during calendar period of the Transition Period if the Order Form has fees for such calendar period,and for any portion of the Transition Period not covered by pre-negotiated fees on the Order Form,based upon the annual fees for the twelve month period immediately preceding the termination date plus an additional five percent (5%). During the Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer's internal operations. Such cooperation and assistance will 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 breach by Customer, Workday may withhold the provision of transition Services and condition further performance upon(i)payment of undisputed fees then owed,(ii)prepayment of fees for further services, and(iii) receipt by Workday of an officer's certificate from Customer certifying ongoing compliance with the terms of this Agreement during the Transition Period. 9.7 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i)subsection(i)of Section 1.1 "Workday Obligations";(ii)Section 3.2 "Grant of Rights"; and(iii)any Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement. Master Subscription Agreement-City of Kent 02016 Workday v16.12 Page 6 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION 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. Each party shall solely be responsible for payment of all federal, state and local income tax withholding,employment and disability insurance and Social Security and other similar taxes that in each and every case it is required by applicable Law to pay with respect to any compensation or benefits provided by the parties to their respective employees. 10.2 Insurance. Workday will maintain during the entire Term of this Agreement, at its own expense,the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A- VII authorized to do business in the jurisdictions where the Workday services are to be performed. (a) Workers' Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than$1,000,000 per 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 and Computer Security and Privacy Liability coverage)with a limit of no less than$10,000,000 per occurrence and in the aggregate,covering all acts, errors, omissions, negligence,network security and privacy risks, including but not limited to unauthorized access, failure of security,breach of privacy perils,wrongful disclosure,or other negligence in the handling of confidential information,privacy perils, and including coverage for related regulatory defense and penalties; data breach expenses, including but not limited to consumer notification,whether or not required by law,computer forensic investigations,public relations and crisis management firm fees,credit file or identity monitoring or remediation services in the performance of services for Customer or on behalf of Customer hereunder. (e) Crime policy with a limit of no less than$5,000,000 per occurrence and in the aggregate. (f) Excess Liability/Umbrella coverage with a limit of no less than$9,000,000 per occurrence and in the aggregate(such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). 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. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i)personal delivery;(ii)the third business day after first class mailing;or(iii)the second business day after sending by facsimile with telephonic confirmation of receipt. Notices shall be addressed in accordance with the table below. Each party may modify its recipient of notices by providing notice pursuant to this Agreement. To Workday: To Customer: Workday,Inc. City of Kent Master Subscription Agreement-City of Kent 02016 Workday v16.12 Page 7 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT Attn. General Counsel Attn: Mike Carrington,IT Director 6230 Stoneridge Mall Road Information Technology Department Pleasanton,CA 220 41 Avenue South 94588 Kent,WA 98032 10.4 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. 10.5 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that parry's reasonable control and occurring without that parry's fault or negligence, including, but not limited to, acts of God, acts of government,flood,fire,civil unrest,and/or acts of terror. 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. 10.6 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) upon written notice to and 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 all of the terms of this Agreement and all undisputed past due fees are paid in full. 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. 10.7 Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the State of Washington,without regard to its conflicts of laws rules. The parties agree that the rights and obligations of the Parties under this Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for any legal action relating to this Agreement will be in King County, Washington for any state court actions and the Western District of Washington for Federal court actions.Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 10.8 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing,Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties;or(iii)is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction. 10.9 Federal Government End Use Provisions(if applicable). Workday provides the Service, including related software and technology,for federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data)and FAR 12.212 (Software)and, for Department of Defense transactions,DFAR 252.227-7015(Technical Data—Commercial Items)and DFAR 227.7202.3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a"need for"right 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. 10.10 Use by other Entities.The parties agree that other public entities,including state agencies,local governments,local school systems, courts, and public institutions of higher education may utilize the terms of this Agreement to purchase services from Workday. The parties understand that pricing is specific to utilization metrics and the choice of Workday Service components and Master Subscription Agreement-City of Kent 02016 Workday v16.12 Page 8 of 13 workday, 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT that 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 execute its own Order Form which references this Agreement and incorporates it by reference or may,at its option,choose to have a copy of this Agreement executed in its own name. 10.11 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. 10.12 Miscellaneous. (a) Entire Agreement. This Agreement,including all exhibits and addenda hereto and all Order Forms,constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict,the provisions of an Order Form shall take precedence over provisions of the body of this Agreement and over any other Exhibit or Attachment. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification,amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,the provision shall be modified by the court and interpreted so as best to accomplish the 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. (b) E-Verify. Workday agrees that it participates (and will continue to participate during the Term) in the federal E- Verify program (or similar verification program), the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996,8 U.S.C. 1324a. (c) Debarment. Workday acknowledges, by contract signature that, at the date of contract execution, Workday is not under suspension or debarment by the State of Washington,any federal agency or any other individual state government.The parties agree that this section shall be considered a material term of this Agreement. (d) Nondiscrimination. Customer is an equal opportunity employer. Each party will comply, in the running of its business,with all applicable state and federal laws,rules,regulations,and executive orders governing equal employment opportunity, immigration,nondiscrimination, and workplace safety, including but not limited to the Americans with Disabilities Act and drug- free workplace laws. The parties agree that this section shall be considered a material term of this Agreement. (e) Right to Review. During the Term of this Agreement but not more frequently than once per year, Workday shall make available to Customer or its chosen independent third party auditor, for examination only those financial books,records, and files of Workday that are necessary for Customer to verify Workday's charges for the Service provided under any Order Form(s) issued hereunder. Workday shall maintain complete and accurate records as is reasonably necessary to substantiate such charges for six(6)years after the charges have been invoiced. Customer shall provide Workday with reasonable notice prior to conducting such financial audit and the parties shall mutually agree upon the timing of such financial audit which shall be conducted in a manner that is not disruptive to Workday's business operations. Customer will pay for all costs related to such audits. Such right shall not extend to or require on-site audits of Workday's operations or third party hosting facilities, disclosure of any confidential information of any other Workday customer, or Workday's payroll records or other financial records not related to Service fees invoiced to Customer.Notwithstanding the foregoing, Workday understands and agrees that this Agreement is subject to review by any Federal or State auditor. 10.13 Compliance. Master Subscription Agreement-City of Kent ©2016 Workday v16.12 Page 9 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT (a) For purposes of added clarity and in accordance with the obligations already set forth in the first sentence of Section 6.1 above, each party agrees,in connection with its performance of this Agreement, that it shall comply with all Laws applicable to it. (b) Source Code Escrow. Customer will be named as a beneficiary under the escrow agreement("Escrow Agreement")between Workday and Iron Mountain ("Escrow Agent") during the Term of the Agreement. The Escrow Agreement shall govern the maintenance and release of such source code, and Workday agrees to update, enhance, or otherwise modify such escrowed source code promptly upon each release of a new version of the Service. Customer agrees to pay the costs of being a named a beneficiary directly to the Escrow Agent. Customer's right to access and use the source code is subject to Customer's continued compliance in all material respects with the Agreement. Customer shall treat the Source Code as Workday Confidential Information and shall provide the Source Code the security and protection required by this Agreement. Under all circumstances, the Source Code shall remain the property of Workday,and Customer shall only use the Source Code in conjunction with,and to maintain the software to operate the Service consistent with and through the end of the Term of this Agreement,and for no other purpose. (c) City Business and Occupation License. In most cases,contractors will be required to get a business license when contracting with the City, unless allocable exemptions apply. Workday shall obtain a business license if required pursuant to Kent City Code Chapter 5.01 and applicable Law. 