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HomeMy WebLinkAboutAvaap USA LLC; 2025-04-29;Avaap/Client MSA v05.2022 Page 1 of 13 Master Services Agreement This Master Services Agreement (this “Agreement”) is made and entered into as of ____________ (“Effective Date”), by and between Avaap U.S.A. LLC (“Avaap”), a Delaware limited liability company with its principal offices located at 1400 Goodale Blvd, Suite 100, Columbus, Ohio 43212, and City of Carlsbad (“Client”), a municipal corporation organized under the laws of California, with its principal offices located at 1200 Carlsbad Village Dr. Carlsbad, CA 92008. This Agreement determines the rights and obligations of the Parties in relation to the Services (as defined below) provided to Client. In consideration of the promises and mutual covenants and obligations hereinafter set forth, the Parties hereto agree as follows: 1.Background and Definitions. Subject to the terms of this Agreement, Avaap agrees to provide the Services to Client for the fees described in each applicable Statement of Work (as defined below). The following defined terms are in addition to the definitions contained in each applicable Statement of Work: 1.1. “Parties” shall mean, collectively, Avaap and Client. 1.2. “Party” shall mean each of Avaap and Client, individually. 1.3. “Avaap Consultant” shall mean an Avaap employee or other individual engaged by Avaap to perform the Services. 1.4. “Avaap Materials” means all documentation, materials, methodologies, techniques, ideas, concepts, trade secrets and know-how embodied in the Service Deliverables or developed or supplied in connection with the Service Deliverables. 1.5. “Intellectual Property Rights” means all copyrights, patent rights, confidentiality rights, trade secret rights, trademark rights, and any other form of intellectual property rights existing as of the Effective Date or created in the future. 1.6. “Services” meaning training, implementation, development, consulting, customization, staff augmentation, or any other consulting services provided by Avaap under this Agreement and detailed in a Statement of Work. 1.7. “Service Deliverable” means specific work product to be delivered to Client and identified in a Statement of Work, including but not limited to: configuration, processes, workflow, security roles, integrations, and reports. 1.8. Statement of Work” or “SOW” means a written document executed by the Parties from time to time enumerating and describing the Services to be provided by Avaap. Each such SOW will contain a description of the tasks to be performed by Avaap, duration, references to the appropriate specifications for any Service Deliverables, delivery schedule, project site, estimated resources as needed, compensation terms and any other information deemed necessary by the Parties. 1.9. “Taxes” means any value-added, sales, use, excise, duties or other taxes, including interest and penalties, applicable to, or that are levied or assessed by a governmental authority because of, Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548 ATTACHMENT ADocusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 04/29/2025 Avaap/Client MSA v05.2022 Page 2 of 13 this Agreement, excluding: (a) taxes for which Client provides Avaap a valid tax exemption or resale certificate, (b) taxes based on Avaap’s net income, property or employees. 2. Services. From time to time during the term of this Agreement, Client may request Services from Avaap, and Avaap, in its sole discretion, may agree to provide such Services in accordance with mutually agreed-upon SOWs. Once executed by Avaap and Client, each SOW shall be binding upon the parties hereto and subject to this Agreement. Each SOW shall specifically reference this Agreement and shall specify the details of the particular Services to be performed under the SOW. All rights and obligations of Avaap and Client hereunder shall be deemed to apply to each SOW as if fully set forth therein. 2.1. In the event of any conflict between the terms of this Agreement and the terms of any SOW, the terms of this Agreement shall control. Notwithstanding the immediately preceding sentence, in the event that an SOW expressly provides that certain provisions therein shall control over specified provisions of this Agreement, then, to the extent that such provisions of the SOW conflict with the specified provisions of this Agreement, such provisions of the SOW shall control. 2.2. Notwithstanding any other provision of this Agreement or any SOWs, all performance dates contained in each SOW shall be regarded only as estimates. Nonetheless, Avaap agrees to use diligent efforts to meet such dates and shall notify Client promptly if it encounters significant delays in completing the Services. 2.3. In connection with the Services, Avaap may discuss ideas or concepts with Client orally or show Client drafts of Service Deliverables for information purposes only; any such oral advice and draft Service Deliverables are not intended to be relied upon until such time as these are finalized and confirmed in writing. Such confirmed advice or final Service Deliverables shall supersede any previous drafts or oral advice. 