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. For Customer, "Affiliate" also means any special district or local government entity within Clark County, Washington to which Customer provides services. "Agreement"means this Master Subscription Agreement,including the Workday Production Support and Service Level Availability Policy(as may be updated from time to time),any exhibits or attachments hereto,and any fully executed Order Form. "Authorized Parties" means Customer's or an authorized Affiliate's Employees and third party providers authorized to access Customer's Tenants and/or to receive Customer Data by Customer(i) in writing, (ii)through the Service's security designation, or (iii)by system integration or other data exchange process. "Confidential Information"means (a)any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Data; and (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 marked and designated by the disclosing party as"confidential" or"proprietary". "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 and Authorized Parties relating to the operation or functionality of the Service. "Documentation"means Workday's electronic Administrator Guide for the Service(formerly known as the User Guide),which for purposes of clarity under the Agreement, the Documentation in effect as of the Effective Date is the "Workday 32 User Guide," which may be updated by Workday from time to time. Any such updates will not materially diminish the functionality and/or performance of the Service. "Employee" or "Worker" means actual or prospective employees, students, consultants, contingent workers, independent contractors, and retirees of Customer and its Affiliates whose active business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased pursuant to an Order Form. The Order Form defines how the Employee count is calculated for subscription fee purposes. Master Subscription Agreement-City of Kent 02016 Workday v16.12 Page 10 of 13 w o r k d Q y. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT "Improvements"means all improvements,updates,enhancements,error corrections,bug fixes,release notes,upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers. "Intellectual Property Rights" means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights,trademarks, trade secrets, patents and other proprietary rights issued,honored or enforceable under any applicable laws anywhere in the world,and all moral rights related thereto. "Law"means any local,state,national and/or foreign law,treaties,and/or regulations applicable to a respective party. "Malicious Code"means viruses,worms,time bombs,Trojan horses and other malicious code,files,scripts,agents or programs. "Order Form" means the separate ordering documents under which Customer subscribes to the Workday Service pursuant to this Agreement that have been fully executed by the parties. "Personal Data"means any information that is related to an identified or identifiable individual and has been provided by Customer or its Affiliates as Customer Data within the Workday Service to enable Workday to Process the data on its behalf "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 applicable Law and(ii)any security breach(or substantially similar term)as defined by applicable Law. "Service"means Workday's software-as-a-service applications 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 Service Fee"means all amounts invoiced and payable by Customer for the Service. "Tenant" means a unique instance of the Service, with a separate set of customer data held by Workday in a logically separated database(i.e.,a database segregated through password-controlled access). "Tenant Base Name" is a naming convention that will be used in all of the tenant URLs provided by Workday, as specified in Customer's initial Order Form subscribing to the Service, and which shall remain constant throughout the Term. "Term"has the meaning set forth in Section 9.1. Master Subscription Agreement-City of Kent ©2016 Workday v16.12 Page 11 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT Documents Agreement Number Master Subscription Agreement(v16.2) MSA#: 00192548.0 Subscription Order Form Order Form#: 00196298.0 Training Order Form Order Form#: 00197166.0 *Delivery Assurance Order Form#: 00197308.0 *Add related agreement number if applicable. 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. THE VALIDITY OF THIS AGREEMENT IS CONDITIONED ON WORKDAY RECEIVING A FULLY SIGNED COPY OF THIS AGREEMENT NO LATER THAN 9:00 PM PACIFIC TIME ON NOVEMBER 15, 2019. TO DELIVER THE AGREEMENT TO WORKDAY, PLEASE EMAIL A SIGNED COPY TO YOUR MAIN WORKDAY CONTACT AS WELL AS TO SIGNEDCONTRACTS@WORKDAY.COM AND REQUEST CONFIRMATION OF RECEIPT. City of Kent Workday,Inc. 220 Fourth Avenue South 6110 Stoneridge Mall Road Kent,Washington,98032 Pleasanton,CA 94558 United States Signature Signature 7DaAc�-VC6:1— 66wif22'IS 51S Robynne D Sisco(Nov 1,2019) Name Name 1 )QCa:--R Robynne D Sisco Title Title Co- President&CFO Date Signed U kk Date Signed Nov 1,2019 ved as to Lega Form by: Approved as to Legal Form by: 1&/(OWha Ci ler est: Master Subscription Agreement-City of Kent 02016 Workday 06.12 Page 12 of 13 workday. 00192548.0-Confidential MASTER SUBSCRIPTION AGREEMENT EXHIBIT A WORKDAY SLA SERVICE CREDIT In the event of a failure by Workday to meet the Service Availability and Service Response minimums as set forth in the SLA, as Customer's sole and exclusive remedy,at Customer's request, Workday shall provide service credits in accordance with the following: a. First month of missed availability or response minimum: The parties shall meet to discuss possible corrective actions b. Second consecutive month: 10%of the Subscription Fee paid for the applicable month for the affected Service application c. Third consecutive month: 20%of the Subscription Fee paid for the applicable month for the affected Service application d. Fourth consecutive month: 30%of the Subscription Fee paid for the applicable month for the affected Service application e. Fifth consecutive month:40%of the Subscription Fee paid for the applicable month for the affected Service application f. Sixth consecutive month: 50%of the Subscription Fee paid for the applicable month for the affected Service application g. More than six consecutive months: Within thirty (30)days of such failure Customer shall have the option to terminate the entire Agreement and upon such termination Customer shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination is effective. h. If more than one of the above(a through g)is triggered,Customer will be eligible for the greater amount for the applicable month only. Credits shall be deducted from subsequent invoices for subscription fees or other fees or,upon expiration or termination of the Agreement,paid to Customer directly. Master Subscription Agreement-City of Kent ©2016 Workday v 16.12 Page 13 of 13 workday. Confidential Exhibit B Workday Production Support and Service Level Availability Policy (SLA) Workday's Software as a Service ("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 communicates Workday's Production Support and Service Level Availability Policy("SLA")with its customers. Capitalized terms,unless otherwise defined herein, shall have the same meaning as in the Workday Master Subscription Agreement. 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—Unplanned Outage—Planned Maintenance) X 100%>99.7% `Total—Planned Maintenance J 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. Workday's current weekly maintenance begins at 2:00 am (Eastern USA) on Saturday;monthly maintenance begins at 6:00 am(Eastern USA)on Saturday;and quarterly maintenance begins at 10:00 am (Eastern USA) on Saturday. All times are subject to change upon thirty (30) days' notice provided in the Workday Community (https:Hcommunity.workday.com) 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 Customer Center (the Workday case management system),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 thirty (30) days' prior notice to Customer on Workday Community (https:Hcommunity.workday.com). Specific information and timelines for Feature Releases and Service Updates can be found on the Workday Community (https:Hcommunity.workday.com). Feature Releases will be performed during a weekend within any Planned Maintenance. ©2019 Workday v19.2 Page 1 of 4 workday. Confidential Exhibit B Workday Production Support and Service Level Availability Policy (SLA) 4. Service Response: Workday's Service Response commitment is: (i)not less than 50%of(online)transactions in one(1) second or less and(ii) not more than 10% in two and a half(2.5) seconds or more. Service Response is the processing time of the Workday Production Tenants in the Workday production data center to complete transactions submitted from a web browser. This Service Response commitment excludes requests submitted via Workday Web Services. The time required to complete the request will be measured from the point in time when the request has been fully received by the encryption endpoint in the Workday Production data center, until such time as 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. 5. 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 twelve (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 one (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 product(s) 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 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 be available within one hour of the escalation. 8. Support Issue Production Severity Levels-Response and Escalation: Workday Response Commitment refers to the period of time from when Customer logs the Production case in the Customer Center until Workday responds to Customer and/or escalation within Workday, if appropriate. Because of the widely varying nature of issues,it is not possible to provide specific resolution commitments. In the event of a Severity Level 1 or 2 issue, if Customer is not satisfied with the progress of the case, Customer may escalate the case to Workday support management using the escalation process defined for Named Support Contacts. Upon escalation, Workday support senior management is notified and a Workday escalation manager is assigned to work with Customer until the escalation is resolved. 