2.4. Avaap shall select the Avaap Consultants to provide the Services and may reassign such individuals so as long as reassignment does not materially impede the performance or schedule of the Services. Client reserves the right to request the removal of a consultant from Services being provided under a SOW. 3. Project Sponsorship: Client will assign a project sponsor for each SOW. 4. Change Control Procedures; Change Orders. Either Client or Avaap may request changes to the Services, Service Deliverables, and/or any other aspect of a SOW through a request for a change order. Promptly thereafter Client and Avaap shall discuss what impact the change will have on the Services and Service Deliverables and on pricing, timing, quality, and other terms of the applicable SOW. Any changes to a SOW agreed upon by the parties as a result of the foregoing process shall be set forth in a change order signed by the parties (“Change Order”). Once a Change Order is signed, it shall amend, and become part of, the applicable SOW. Neither Client nor Avaap is obligated to change the Services, Service Deliverables, or any other aspect of a SOW unless a Change Order for such change has been signed by the parties and Avaap shall not be required to suspend its performance of the Services while the negotiation of a Change Order is ongoing. If any of the following events occur while Avaap is engaged to provide the Services (each a “Change Order Event”), Avaap shall be entitled to a Change Order to the applicable SOW to eliminate such adverse impact (the following list is not all-inclusive): (i) The scope, approach, or timing of the Services change; Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 3 of 13 (ii) Delays are encountered that are beyond the reasonable control of Avaap, including delays caused by third party software and hardware vendors or their related products and/or services; (iii) An assumption set forth in the applicable SOW is invalid; or (iv) Client fails to meet its obligations outlined in this Agreement or the applicable SOW. Avaap shall notify Client within a reasonable period after becoming aware of a Change Order Event. Notwithstanding anything to the contrary in the applicable SOW, if Client and Avaap do not sign a Change Order within thirty (30) days of Client’s receipt of such notice, Avaap may suspend or terminate the Services upon written notice to Client. Change Orders will only be binding when signed by authorized representatives of each of Client and Avaap. For clarity, Client processes changes to an SOW as an amendment to the Agreement for records management purposes. In this context, Client and Avaap use the words Change Order and Amendment interchangeably. Avvap agrees and understands that Client will create an Amendment and will include the applicable Change Order as an Exhibit to process any applicable payments due to Avvap and memorialize changes in the SOW. 5. Client Approval. To the extent Client is required by the SOW to approve specific Service Deliverables, milestones, and/or work product, Client shall confirm each applicable item conforms in all material respects with the applicable specifications set forth in the SOW or as otherwise agreed by Client and Avaap in writing. Within five (10) business days from its receipt of an item requiring approval, Client shall provide Avaap with (i) written approval or (ii) a written statement that identifies in reasonable detail, with references to the applicable specifications, all of the deficiencies preventing approval (the “Deficiencies”). 5.1. Avaap shall have thirty (30) days from the date it receives the notice of Deficiencies to initiate corrective actions in order for the applicable Service Deliverable, milestone, or work product to conform in all material respects to the applicable specifications. Client shall complete its review of the corrected Service Deliverable, milestone, or work product and notify Avaap in writing of acceptance or rejection in accordance with the foregoing provisions of this Section. 5.2. To the extent that any Service Deliverable, milestone, or work product has been approved by Client at any stage of Avaap's performance under an SOW, Avaap shall be entitled to rely on such approval for purposes of all subsequent stages of Avaap’s performance under such SOW. Client agrees that, in the event an approved Service Deliverable, milestone, or work product differs from the applicable specifications, the Specifications shall be deemed modified to conform to such approved Service Deliverable, milestone, or work product. 6. Services Fees. Client shall compensate Avaap for the Services in accordance with the fees set forth in each SOW (the “Services Fees”), plus applicable Taxes. Except to the extent otherwise agreed in an applicable SOW, all Services will be on a time and materials basis at the rates set forth in the applicable SOW. 7. Expenses. Client will reimburse Avaap for all reasonable out-of-pocket expenses incurred in performing the Services as defined in the SOW. In addition, Client will reimburse Avaap for all reasonable travel expenses incurred when rendering Services at a Client facility or offsite location requested by Client as Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 4 of 13 defined in the SOW. For work within the continental United States of America, Avaap will follow the GSA (General Services Administration) per diem rates for meals; in the event of International Travel, Avaap will follow the U.S. Department of State Foreign Per Diem Rates for meals. 8. Payment of Invoices. Invoices will be sent to Client monthly. Once Avaap has registered through the Client’s vendor portal, Client agrees to pay all invoices by ACH within thirty (30) days of date of the invoice. 8.1. Client agrees to immediately bring to Avaap’s attention any discrepancy in the invoice upon receipt. 8.2. Invoice discrepancies will not be accepted and will be deemed waived after fifteen (15) days from Client’s receipt. 8.3. In the event that payment is more than thirty (30) days past due, Avaap may provide Client with notice of intent to suspend the Services. If Client does not remit full payment within ten (10) days of such notice, Avaap reserves the right to suspend the Services until Client makes payment in full, without incurring any obligation or liability to Client by reason of such suspension. 