02019 Workday v19.2 Page 2 of 4 workday. Confidential Exhibit B Workday Production Support and Service Level Availability Policy (SLA) 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,or processing of candidate applications.No workaround exists. • Workday Response Commitment: Workday will respond within thirty(30)minutes of receipt of case and Workday shall remain accessible for troubleshooting from the time a Severity I issue is logged until such time as it is resolved. • Resolution: Workday will work to resolve the problem until the Service is returned to normal operation. Customer will be notified of status changes. • Escalation: If the problem has not been resolved within one (1) 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 Reslonse Commitment: Customer shall remain accessible for troubleshooting from the time a Severity 1 issue is logged until such time as 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 (1)hour of receipt of case and Workday shall remain accessible for troubleshooting from the time a Severity 2 issue is logged until such time as it is resolved. • Resolution: Workday will work to resolve the problem until the Service is returned to normal operation. Customer will be notified of status changes. • Escalation: If the problem has not been resolved within four(4)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 such time as 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(4)hours of receipt of case. • Resolution: If resolution requires a Workday issue fix, Workday will add the issue fix to its development queue for future Update and suggest potential workaround until the problem is resolved in a future 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 requests for additional information and 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 twenty-four(24)hours of receipt of case. ©2019 Workday v19.2 Page 3 of 4 workday. Confidential Exhibit B Workday Production Support and Service Level Availability Policy (SLA) • Resolution: If resolution requires a Workday issue fix, Workday will add the issue fix to its development queue for future Update and suggest potential workaround until the problem is resolved in a future 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 requests for additional information and 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 (NSC) changes, SLA report and/or general Service inquiries. Questions about product configuration and functionality should be addressed to the Workday Community. • Workday Response Commitment: Workday will respond within twenty-four(24)hours of receipt of case. • Resolution Commitment: Workday will respond to request.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 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/or issues or errors in the Service caused by issues, errors and/or changes in Customer's information systems, customizations, and/or 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 are attributable to (i) Customer's acts or omissions; and(ii) 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. End-of-life announcements will be made not less than eighteen (18) months before the end-of-life of each WWS API. Announcements surrounding the WWS APIs will be communicated through Workday Community or, for Workday Cloud Platform APIs, through the Workday Cloud Platform 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 Cloud Platform ("WCP") under an Order Form, Workday will support WCP in Production Tenants.All WCP 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 WCP Application(s). WCP APIs, features and services may be modified and/or deprecated by Workday in accordance with the WCP Availability Statuses posted on the Workday Cloud Platform developer site at cloud.workday.com. Use of the developer site and all materials therein is governed by the WCP Developer Program Agreement. "WCP Applications"means the customizations, add-ons, extensions and/or other software solutions developed by or for a customer using WCP developer materials. ©2019 Workday 09.2 Page 4 of 4 workday. 00192548.0-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 Integrity. Policies and procedures to ensure the confidentiality, integrity, and availability of Covered Data and to protect it from disclosure, improper alteration,or destruction. 8. Storage and Transmission Security. Security measures to guard against unauthorized access to Covered Data that is being transmitted over a public electronic communications network or stored electronically. 02019 Workday 19.5 Page 1 of 2 workday. 00192548.0 -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 Adjustments. Workday monitors,evaluates,and adjusts,as appropriate,the security program in light of: a) Any relevant changes in technology and any internal or external threats to Workday or the Covered Data; b) Security and data privacy regulations applicable to Workday;and c) Workday's own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements,and changes to information systems. ©2019 Workday 19.5 Page 2 of 2 Jr � workday. 00192548.0—Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT This Universal Data Processing Exhibit ("DPE") is an exhibit to the Agreement between Workday and Customer and sets forth the obligations of the parties with regard to the Processing of Personal Data pursuant to such Agreement. 1. Definitions Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. "Agreement" means the Master Subscription Agreement, the Professional Services Agreement, and Order Forms, including any exhibits or attachments applicable to the Covered Service. "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 Order Form for Audit Program. "Data Controller" means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. "Data Processor"means the entity which Processes Personal Data on behalf of the Data Controller. "Data Protection Laws" means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations, the GDPR, and implementations of the GDPR into national law. "Data Subject"means the person to whom the Personal Data relates. "GDPR"means the General Data Protection Regulation(EU)2016/679. "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 Foundation Tenant Service Terms,the Professional Services Agreement,the Delivery Assurance terms,the Professional Services Addendum, and/or the Consulting and Training Addendum and Amendment. "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 for the relevant Covered Service, accessible through Workday's customer website (currently located at: https://community.workday.com). 02019 Workday v19.6 Page 1 of 5 workday. 00192548.0—Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT 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 and its Affiliates are the Data Controller(s)and Workday is the Data Processor. 2.2 Instructions for Processing. Workday shall Process Personal Data in accordance with Customer's documented instructions. Customer instructs Workday to Process Personal Data to provide the Covered Service in accordance with the Agreement(including this DPE). 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. 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. For the avoidance of doubt, Workday is not responsible for complying with Data Protection Laws applicable to Customer or Customer's industry such as those not generally applicable to online service providers. Customer shall comply with all Data Protection Laws applicable to Customer as a Data Controller. 3. Subprocessors 3.1 Use of Subprocessors. Customer hereby agrees and provides a general prior authorization that Workday and Workday Affiliates may engage Subprocessors. Workday or the relevant Workday Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. Workday shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by Workday. 3.2 Notification of New Subprocessors. Workday shall make available to Customer a Subprocessor List and provide Customer with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, Workday shall provide notice to Customer by updating the Subprocessor List. 3.3 Subprocessor Objection Right. This Section 3.3 shall apply only where and to the extent that Customer is established within the European Economic Area, the United Kingdom or Switzerland 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. Rights of Data Subjects 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, Workday will promptly forward such request to Customer,provided the Data Subject has given sufficient information for Workday to identify Customer. 5. Workday Personnel Workday shall take reasonable steps to 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 02019 Workday v19.6 Page 2 of 5 workday. 00192548.0—Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT DPE, (ii)to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data;and(iii)to be subject to confidentiality obligations which shall survive the termination of employment. 6. Personal Data Breach In the event Workday becomes aware of a Personal Data Breach it shall without undue delay notify Customer in accordance with the Security Breach provisions of the Master Subscription Agreement. 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 Program Workday shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in the Universal Security Exhibit. 8. Audit 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 27001 and ISO 27018 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. In the event that Customer, a regulator, or supervisory authority requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, 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. Additional European Terms 10.1 Privacy Shield. Workday, Inc. is self-certified to and complies with the EU-U.S. and the Swiss-U.S. Privacy Shield Frameworks maintained by the U.S. Department of Commerce and will remain certified for the term of the Agreement. 10.2 Subject-Matter,Nature, Purpose and Duration of Data Processing. Workday will Process Personal Data to provide the Covered Service. The duration of Processing Personal Data shall be for the term of the Agreement. 10.3 Types of Personal Data and Categories of Data Subjects. The types of Personal Data and categories of Data Subjects are set forth in Addendum A hereto. 10.4 Data Protection Impact Assessments 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 27001 and ISO 27018 Certifications will be used to carry out Customer's data protection impact assessments and prior consultations, and Workday shall make such reports available to Customer. To the extent Customer requires additional assistance to meet its obligations under Article 35 and 36 of the GDPR to carry out a data protection impact assessment 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 reasonable assistance to Customer through the Customer Audit Program. 02019 Workday v19.6 Page 3 of 5 workday. 00192548.0—Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT 11. General Provisions 11.1 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 issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates. 11.2 Termination. The term of this DPE will end simultaneously and automatically at the later of(i)the termination of the Agreement or,(ii)when all Personal Data is deleted from Workday's systems. 11.3 Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement,the provisions of this DPE shall prevail with regard to the parties'data protection obligations. 11.4 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. 11.5 Remedies. Customer's remedies(including those of its Affiliates)with respect to any breach by Workday or its Affiliates of the 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(the"Liability Cap").For the avoidance of doubt,the parties intend and agree that the overall aggregate liability of Workday and its Affiliates arising out of,or in connection with the Agreement (including this DPE)shall in no event exceed the Liability Cap. 11.6 Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE. ©2019 Workday v19.6 Page 4 of 5 workday. 00192548.0—Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT ADDENDUM A Data subjects Prospective,current and former employees and other workers,as well as related persons. Categories of data • Prospective,current and former employee data: Such employee data as is necessary for human resources and benefits processing, including name; contact information (including home and work address; home and work telephone numbers;mobile telephone numbers;web address data; instant messenger data; home and work email address); marital status; ethnicity; citizenship information; visa information; national and governmental identification information; drivers' license information; passport information; banking details; military service information; religion information; birth date and birth place; gender; disability information; 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. • Related person's data: 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). 02019 Workday v19.6 Page 5 of 5 workday. 00196298.0-Confidential ORDER FORM#00196298.0 TO MASTER SUBSCRIPTION AGREEMENT("MSA") Customer Name Ci of Kent Workday,Inc. Workday Entity 6110 Stoneridge Mall Road Pleasanton,CA 94588 MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates of the parties' s�natures on the Si afore Document Order Term November 15,2019 through November 14,2022 Order Term in Months 36 Currency USD Total Subscription Fee 720,502 Payment# Payment Due Date Payment Amount 1 Due in accordance with the MSA, invoiced upon Order Effective Date 240,168 _ 2 Due on first anniversary the Order Term start date 240,167 3 Due on second anniverspa of the Order Tenn start date 240,167 Total Payment Amount _ 720,502 Baseline FSE Worker Count by SKU T Baseline FSE Worker SKU Service Count for Order Term HCM Human Capital Management CCB* Cloud Connect for Benefits USP* Payroll for United States 712 _ LRN* Learning MCNF* Media Cloud—No Fee REC* Recruiting TT* Time Tracking * Customer agrees that the number of Additional FSE Workers for the service SKU will always be equal to the then- current number ofAdditional FSE Workers for HCM. Annual Fee per Additional FSE Worker per SKU HCM, CCB, USP, LRN, REC, TT(Combined) 337.31 MCNF No Fee Number of Named Support Contacts* 6 * Named Support Contacts are the contacts that may request and receive support services from Workday and must be trained on the Workday products)for which they initiate support requests. Tenant Base Name* ci.kent.wa.us * Tenant Base Name is the naming convention that will be used in all of the Tenant URLs provided by Workday, which shall remain constant. Subscription Order Form E&G-City of Kent ©2019 Workday v19.5 Page 1 of 12 workday, 00196298.0-Confidential Customer Contact Billing, In Care of Customer Support Information Contact Name Annette Pape Annette Pape Street Address 220 Fourth Avenue South 220 Fourth Avenue South City/Town, Kent,Washington 98032 Kent, Washington 98032 State/Region/County, United States United States Zip/Post Code,Country Phone/Fax# (253)856-5150 (253)856-5150 Email(required) apa a kentwa.gov apape ,kentwa.gov This Order Form is subject to and governed by the MSA. 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.Receivablenaworkday.com. Subscription Order Form E&G-City of Kent C2019 Workday v19.5 Page 2 of 12 workday,. 00196298.0-Confidential ADDITIONAL ORDER FORM TERMS ADDENDUM 1. General. Unless otherwise defined herein,capitalized terms used in this Order Form have the same meaning as set forth in the MSA. References to "annual" or"year" in this Order Form mean the consecutive 12-month period during the Order Term. The Total Subscription Fee during the Order Term only includes use of the Service by up to the maximum stated number of full-service equivalent workers per SKU set forth in the "Baseline FSE Worker Count by SKU"table("FSE Workers").FSE Workers may not be decreased during the Order Term. 2. FSE Workers Calculation. FSE Workers are calculated by categorizing each Customer worker to one of the worker category below,multiplying the Worker number by the applicable percentage rate,and then adding totals for each category of worker. Sample Total FSE Worker Calculation: Worker Category Applicable Applicable FSE Worker Number Percentage Calculation Full-Time Employees 2,000 100.0% 2,000 Part-Time Employees 500 25.0% 125 Associates 100 12.5% 13 Former Workers with Access 0 2.5% 0 Totals: 2,600 2,138 The Service may be used by Customer only for the following categories of Employees/Workers: "Full-Time Employee" is an employee of Customer regularly scheduled for more than twenty hours per week regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Full-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year. "Part-Time Employee" is an employee of Customer regularly scheduled for twenty hours per week or less regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Part-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year. "Associate" is an individual not counted as a Full-Time or Part-Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non-employees including, but not limited to,volunteers and vendors whose Active Records are in the Service. "Former Worker With Access" is a former worker that continues to have access to the Service through the Employee Self-Service features. Static Records related to former Workers may be maintained in the Service but shall be excluded from the calculation of FSE Workers. A"Static Record" is a record in the Service for a Worker with whom Customer has no further relationship as of the Effective Date and to whom Customer has not provided self-service access, and includes former Worker records used solely for historical reference. All other worker records are"Active Records". 3. Growth. Customer must run a report 60 days prior to each anniversary of the Order Term start date to establish the number of Active Records per SKU("Annual Reporting")and report the numbers no later than 30 days prior to the anniversary of the Order Term start date("Annual Reporting Date"). If Customer has any one-time addition of workers (e.g., M&A) that would increase FSE Workers by 5% or more ("Growth Event"), Customer must report the number of additional workers 30 days prior to the date the workers are added to the Service ("Growth Event Reporting Date"). In each case, Customer must report the numbers to subscriptions@workday.com and Workday will determine the extent that the reported numbers exceed FSE Workers by applying the calculation described in Section 2(such excess,"Additional FSE Workers"). Subscription Order Form E&G-City of Kent c02019 Workday v19.5 Page 3 of 12 workday. 00196298.0-Confidential Customer agrees to pay fees for the Additional FSE Workers for each SKU to cover the period from (i) the anniversary of the Order Term start date immediately following the Annual Reporting Date or (ii) the date the workers are added to the Service after a Growth Event Reporting Date, through the subsequent anniversary date (each a"Reporting Period") at the Annual Fee per Additional FSE Worker per SKU set forth above. If there are Additional FSE Workers for the HCM SKU, then such Additional FSE Workers shall also automatically be applicable to any SKU marked with * in the Baseline FSE Worker Count by SKU table. Customer agrees to execute an Order Form documenting the additional fees due pursuant to this section. 4. 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 one-year renewal term("Renewal Term")at the below pricing: First Renewal Term Renewal Term years Annual Renewal Subscription Fees 1st year of Renewal Term Base Subscription Fee x 1.06 "Base Subscription Fee"means the Total Subscription Fee for the Order Term divided by the number of months in the Order Term multiplied by 12. The Annual Fee per Additional FSE Worker per SKU for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fee per year in the table immediately above and averaged over the number of years in the Renewal Term. All fees for the Renewal Term will be paid in equal payments and are due by the first day of each corresponding year of the Renewal Term. If Customer wishes to procure any SKUs or FSE Workers 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. Following the First Renewal Term,Customer may renew its subscription for the Service by notifying Workday prior to the end of the First Renewal Term and Workday will generate a new Order Form for a second single one-year renewal term("Second Renewal Term")at the below pricing: Second Renewal Term Renewal Term years Annual Renewal Subscription Fees 1 st year of Renewal Term Base Subscription Fee of First Renewal Term "Base Subscription Fee of First Renewal Term" means the Total Subscription Fee for the First Renewal Term divided by the number of months in the Order Term multiplied by 12.If Customer incorporates escalating headcount during the First Renewal Term, then the "Base Subscription Fee of First Renewal Term" means the Total Subscription Fee for the last 12 months of the First Renewal Term. The Annual Fee per Additional FSE Worker per SKU for the Second Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fee per year in the table immediately above and averaged over the number of years in the Second Renewal Term. All fees for the Second Renewal Term will be paid in equal payments and are due by the first day of each corresponding year of the Second Renewal Tenn and will be invoiced in accordance with Section 2 (Fees) of the MSA. Renewals will be documented with a new Order Form. If Customer wishes to procure any SKUs or FSE Workers for the Second Renewal Tenn that are not included in the Base Subscription Fee of First Renewal Tenn, fees for those items will be in addition to the fees anticipated under this section and will be set forth in a new Order Form. Following the Second Renewal Tenn, Customer may renew its subscription for the Service by notifying Workday prior to the end of the Second Renewal Term and Workday will generate a new Order Form for a third single one- year renewal term("Third Renewal Term")at the below pricing: Subscription Order Form E&G-City of Kent ©2019 Workday v19.5 Page 4 of 12 1 workday. 