9. Rescheduled Services. Scheduled Services in a SOW are non-cancelable, although Client may reschedule scheduled Services upon providing at least forty-five (45) business days advance written notice to Avaap; provided, however, that Client shall remain responsible for any additional costs or expenses incurred by Avaap as the result of such re-scheduling that cannot be reasonably avoided. Any other re-scheduling requests will be at Avaap’s sole discretion and may result in additional costs Any additional costs will be mutually agreed upon by both parties and will be processed as an amendment to the SOW. 10. Intellectual Property Rights. Upon full payment from Client, Avaap grants Client a perpetual, non- exclusive, limited license to use the Service Deliverables subject to the applicable SOW only for the internal business of Client for the purposes indicated in the SOW. Avaap retains exclusive ownership of all Intellectual Property Rights for the Services, Service Deliverables and any modifications of the Service Deliverables, including, without limitation, any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client, and Client shall not acquire any rights, express or implied, other than the limited license indicated above. Without limiting the foregoing, if the Services include Avaap Materials, including, without limitation, education and training materials, Avaap retains exclusive ownership of all Intellectual Property Rights to the Avaap Materials and courseware (software, documentation and materials) provided to Client and such materials are licensed and not assigned to Client on the same terms as the Service Deliverables. Training sessions may not be recorded without Avaap’s prior written consent. 11. Client Responsibilities. In addition to Client’s responsibilities set forth herein or in an SOW, Client shall cooperate with Avaap in the performance of the Services. Client acknowledges that Avaap’s performance of the Services is dependent upon Client’s timely and effective satisfaction of such responsibilities. If Client is unable to meet any of these responsibilities, an escalation process will be initiated to determine the impact associated with not meeting the requirements and, if necessary, a Project Change Request may be initiated in accordance with Section 4. 11.1. Workspace. If necessary, Client will provide reasonable access, suitable office space, supplies, high speed connectivity to the Internet, and other facilities needed by Avaap Consultants while Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 5 of 13 working at Client’s location. The Avaap project team will be located in an area adjacent to Client’s project personnel, and all necessary security badges and clearance will be provided for access to this area. Any member of the Avaap project team that will be onsite and require unescorted access will be required to complete the Client’s standard background process at least thirty (30) days in advance of arriving onsite. 11.2. Technology. Some tasks may be performed offsite by Avaap Consultants. To support the work effort as defined in the SOW, Client will provide Avaap Consultants remote access to Client’s network and systems, as necessary, and access to all applicable project tools (e.g., Shared Network Drives, SharePoint, Email, team calendar). Client has and will retain sole control over the operation, maintenance, technical support, and management of, and all access to and use of Client’s information technology infrastructure, including computers, software, databases, operating systems, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of a third party (collectively, “Client Systems”) and secure, back-up and maintain all Client data and files. Client has and will retain sole responsibility for: (i) all Client Systems; and (ii) the security and use of Client’s and its authorized users’ access credentials. All Client workstations shall meet or exceed the software vendor's requirements regarding operating system, browser, and any and all other programs required for the software to function properly. Client will be responsible for any end user PC hardware or software upgrades required to meet the documented minimum PC standards. Any Avaap Consultant that will require access to the Client’s network and systems will complete the Avaap Standard Background Check Memorandum process at least thirty (30) days in advance of performing service(s) and will be subject to the same confidentiality requirements of this Agreement, including the IT Addendum. 12. Confidential Information. During the term of this Agreement, each party may disclose (“Discloser”) to the other (“Recipient”) its and its affiliates’ confidential and proprietary information (“Confidential Information”), meaning information which, under the circumstances and due to the nature of the information, would appear to a reasonable person to be confidential and proprietary, including, without limitation, a party’s strategies, designs, finances, forecasts, plans, processes, systems, intellectual property, techniques, and technical data. Confidential Information includes information regardless of form (oral, written, electronic or otherwise) and whether specifically marked “confidential.” Each Discloser represents and warrants that it has the right to disclose the Confidential Information disclosed to Recipient and that such disclosure does not violate any laws, regulations or the rights of third parties. Discloser shall remain the sole and exclusive owner of its Confidential Information and nothing herein shall grant Recipient any rights in or to Discloser’s Confidential Information except as necessary to perform, utilize or evaluate the Services as contemplated by this Agreement and the applicable SOW or as required by the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). 12.1. Recipient shall (i) protect Discloser’s Confidential Information from any use or disclosure, except as expressly authorized herein, using a standard of care at least equal to that which it uses to safeguard its own confidential information and in no event less than a reasonable standard of care, (ii) use Discloser’s Confidential Information only to the extent necessary to perform its duties and obligations under this Agreement and (iii) disclose Confidential Information only to those of Recipient’s (and its affiliates’) officers, directors, employees and agents (“Representatives”) who “need to know” in order to perform their duties and obligations under this Agreement, provided each is bound by written agreement and/or employment policy to maintain confidentiality of Discloser’s Confidential Information. Recipient shall notify promptly Discloser of any loss or Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 6 of 13 unauthorized use or disclosure of Discloser’s Confidential Information. Each party is liable for breach of this provision by its Representatives. 12.2. Non-Confidential Information. The confidentiality obligations of the Parties shall not extend to information that: (i) is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than Recipient; (ii) is rightfully known to Recipient as of the time of its disclosure; (iii) is independently developed by Recipient without reference to Discloser’s Confidential Information; (iv) is subsequently learned from a third party not under a confidentiality obligation to Discloser, or (v) is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, whereupon Recipient shall, unless prohibited by law, provide prompt written notice to Discloser prior to such disclosure, so that such party may seek a protective order or other appropriate remedy. In the event that a protective order or other appropriate remedy is not obtained, Recipient agrees to limit any disclosure to only that portion of the Confidential Information which is legally required. Avaap acknowledges and understands that Client only has ten (10) calendar days to respond to a Public Records Act request and any protective order or other appropriate remedy must be secured during this timeframe as Client is obligated to comply with its statutory duties and will proceed accordingly. Avvap agrees that this Agreement, SOW, Amendments, and any other exhibits or attachments are public records, and Client will not provide prior written notice prior to disclosure. 13. Service Warranty and Remedies. Avaap warrants that it shall perform the Services in a professional and workmanlike manner with reasonable skill and care. Avaap warrants that at the time of Go Live in Production and for ninety (90) days thereafter (the “Warranty Period”), the corresponding Service Deliverables shall materially conform to the applicable specifications set forth in the applicable SOW (the “Services Warranty”). The foregoing warranty shall not apply to the extent any Service Deliverables are modified by anyone other than Avaap after delivery. Avaap may offer, install, implement or configure third-party products (meaning items such as, but not limited to, hardware, software and subscription services) as part of the Services. Title to any third-party software or subscription services technology will remain with the third party, and Client’s rights in such software or subscription services are specified in the license agreement, subscription agreement or other contractual relationship between such third party and Client. Client acknowledges that Avaap is not the manufacturer, licensor or owner of the third-party products and that the only warranties offered are those of the third party, not Avaap. In purchasing, licensing or subscribing to third party products, Client relies on the third party's specifications and warranties only and not on any statements, images or other information that may be provided by Avaap, and Avaap shall have no liability whatsoever for third party products, including, without limitation, any defects or non-conformity of such products. Client further agrees to review and comply with the third party’s terms and restrictions regarding the use of its products, including, without limitation, any restrictions on exporting the third-party products outside of the United States. The specifications for Service Deliverables shall be described in each SOW. In the event that Client notifies Avaap in writing of a breach of the Services Warranty within the Warranty Period, Avaap will perform a commercially reasonable re-work of the Service Deliverable not meeting specifications at no additional charge within the Cure Period (as defined herein). “Cure Period” means a period of thirty (30) days from the date Avaap receives the notice from Client. In the event that Avaap is unable to reasonably remedy the breach within the Cure Period, Avaap shall refund to Client the amounts paid by Client for the applicable Service Deliverables which fail to conform to the Services Warranty. The remedies set forth herein are the sole remedies available to Client, except where the breach of warranty constitutes Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 7 of 13 a material breach of this Agreement, then Client may elect to terminate this Agreement in accordance with the Section 19 (Term and Termination). EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE WITH RESPECT TO THE SERVICES AND SERVICE DELIVERABLES, AVAAP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, SERVICE DELIVERABLES OR THIRD-PARTY PRODUCTS AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 