00196298.0-Confidential Third Renewal Term Renewal Term years Annual Renewal Subscription Fees 1st year of Renewal Term Base Subscription Fee of Second Renewal Term "Base Subscription Fee of Second Renewal Term" means the Total Subscription Fee for the Second Renewal Term divided by the number of months in the Order Term multiplied by 12. If Customer incorporates escalating headcount during the Second Renewal Term,then the"Base Subscription Fee of First Renewal Term" means the Total Subscription Fee for the last 12 months of the Second Renewal Term. The Annual Fee per Additional FSE Worker per SKU for the Third Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fee per year in the table immediately above and averaged over the number of years in the Third Renewal Term. All fees for the Third Renewal Term will be paid in equal payments and are due by the first day of each corresponding year of the Third Renewal Term and will be invoiced in accordance with Section 2(Fees)of the MSA. Renewals will be documented with a new Order Form. If Customer wishes to procure any SKUs or FSE Workers for the Third Renewal Term that are not included in the Base Subscription Fee of Second Renewal Term, fees for those items will be in addition to the fees anticipated under this section and will be set forth in a new Order Form. "CPI" means the Consumer Price Index rate established by the United States Department of Labor for All Urban Consumers,US City Average,All Items(change in annual average)for the calendar year preceding the beginning of the Renewal Term, if a positive number. Subscription Order Form E&G-City of Kent c02019 Workday v19.5 Page 5 of 12 workday. 00196298.0-Confidential WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM Customer may use only the Service SKUs subscribed to as listed on page 1 of the Order Form. Workday Service SKU descriptions for applications not subscribed to by Customer are provided for reference only and are subject to change. Human Capital Management Workday HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday HCM includes Global Human Resources Management (Workforce Lifecycle Management, Organization Management, Compensation, Business Asset Tracking, Absence, and Employee Benefits Administration) and Global Talent Management (Goal Management, Performance Management, Succession Planning, and Career and Development Planning). Workday HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioning (LDAP/Active Directory). 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. Workday Payroll for US Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for. Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments. Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance,tax filing,check printing,and direct deposit. Workday Payroll for Canada Workday Payroll for Canada supports the creation and management of Payroll for Canadian employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for. Manage worker tax data,payment elections, income withholding orders, and payroll input. Calculate,review/audit, and complete payrolls and settlement runs.Create record of employment data. Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing,check printing,and direct deposit. Workday Payroll for the United Kingdom Workday Payroll for the United Kingdom supports the creation and management of Payroll for United Kingdom employees. Configure earnings, deductions, accumulations, and balances. Manage worker payment elections and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Identify company tax data. Manage worker tax,national insurance,student loan and court order deductions and statutory payments associated to birth and adoption.Manage standard employee tax reporting including RTI. Workday Payroll for France Workday Payroll for France supports the creation and management of Payroll for French employees. Configure earnings, deductions, accumulations, and balances. Calculate, review/audit, and complete payrolls and settlement runs. Manage URSSAF, p6le emploi and ARRCO-AGIRC contributions, loans and advances, and withholding orders deductions.Create and manage Healthcare/Disability/Contingency"Prevoyance"contributions.Manage DSN reporting. Cloud Connect for Third-Party Payroll Cloud Connect for Third-Party Payroll extends Workday HCM by providing integrations to third-party payroll providers and aggregators. Also includes the Payroll Connector (generic integration template that provides a starting point for integration to a third party payroll provider). Subscription Order Form E&G-City of Kent 02019 Workday v19.5 Page 6 of 12 workday, 00196298.0-Confidential 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. Time Tracking Hub Time Tracking Hub supports an organization that requires time data to be collected, calculated, and approved in an external third party time system, and then enables such data to be loaded into Workday solely for reporting,payroll, and billing purposes. Only the following features may be used: Import Time Blocks, Admin Entry Access, Mass Submit/Mass Advance, Payroll/Billing Integration, and Time Reporting. Time Tracking Hub may not be used for collecting, calculating/validating or approving time and no self-service features for employees or managers may be used. 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,initiatives,and work efforts. Project Billing Project Billing enables organizations to bill clients for specific projects. This includes the ability to configure billing rates and rules,to review and approve billable transactions,and to invoice the customer. 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 manage certifications and instructor-led course enrollments, and to gather feedback and analytics relating to the learning experience. Media Cloud 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. 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 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. Subscription Order Form E&G-City of Kent C2019 Workday v19.5 Page 7 of 12 workday, 00196298.0-Confidential 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). Core Financials Workday 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. Planning Workday Planning enables organizations to perform planning, budgeting, and forecasting for workforce and financial purposes. Workday Planning includes the ability to create baseline budgets, planning models, and forecast scenarios. 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. Prism Analytics 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. Prism Analytics Capacity Unit A Workday Prism Analytics Capacity Unit increases the licensed Workday Prism Analytics limits for both Published Data Rows and Data Storage for a particular Tenant for the remainder of the applicable Order Term. Subscription Order Form E&G-City of Kent 02019 Workday v19.5 Page 8 of 12 workday. 00196298.0-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 Permitted FSE Workers in a current Order Form. If and when Learning is available for use by Customer's external users, Customer may elect to purchase such functionality subject to additional fees and applicable terms. 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 agrees to indemnify and hold harmless Workday, its service providers and subcontractors, and its and their Affiliates, from any losses arising out of or relating to any third-party claim concerning Course Content or Customers' violation of the applicable Media Cloud AUPs (defined in the Media Cloud Terms Addendum). 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. 3. Additional Support Location for Workday Learning Customer understands and agrees that Workday may provide support for Learning from Canada, including access to Customer's Tenants in connection with such support. Subscription Order Form E&G-City of Kent ©2019 Workday v19.5 Page 9 of 12 workday. 00196298.0-Confidential WORKDAY MEDIA CLOUD ADDITIONAL TERMS AND CONDITIONS ADDENDUM These Workday Media Cloud Additional Terms and Conditions ("Media Cloud Terms") apply only to Workday's Media Cloud.Unless otherwise defined,capitalized terms used in these Media Cloud Terms have the same meaning as set forth in the MSA. These Media Cloud Terms, which are subject to and governed by the MSA except as otherwise set forth herein,apply to Media Cloud and Media Cloud Content(as defined below). The parties expressly agree that these Media Cloud Terms apply uniquely to Media Cloud and Media Cloud Content and do not in any way amend the terms of 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 Workday Service. Media Cloud components are hosted or delivered by third party service providers using cloud infrastructure. Customer authorizes and grants Workday the rights to use Amazon Web Services, Inc. ("AWS"), International Business Machines Corporation ("IBM") and Akamai Technologies, Inc ("Akamai") as the initial third-party service providers of Media Cloud. Customer understands that Workday may change its Media Cloud service providers or move all or additional portions of Media Cloud into a Workday hosted co-location data center. Prior notice of a change to any new third-party service providers will be provided through Workday's standard customer communication method(i.e. Community posts, customer care notification, etc.). Workday is not required to escrow third party source code that is used in providing the Media Cloud services. 