14. INDEMNIFICATION; LIMITATION OF LIABILITY 14.1. Avaap shall defend, indemnify, hold harmless Client from and against all third-party claims, demands, liabilities, costs and/or expenses, including reasonable attorneys’ fees, based on a claim that the Service Deliverables, as provided by Avaap, directly infringe any valid U.S. patent, copyright, trademark, or trade secret of a third party. The foregoing indemnification obligation is conditioned on Client (i) notifying Avaap promptly in writing of such action, (ii) reasonably cooperating and assisting in such defense, and (iii) giving sole control of the defense and any related settlement negotiations to Avaap with the understanding that Avaap may not settle any claim in a manner that admits guilt or otherwise prejudices Client, without consent. If a claim against Client is brought or, in Client’s sole opinion, is likely to be brought, Avaap may, at its option and expense, (A) obtain the right for Client to continue using the Service Deliverable; (B) replace or modify the affected Service Deliverables so that they become non-infringing; or (C), upon notice to Client, terminate the applicable SOW or Client’s use of the affected Service Deliverable and provide Client with a refund for the affected Service Deliverable. The foregoing indemnification obligation does not apply to third party products or with respect to portions or components of the Service Deliverables: (i) that are modified after delivery by Avaap by a party not authorized by Avaap; (ii) that are combined with other products, processes or materials not provided by Avaap where the alleged infringement arises out of such combination; (iii) that are used or distributed by Client outside of their intended purpose; (iv) to the extent that any such infringement claim is attributable to specifications furnished by Client; or (v) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. This Section 14.1 states Avaap’s sole liability to Client and Client’s exclusive remedy against Avaap for any infringement claim. 14.2. OTHER THAN FOR INDEMNIFICATION BY AVAAP FOR INFRINGEMENT AS PROVIDED ABOVE, OR FOR BODILY INJURY OR DIRECT DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, OR DAMAGE CAUSED BY AVAAP’S GROSS NEGLIGENCE, WILLFUL OR RECKLESS MISCONDUCT, AND/OR FRAUD, AVAAP’S AND ITS SUBCONTRACTORS’ AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES TO CLIENT HEREUNDER, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO ACTUAL DIRECT MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED TWO MILLION DOLLARS. THESE LIMITATIONS ARE REASONABLE AND REPRESENT THE AGREED ALLOCATION OF RISK BY THE PARTIES. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 8 of 13 UNDER NO CIRCUMSTANCES SHALL AVAAP BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. FOR CLARITY, IF AVAAP BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS IN RESPONSE TO CLAIMS ARISING FROM THE BREACH; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH. 15. Insurance. AVAAP will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by AVAAP or AVAAP’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 15.1. Coverages and Limits. AVAAP will maintain the types of coverages and minimum limits indicated below, unless Client’s Risk Manager or Client’s City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on AVAAP's indemnification obligations under this Agreement. Client, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by AVAAP pursuant to this Agreement are adequate to protect AVAAP. If AVAAP believes that any required insurance coverage is inadequate, AVAAP will obtain such additional insurance coverage, as AVAAP deems adequate, at AVAAP's sole expense. The full limits available to the named insured shall also be available and applicable to the Client as an additional insured. 15.1.1. Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 15.1.2. Automobile Liability. (if the use of an automobile is involved for AVAAP's work for Client). $2,000,000 combined single-limit per accident for bodily injury and property damage. 15.1.3. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if AVAAP has no employees and provides, to Client's satisfaction, a declaration stating this. 15.1.4. Professional Liability. Errors and omissions liability appropriate to AVAAP’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 9 of 13 15.1.5. Cyber Liability. $5,000,000 aggregate. 15.2. Additional Provisions. AVAAP will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 15.2.1. The Client will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the Client. 15.2.2. AVAAP will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 15.2.3. If AVAAP maintains higher limits than the minimums shown above, the Client requires and will be entitled to coverage for the higher limits maintained by AVAAP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the Client. 15.2.4. This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to Client sent by certified mail pursuant to the Notice provisions of this Agreement. 15.3. Providing Certificates of Insurance and Endorsements. Prior to Client's execution of this Agreement, AVAAP will furnish certificates of insurance and endorsements to Client. 15.4. Failure to Maintain Coverage. If AVAAP fails to maintain any of these insurance coverages, then Client will have the option to declare AVAAP in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. AVAAP is responsible for any payments made by Client to obtain or maintain insurance and Client may collect these payments from AVAAP or deduct the amount paid from any sums due AVAAP under this Agreement. 16. Non-Solicitation. [Intentionally omitted] 17. Force Majeure. Neither Party shall be in default of its obligations under this Agreement or liable to the other party for any noncompliance arising from causes beyond the reasonable control of the party, including, without limitation, acts of God, fires, floods, natural disasters, actions by governmental authorities, communication failures and any other equipment or telecommunication problems. Each party shall use reasonable efforts to resolve promptly any type of excusable delay. In the event Avaap cannot resume performance within a reasonable time, Client may terminate this Agreement without incurring any liability. Avaap will be paid for services rendered up until the date of termination. 18. Governing Law and Dispute Resolution; Limitation of Action. This Agreement and the rights of the Parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the State of California, without reference to choice of law principles. Subject to the dispute resolution provision contained in this Agreement, any action related to or arising out of this Agreement shall be brought in a court of competent jurisdiction situated in San Diego County, California, and each Party submits to personal jurisdiction in and waives any objection to venue in San Diego County, California. 19. Term and Termination. This Agreement shall commence on the Effective Date and shall continue in full force and effect thereafter unless and until terminated in accordance with the provisions of this Agreement. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 10 of 13 19.1 Termination upon Material Breach. In the event of any material breach of this Agreement by either Party, the other Party may terminate this Agreement by giving thirty (30) days prior written notice thereof, provided however, that this Agreement shall not terminate at the end of said thirty (30) days’ notice period if the Party in breach has cured the breach within such period. Failure of Client to fully pay any undisputed invoiced amount within sixty (60) days after the date of the invoice shall be deemed a material breach of this Agreement for which there is no cure. 19.2 Termination for Convenience. Either Party may terminate this Agreement upon providing written notice to the other party if there are no outstanding Statements of Work. 19.3 Automatically for Insolvency. This Agreement and all outstanding Statements of Work shall automatically terminate if either Party becomes insolvent, files a bankruptcy petition, becomes the subject of an involuntary bankruptcy petition, makes a general assignment for the benefit of creditors, has a receiver appointed for its assets, or ceases to conduct business. 20. Issue Resolution. Any issue that has an adverse impact on the quality and timeliness of work or the performance of either party shall be resolved using procedures described in this Section. As soon as an issue is recognized, it shall be communicated to the Client project sponsor and Avaap project account executive. The issue notification shall, at a minimum, contain the following information, if applicable: 20.1. Description of the issue 20.2. Its impact on scope, quality, and performance 20.3. Its impact on the SOW 20.4. Its impact on any Service Deliverables 20.5. Suggested resolutions 20.6. Time frame for issue resolution 20.7. Once an issue has been raised, Client project sponsor and Avaap project account executive shall use their good faith efforts to resolve such issue within two weeks. If Client project sponsor and Avaap project account executive are not able to resolve the issue, the next responsible person in the hierarchy of the two organizations shall be involved in order to resolve the issue. 21. Arbitration; Waiver of Jury Trial. [Intentionally omitted] 22. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 23. Use of Name. Client grants to Avaap the right to identify Client in Avaap’s published list of customers and in its marketing materials. If requested by Client, Avaap will follow guidelines prescribed by Client in using Client’s name, trademarks, or logos, as applicable. Further, Avaap will remove Client from any marketing materials upon Client’s request. 24. Severability. In the event, any one or more of the provisions of this Agreement (or of any SOW) is held invalid or otherwise unenforceable, it shall be replaced by an enforceable provision which most closely Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 11 of 13 reflects the Parties’ original intent and the enforceability of all the remaining provisions shall be unimpaired and remain in full force and effect. 25. Survival. In the event of termination or expiration of this Agreement, those provisions which by their nature or effect are required or intended to be observed, kept or performed after termination including, without limitation, provisions related to payment, indemnification, and confidentiality will survive termination and remain binding upon the Parties. 26. Notices. All notices required under this Agreement must be in writing and delivered via hand delivery, overnight commercial delivery service, or United States certified mail (return receipt requested). Notices shall be effective upon receipt and shall be sent to the attention of Avaap’s Chief Executive Officer at the address below or on the applicable SOW (unless a different address has been designated by notice to the other Party in writing). 27. Relationship of the Parties. The relationship of the Parties is that of an independent contractor. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 28. Subcontractors. Nothing contained herein shall preclude Avaap from using subcontractors to perform the Services hereunder. However, any contractors or subcontractors used to perform the Services must (1) be certified in Workday as required to perform the services, (2) undergo Avaap Standard Background Check Memorandum requirements, (3) be located in the continental U.S., and (4) be subject to the same confidentiality terms of this Agreement. The Client reserves the right to request a replacement contractor or subcontractor in the event of unsatisfactory performance. Client will not make any federal or state tax withholdings on behalf of Avaap or its agents, contractors, or subcontractors. Client will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Avaap, its contractors or subcontractors. Avaap will be responsible for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment for any agent, contractor, or subcontractor of Avaap for work done under this Agreement. The persons used by Avaap to provide services under this Agreement will not be considered employees of Client for any purposes. 29. Non-Exclusive Agreement. Nothing in this Agreement shall be construed to limit or restrict Avaap from entering into similar arrangements or providing similar services to third parties. 30. Assignment. This Agreement may not be assigned, transferred or delegated by either Party except with the other Party’s prior written consent; provided, however, that the foregoing shall not apply to an assignment by Avaap to a subsidiary, parent, or any successor entity in the event that such Avaap shall If to Avaap at: If to Client at: Avaap U.S.A. LLC 1400 Goodale Blvd. Suite 100 Columbus, OH 43212 With a copy to: Avaap U.S.A. LLC Attn: Legal Department Email: Legal@avaap.com IT Director City of Carlsbad 1635 Faraday Ave, Carlsbad, CA 92008 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 12 of 13 change its corporate name, merge, or consolidate with another company or such third party acquires substantially all of Avaap’s business or assets as long as the Agreement terms remain unchanged. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. 31. Section Headings. The Section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation hereof. 32. Entire Agreement; Amendment and Modification; Waiver; Counterparts; Electronic Signatures. This Agreement, together with the pertinent SOW(s) and the Client’s IT Addendum, constitutes the entire agreement with respect to the subject matter hereof and supersedes all other oral or written representations, understandings, or agreements relating to the subject matter hereof. In making its determination to proceed with an engagement under this Agreement, neither Party has relied on any representations of the other party except as expressly set forth in this Agreement or the pertinent SOW(s). Any amendment or modification of this Agreement shall be effective only if it is in writing and signed by both Parties. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Waiver by either Party of any breach of any provision of this Agreement shall not be deemed a continuing waiver and shall not affect any subsequent breach of the same or different provisions of this Agreement. No failure or delay in enforcing this Agreement shall constitute a waiver of either Party’s right to enforce this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one instrument. This Agreement may be executed and delivered via facsimile or electronic scan (PDF). The Parties understand and agree that they have the right to execute this Agreement through paper or through electronic signature technology. The Parties agree that to the extent they sign electronically, their electronic signature is the legally binding equivalent to their handwritten signature. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap/Client MSA v05.2022 Page 13 of 13 33. Authority. The individuals executing this Agreement, and the instruments referenced in it on behalf of Avaap each represent and warrant that they have the legal power, right and actual authority to bind Avaap to the terms and conditions of this Agreement. Executed this___________ day of _______________________, 2025. Avaap USA, LLC, a Delaware limited liability company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) Attest: SHERRY FREISINGER, City Clerk By: Faviola Medina Director of Constituent & Clerk Services APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548 April22nd Steve Csuka CEO Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Statement of Work-001 Workday Implementation Services for City of Carlsbad, CA April 18, 2025 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Table of Contents Statement of Work .......................................................................................................................................... 1 1.0 Responsible Parties .............................................................................................................................. 1 2.0 Description of Services ......................................................................................................................... 1 3.0 Implementation Scope .......................................................................................................................... 2 4.0 Schedule ............................................................................................................................................... 4 5.0 Professional Fees & Expenses ............................................................................................................. 5 6.0 Charges for Out-of-Scope Services ...................................................................................................... 7 7.0 Invoicing and Payment .......................................................................................................................... 7 8.0 Change Control Procedure ................................................................................................................... 