2. Media Cloud Content. Media Cloud Content is Confidential Information subject to the MSA. "Media Cloud Content"means: (a) all video, audio, live stream and packaged e-learning content (such as SCORM, AICC, xAPI, CMI-5 or other formats) (referred to herein as "Packaged Media Content")either(i)uploaded by or for Customer to Media Cloud through any Workday Service application including Workday Drive, (ii) recorded or created by or for Customer within a Workday Service application using any Media Cloud features, or (iii) auto-generated by Media Cloud in connection with(i)or(ii)in this subsection; (b) 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(a); and (c) 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 Workday 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 Workday Service and is not covered under Workday's existing audit reports, any Workday security exhibit(s), data processing terms, or the Workday Customer Audit Program. Workday will 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 may use Media Cloud only in connection with authorized use of Workday Service applications for the benefit of Customer and its Affiliates covered under a current subscription with Workday. Customer agrees to use Media Cloud in accordance with these Media Cloud Terms. Customer is solely responsible for: (a) obtaining and/or verifying it has 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 Workday Service and for the public use of external sites as referenced above;(b)to the extent Customer is not the sole owner of any Media Cloud Content, complying with the content owner's applicable terms of use;(c)complying with and ensuring its Affiliates and all of their users comply with the Media Cloud AUPs (as defined below); (d)complying with and ensuring its Affiliates 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(e)the transfer of personal data or other sensitive data to Media Cloud. Customer further agrees: (i) Media Cloud is not intended for storage or transmission of sensitive personal data or, credit card data,; (ii) to not upload or transmit Protected Health Subscription Order Form E&G-City of Kent ©2019 Workday 09.5 Page 10 of 12 workday. 00196298.0-Confidential Information as defined in 45 C.F.R § 160.103 ("PHI") in or to Media Cloud; and (iii) to indemnify and hold Workday, its service providers and subcontractors, and its and their Affiliates, harmless from any losses arising out of or relating to any third-party claim concerning Media Cloud Content or violation of the Media Cloud AUPs by Customer, its Affiliates or its users. Content provided by Workday and third parties, as well as content catalog listing information, is not part of the Workday Service, and such content may only be used subject to the content provider's terms of use and privacy policies. 5. Media Cloud AUPs. "Media Cloud AUPs" means, collectively: (a) the AWS Acceptable Use Policy applicable to the use of Amazon Web Services' platform, the current version found at http://aws.amazon.com/aup and which is subject to change at the discretion of the service provider; (b) the Akamai Acceptable Use Policy applicable to the use of Akamai's content delivery network, the current version found at https://www.akamai.com/us/en/privacy-policies/acceptable-use-policy jsp and which is subject to change at the discretion of the service provider; and(c) Workday's Learning and Media Cloud AUP, the current version found at https:Hcommunity.workdgy.com/aup-learning and which is subject to change at the discretion of Workday. Workday may suspend Customer's access to Media Cloud at any time if Workday reasonably believes that Customer has or intends to violate these Media Cloud Terms, which may include instances where Workday or its suppliers reasonably believes that Customer has or intends to violate the Media Cloud AUPs. 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. Customer agrees that any such suspension or termination will not be deemed a breach of the MSA by Workday. Customer agrees to cooperate with Workday and its service providers in the investigation of any actual or alleged violation of any Media Cloud AUP. 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 has implemented and will maintain appropriate technical and organizational measures designed to protect Media Cloud Content against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to, as set forth in the Workday Universal Security Exhibit at www.workday.com/content/dam/web/en-us/documents/legal/workday-universal-security-exhibit.pdf (the "Workday Universal Security Exhibit"). Media Cloud, including the AWS, IBM, and Akamai operations and facilities, are not covered under any of Workday's existing audit reports. Primary storage of Media Cloud Content is on AWS, which employs encryption at rest for Media Cloud Content, taking into account available technology. Currently, Media Cloud Content and Packaged Media Content User Interaction Data that traverses through Akamai uses Transport Layer Security (TLS). Media Cloud Content and Packaged Media Content User Interaction Data is not encrypted at rest when temporarily cached in Akamai in connection with content delivery. For the avoidance of doubt, Media Cloud Content (including, but not limited to, Packaged Media Content) will not be considered Customer Data(or equivalent term in the MSA). 8. Data Processing Terms. All Personal Data(as defined in the Workday Universal DPE)will be processed in accordance with the Workday Universal Data Processing Exhibit at www.workday.com/content/dam/web/en- us/documents/legal/workday-universal-data-processing-exhibit.pdf (the "Workday Universal DPE"). Workday's EU Access Policy does not apply to Media Cloud. 9. Support. Customer understands and agrees that(a) Workday may provide support for Media Cloud from Canada, in addition to other Workday support locations, including access to Customer's Media Cloud Content in connection with such support and(b)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 shall be solely responsible and shall indemnify and hold Workday its service providers and subcontractors, and its and their Affiliates, harmless from any and all losses arising out of or relating to Customer's use of any such third party tool or website. Subscription Order Form E&G-City of Kent 02019 Workday 09.5 Page 11 of 12 workday. 00196298.0-Confidential 10. Media Cloud Term and Termination.Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendum is attached(the "Order Form"), 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 (the "Term"). If Customer's right to use the Learning Service has expired or terminated, 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: (a) Customer shall immediately cease accessing and otherwise utilizing Media Cloud; (b) Customer will no longer provide any Media Cloud Content; and(c)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 shall survive any termination or expiration of these Media Cloud Terms. Customer understands that Media Cloud Terms must be in place for Customer to use certain features of other Workday Service applications,such as Learning. Subscription Order Form E&G-City of Kent 02019 Workday v19.5 Page 12 of 12 workda 00197166.0 - Confidential ORDER FORM#00197166.0 TO MASTER SUBSCRIPTION AGREEMENT("MSA") Customer Name City of Kent Workday,Inc. Workday Entity 6110 Stoneridge Mall Road Pleasanton,CA 94588 MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates of the parties' signatures Currency USD . _ _ Total Training Fees 102,110 Payment# Ott �a e,.. j 1 Due in accordance with the MSA,invoiced upon Order Effective Date 75,110 2 Due on first annivers of the Order Term start date 13,500 3 Due on second annivers4a of the Order Term start date 13,500 Total Payment Amount 102,110 SKU Training Offering Price Per TC Quantity _ TraninEees ____ __ 1 TC _ Training Credits(prepaid) _ 610 101 1 61,610 SKU Training Offering Quantity Annual Rate Q LOD Fees for Order Term LODTECHIO Learn On-Demand—Cross-Application 5,000 1 15,000 Technology Library 10 Initial Users LODPAY 10 Learn On-Demand-Payroll/Absence/Time 5,000 1 15,000 Tracking Library 10 Initial Users LODHCM 10 Learn On-Demand—HCM Library 10 5,000 1 15,000 Initial Users Less One-Time Discount (4,500) Total LOD Fees for Order Term 40,500 LOD Order Term:November 15,2019 through November 14,2022 The link to the LOD offering will be delivered to the respective LOD Named User designated below. The Customer is responsible for providing accurate email addresses below. Customer Contact ' Information Billing,In Care of LOD Named User/Training Coordinator Contact Name Annette Pape ( Annette Pape Street Address 220 Fourth Avenue South f 220 Fourth Avenue South City/Town, t Kent Washington 98032 Kent Washington 98032 State/Region/ United States United States Zip/Post Code Country Phone/Fax# 253-856-5150 253-856 5150 Email (required) apape@kentwa.gov =apape@kentwa.gov This Order Form is subject to and governed by the MSA. The parties further agree to the terms in the attached Addendum.All remittance advice and invoice inquiries shall be directed to Accounts.Receivablegworkday.com. Order Form(Training)-City of Kent ©2019 Workday v 19.5 Page 1 of 3 workday. 00197166.0 - 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. 1. Training Terms. The Training Credits purchased under this Order Form expire eighteen(18)months from the Order Effective Date. Each Training Credit may be used for either:(i)one day of in person attendance for one attendee to a Workday classroom training course at a designated Workday facility,(ii)one day of in person attendance for one attendee to a Workday instructor-led onsite training course at a Customer facility, or (iii) two days of virtual (online remote) attendance for one registered attendee to a Workday virtual instructor-led training course. The registered attendee shall not permit others to participate. Customer may not register for and apply Training Credits to training until such Training Credits are purchased pursuant to an Order Form. Customer may not retroactively apply subsequently purchased Training Credits to training for which registration occurred before the applicable Order Effective Date. If Customer registers for training without an adequate prepaid Training Credit balance, Workday list prices will apply. The number of Training Credits required for an attendee to attend a specific course varies by the duration of the course(in days). Specific offerings and the requisite number of Training Credits for attendance are set forth in Workday's current training catalog. Any Customer request for a cancellation of a class enrollment must be submitted as a Training Case via the Customer Center by the Customer Training Coordinator at least seven (7)full calendar days prior to the scheduled start date of the class. Cancellation requests received less than seven(7)calendar days prior to the scheduled start date will not be honored and are subject to the full training fee. 2. Training Credit Bulk Purchase Option. 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.Any a la carte training purchases, including purchases of courses from the Learning Management System(LMS)course list,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 T� Rate Per Training Credit 0—25 USD$700 26—50 USD$680 51 —75 USD$660 76— 100 USD$635 101-249 USD$610 250+ USD$585 3. On-Site Training Terms. On-site training at Customer's site is subject to Workday's approval and the following terms. Customer will provide the required training facility in accordance with the Workday-provided specifications for room set-up, hardware and Internet connectivity requirements. Each attendee will have an individual workstation complete with Internet connectivity. On-site training fees will be billed in advance or Customer may utilize Training Credits purchased on a previous Order Form if fully paid. In addition to the applicable fees for the Training Credits,Customer will be responsible for the reasonable and actual travel and living expenses incurred by the instructor(s)which will be invoiced after the session. On- site training not completed in the period scheduled will not be refunded,nor will it be applied to any other Workday service offering. The minimum and maximum number of students for any on-site training is thirteen(13)minimum and eighteen(18) maximum. 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. Library offerings currently include: (i) "HCM", (ii) "Cross Application Technology",(iii)"Financials",(iv)"Workday Payroll",and(v)"Education&Government". A"Named User" is an eligible Employee of Customer for which Customer has provided Workday a valid name and e-mail address. Each Named User will be assigned a password granting the Named User access to the LOD. Named Users may not be substituted without Order Form(Training)-City of Kent 02019 Workday v19.5 Page 2 of 3 workday. 00197166.0 - Confidential the prior written consent of Workday,which will not be unreasonably withheld. Each Named User may access all of the LOD content within a specific Library during the stated number of years above. 5. Miscellaneous Training Terms. Workday training is for use by Customer Employees and Authorized Parties 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 classes and courses may not be videotaped,recorded,downloaded or duplicated without Workday's prior written consent. This Order Form is non-cancelable and associated fees are non-refundable and non-transferable, and cannot be used as a credit toward any other amounts due to Workday. Customer will pay for all classroom and virtual training courses attended by Customer's Employees and Customer's Authorized Parties. Workday may utilize an external learning management system for training enrollment and tracking of course attendance. Customer understands that any such system is not part of the Workday Service. Order Form(Training)-City of Kent 02019 Workday v 19.5 Page 3 of 3 dd wor .k y 00197308.0-Confidential ORDER FORM #00197308.0 TO MASTER SUBSCRIPTION AGREEMENT("MSA") DELIVERY ASSURANCE—(FIXED FEE) Customer Name City of Kent Workday Entity Name Workday, Inca 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 Twelve(12)month period beginning on the Order Effective Date Currency USD Total Consulting Fees $60,476 _ Payment# Invoice Date Invoice Amount 1 Invoiced upon Order Effective Date $15,119 2 January 31,2020 $15,119 3 April 30,2020 $15,119 4 July 31,2020 $15,119 SKU Consulting Engagement Type DA Delivery Assurance Checkpoint Reviews DAPM Delivery Assurance Project Management Reviews Product Components in Scope for Compensation;Benefits;Absence Management;Human Capital Delivery Assurance Management;Recruiting;Payroll-US;Time Tracking;Learning; Customer Contact Information Billing,In Care of Contact Name Annette Pape Street Address 220 Fourth Avenue South City/Town, State/Region/County, Kent, Washington, Zip/Post Code, 98032, Country United States Phone/Fax# 253-856-5150 Email (required) apape(aykentwa.gov ©2019 Workday v19.9 Page 1 of8 Order Form(Delivery Assurance)-City of Kent workday. 00 1 97308.0-Confidential This Order Form(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 MSA (the "Agreement") 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 the Agreement,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 the Agreement. Professional Services and Scope.This Document describes the Workday's delivery assurance Professional Services that Workday will 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. This Document is for Workday's delivery assurance consulting services to be provided during the Order Term on a fixed fee basis. The fixed fee amount does not include related travel and expenses. The Total Consulting Fee set for above will be invoiced based on the payment schedule above. Expenses will be invoiced on a monthly basis as incurred. Invoices are due in accordance with the Agreement. 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 professional services provided hereunder, or(ii) the termination of the Agreement. Either party may terminate this Document for cause on the same terms as it may terminate the Agreement for cause. Upon receipt of any notice of termination,Workday shall immediately cease performance of all services and Customer shall pay Workday within thirty (30) days after the date of termination for all 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 Master Subscription Agreement or any Order Forms thereto. ©2019 Workday v19.9 Page 2 of 8 Order Form(Delivery Assurance) -City of Kent workday. 00197308.0-Confidential ADDENDUM A ADDITIONAL TERMS—DELIVERY ASSURANCE 1. General As part of Workday's delivery assurance consulting services("Delivery Assurance"or"DA"),one or more Workday DA reviewers(each, a"DA Reviewer")and other Workday Consultants(with the DA Reviewer, collectively,the"Workday DA Team")will validate that Customer's deployment of the Workday Service, as performed by a Workday service partner ("Partner"), adheres to Workday's deployment methodology and configuration standards.Unless otherwise defined herein,capitalized terms used in this Document have the same meaning as set forth in the Agreement. 2. Description of Delivery Assurance Services 2.1 Configuration Checkpoint Reviews. a) Testing Tenant. This is the Workday DA Team's detailed review of the configuration of Customer's tenant that will be used for end-to-end testing.The Workday DA Team will review the configured application and document the findings for review by the Partner Project Consultant(s) and Project Manager responsible for Customer's deployment of the Workday Service(collectively,the"Partner Deployment Team"), as well as Customer. The Workday DA Team will utilize proprietary tools in the performance of these reviews wherever possible. i) Workday's Configuration Review Template corresponding to each functional DA area in scope for the project will be completed by a Partner Project Consultant and reviewed by the DA Reviewer. ii) The DA Reviewer will complete the corresponding sections of the Configuration Review Template and will provide feedback to the Partner Project Consultant. iii) The Partner Project Consultant will be responsible for resolving any issues identified by the Workday DA Team. For any issues that cannot be resolved,the Partner Deployment Team will follow Workday's Issue Resolution process. iv) A Partner Project Consultant will discuss the checkpoint outcomes with the Customer and deliver the completed Configuration Review Template to the Customer. b) Pre-Production Tenant. This is the Workday DA Team's detailed review of the configuration of the Customer pre-Production tenant before it is moved into Production. The Workday DA Team will review the pre-Production tenant and document the findings for review by the Partner Deployment Team, as well as Customer. This review serves as a final pre-Production review of the tenant configuration. The Workday DA Team will utilize proprietary tools in the performance of these reviews wherever possible. i) Workday's Configuration Review Template corresponding to each functional DA area in scope for the project will be completed by a Partner Project Consultant and reviewed by a DA Reviewer. ii) The DA Reviewer will complete the corresponding sections of the Configuration Review Template and will provide feedback to the Partner Project Consultant. iii) The Partner Project Consultant will be responsible for resolving any issues identified by the Workday DA Team. For any issues that cannot be resolved,the Partner Deployment Team will follow Workday's Issue Resolution process. ©2019 Workday v19.9 Page 3 of Order Form(Delivery Assurance)-City of Kent workday. 00197 3 08.0-Confidential iv) The Partner Project Consultant will discuss the checkpoint outcomes with the Customer and deliver the completed Configuration Review Template to the Customer. 2.2 Integration Checkpoint Reviews. Only integrations that are within the scope of the DA that are built for the Customer by the Partner(each a"Partner-Built Integration")or by Workday(each a"Workday- Built Integration")qualify for the following Delivery Assurance reviews by the Workday DA Team. a) Architect Stage (Approach Review). For all Partner-Built Integrations and Workday-Built Integrations in scope,the Workday DA Team reviews the approach to building the integration. The Workday DA Team's review of the integration approach occurs during the Architect Stage of the project to validate that the integration is architected with best practices in mind. The Workday DA Team then discusses the integration approach in a meeting with the Partner Deployment Team, as well as Customer. The Workday DA Team's review of the integration approach includes activities such as reviewing the integration approach for functional use cases, data mapping, performance, and scalability. The Workday DA Team's review is performed prior to the Build Stage, although prototyping may occur during the Architect Stage. The Workday DA Team will utilize proprietary tools in the performance of these reviews wherever possible. i) The Partner Project Consultant will identify all Partner-Built Integrations and Workday-Built Integrations that are in scope and log each integration in Workday's project tracking system for review by the DA Reviewer. ii) Workday's Integration Review Template for integrations in scope of the project will be completed by the Partner Project Consultant and reviewed by the DA Reviewer. iii) The Partner Project Consultant will be responsible for resolving any issues identified by the Workday DA Team. For any issues that cannot be resolved,the Partner Deployment Team will follow Workday's Issue Resolution process. iv) The Partner Project Consultant and DA Reviewer will discuss the checkpoint outcomes with the Customer, and the Partner Project Consultant will deliver the completed Integration Review Template to the Customer. b) Test Stage. For Partner-Built Integrations and Workday-Built Integrations, the Workday DA Team reviews all Partner-Built Integrations and Workday-Built Integrations in scope. The integration compliance (build)review occurs early in the Test Stage of the project to validate that any concerns identified during the review can be remedied and tested prior to moving the integrations into Production. The integration compliance(build)review is a diagnostic review of integrations in scope and includes the review of important configuration components that have been highlighted through Workday's deployment history. The Workday DA Team will utilize proprietary tools in the performance of these reviews wherever possible. i) A Partner Project Consultant will identify all partner-Built Integrations and Workday-Built Integrations that are in scope and log the integrations in Workday's project tracking system for review by Workday's centralized Delivery Assurance Support Team. ii) The Partner Project Consultant will complete Workday's Integration Review Template. iii) The Delivery Assurance Support Team will review and document comments in the Integration Review Template and update the status in Workday's project ©2019 Workday v19.9 Page 4 of 8 Order Form(Delivery Assurance)-City of Kent workday. 00197308.0-Confidential tracking system as the Partner Project Consultant works to resolve any issues,until the checkpoint status is marked complete by the Delivery Assurance Support Team. iv) The Partner Project Consultant will discuss the checkpoint outcomes with the Customer,and the Partner Project Consultant will deliver the completed Integration Review Template to the Customer. 2.3 Authentication Checkpoint Review.Only if an Authentication Compliance Review has not previously been conducted for the Customer and integrations are in scope for the deployment. a) Test Stage. The Workday DA Team reviews the authentication configuration. The authentication compliance review occurs early in the Test Stage of the project to validate that any concerns identified during the review can be remedied and tested prior to moving to Production. The authentication compliance review is a diagnostic review of the authentication in scope and includes the review of important configuration components that impact authentication.The Workday DA Team will utilize proprietary tools in the performance of this review wherever possible. i) The Partner Project Consultant will complete Workday's Authentication Review Template. ii) Workday's centralized Delivery Assurance Support Team will review and document comments in the Authentication Review Template and update the status in Workday's project tracking system accordingly as the Partner Project Consultant works to resolve any issues,until the checkpoint status is marked complete by the Delivery Assurance Support Team. iii) The Partner Project Consultant will discuss the checkpoint outcomes with the Customer, and the Partner Project Consultant will deliver the completed Authentication Review Template to the Customer. 2.4 ReportingCheckpoint heckpoint Review. a) Test Stage. The Workday DA Team reviews the structure of custom reports that will be regularly used on a post-Production basis. The reporting compliance review occurs during the Test Stage of the project to validate that any concerns identified during the review can be remedied and tested prior to moving to Production. The reporting compliance review is a diagnostic review of the custom reports in scope and includes the review of important structural and performance considerations that have been highlighted through Workday's deployment history.The Workday DA Team will utilize proprietary tools in the performance of this review wherever possible. i) The Partner Project Consultant will complete the Reporting Review Template. ii) Workday's centralized Delivery Assurance Support Team will review and document comments in the Reporting Review Template and update the status in Workday's project tracking system accordingly as the Partner Project Consultant works to resolve any issues,until the checkpoint status is marked complete by the Delivery Assurance Support Team. iii) The Partner Project Consultant will discuss the checkpoint outcomes with the Customer,and the Partner Project Consultant will deliver the completed Reporting Review Template to the Customer. C2019 Workday v 19.9 Page 5 of 8 Order Form(Delivery Assurance)-City of Kent workday 00197308.0-Conf dential 2.5 Delivery Assurance Project Management Reviews. a) Plan Reviews. Workday's Delivery Assurance Manager will review the Partner's project planning documents drafted during the Plan Stage and the cutover plan detailing the Customer's transition to the Workday 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 Methodology,an achievable schedule,and appropriate resourcing based upon scope and schedule. A. The Partner Project Manager will complete and provide copies of Workday's Project Initiation Template, and of Partner's Project Plan, Tenant Management Plan and Scope Document. B. The Partner Project Manager will attach the documents to Workday's project tracking system and update the Delivery Assurance checkpoint status. C. The centralized Workday DA Support Team will review the documents for completeness and will perform Delivery Assurance checkpoint administration. D. The Workday Delivery Assurance Manager will review the documents in detail and will complete the Delivery Assurance process. E. The Workday Delivery Assurance Manager will provide feedback on the review of schedule, resources, scope and risk and deliver the completed document to the Partner Project Manager and Customer. ii) The Cutover Plan review is a detailed review of the cutover plan and associated activities. This review will help confirm that all important areas have been addressed to support a successful cutover to production and roll out of the Customer's deployment of the Workday Service in Production. A. The Partner Project Manager will complete the Cutover Plan including timeline of activities, tenant information, roles and responsibilities, logistics,and communications. The Cutover Plan should be developed in conjunction with the Customer's own Project Team. B. The Partner Project Manager will attach the documents to the Workday project tracking system and update the Delivery Assurance checkpoint status. C. The Workday Delivery Assurance Manager will review the documents and complete the Delivery Assurance process. D. The Workday Delivery Assurance Manager will provide feedback to the Partner Project Manager,who will deliver the completed document to the Customer. C2019 Workday v19.9 Page 6 of Order Form(Delivery Assurance)-City of Kent workday. 001973 08.0-Contidential b) Periodic check-in calls. Workday's Delivery Assurance Manager will conduct scheduled calls with the Partner Deployment Team and the Customer to discuss the overall state of the deployment and determine if the project is continuing to meet expected timelines and activities. c) Deployment Readiness Reviews. i) The Partner Project Manager and Customer will complete the Deployment Readiness Review Checklist toward the end of each of the five deployment stages in Workday's standard deployment methodology. ii) The Workday Delivery Assurance Manager will review and comment on the Deployment Readiness Review Checklist and provide recommendations based upon Workday's standard deployment methodology. iii) The Workday Delivery Assurance Manager will discuss the checkpoint outcomes with the Partner Project Manager and Customer and deliver the completed Deployment Progress Review Checklist to the Customer after each deployment stage. d) Other Activities. Workday's Delivery Assurance Manager will participate steering committee meetings and 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 will be performed 100%offsite.Any onsite work will be pre-agreed to by both parties in writing. 3.2 Customer is responsible for the timely coordination of its internal resources as necessary. 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 Document 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 will be subject to a separate Document. This Document is non-cancelable and fees are non-refundable. 3.4 Workday Certified Subcontractors.Workday may use Workday certified subcontractors to perform some or all of the services performed hereunder. 4. Ownership The recommendations, ideas, techniques, know-how, designs, programs, development tools, processes, integrations, enhancements, and other technical information developed by Workday in the course of performing the activities contemplated by this Document, including without limitation conducting the reviews and providing guidance,or co-developed by the parties hereunder,including all Intellectual Property Rights pertaining thereto are Workday Intellectual Property Rights. 5. Warranty and Disclaimer This Document is for professional services rather than the Service. Accordingly, the warranties in the Agreement are inapplicable. Instead, Workday solely warrants that it will perform its obligations in this ©2019 Workday v19.9 Page 7 of 8 Order Form(Delivery Assurance)-City of Kent workdoy. 00197308.0-Conedential 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 prompt written notice to Workday which describes any deficiencies. In the event Workday is unable to correct such 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 OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS DOCUMENT. 02019 Workday v19.9 Page 8 of 8 Order Form(Delivery Assurance) -City of Kent