7 9.0 Definitions ............................................................................................................................................. 8 10.0 Assumptions ........................................................................................................................................ 9 Appendix A: Detailed Functional Scope .................................................................................................... 13 Detailed Project Functional Scope ........................................................................................................ 13 Integration Scope .................................................................................................................................. 38 Data Conversion Scope......................................................................................................................... 42 Workday Prism Scope ........................................................................................................................... 47 Reporting Scope .................................................................................................................................... 48 Change Management Scope ................................................................................................................. 49 Items Out of Scope ................................................................................................................................ 54 Project Management Scope .................................................................................................................. 54 Appendix B: Avaap Elements Implementation Methodology (based on Workday Launch) ......................... 56 Elements Methodology .............................................................................................................................. 56 Phase 0 – Pre-Project Planning ................................................................................................................ 56 Appendix C: Work Product Inventory ........................................................................................................... 66 Appendix D: Detailed Project Roles ............................................................................................................. 77 Avaap Team Roles .................................................................................................................................... 77 Client Team Roles ..................................................................................................................................... 79 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 1 of 83 Statement of Work This Statement of Work (“SOW”) is subject to all terms and conditions of the Master Services Agreement (“MSA”) between Avaap U.S.A., LLC (“Avaap”) and the City of Carlsbad, California (“Client”) (defined in table below). All terms of the MSA are incorporated herein by this reference. Terms not defined in this SOW are defined in the MSA and form an integral part of the same. In the event of a conflict between the terms of the MSA and the terms of this SOW, the terms of the MSA shall control unless specific terms of this SOW are expressly intended to modify specific inconsistent terms of the MSA, in which case, such modifications shall be valid only for this particular SOW. Client City of Carlsbad MSA Date SOW # 001 Project Name City of Carlsbad – ERP System Project 1.0 Responsible Parties For this project effort, the following individuals will be responsible for all communication and work products, and accountable to their respective organizations in meeting the terms of this SOW. Avaap Executive Sponsor Client Project Sponsor Name: Charlie Miller Name: Maria Callander Phone: 303 525 5391 Phone: 760 607 9170 E-mail: Charlie.miller@avaap.com E-mail: maria.callander@carlsbadca.gov 2.0 Description of Services Avaap’s Workday deployment services (the “Services”) are designed to support Client’s assessment, configuration, testing, and deployment of Client-provided Workday software solution, as a replacement for the system(s) currently used by Client. Configurations are limited to the capabilities available within the standard Workday solution. Further scoping discussions and understanding of business needs may alter the proposed approach and be reflected in a detailed project plan mutually agreed upon with Client or as an amendment to this SOW. Deviations from project scope, as set forth within this SOW, must be agreed upon by both parties in writing and follow the Change Control Procedure. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 2 of 83 The scope of work set out below describes the organization, functionality, data conversion, integrations, reports, change management, training, and project management that will be a part of the project. This scope will be delivered in one or more deployment phases, as outlined below: Deployment Phase  Description  Phase 1 Core Workday Platform Deployment 3.0 Implementation Scope Workday will be configured in accordance with Workday software subscription procured by Client and the information provided below: Client Environment Scope Employee Population Workday Full-Service Equivalent: 893 Language All communication, documentation, data, and deliverables will be delivered in English. Translations are not in-scope. Currency US currency Countries USA Security Single sign-on The following Functional Areas are included in-scope and will be configured in accordance with Functional Scope outlined in Appendix A, Detailed Functional Scope. Items not listed below are assumed to be out of scope. Functional Area Workday SKU Deployment Phase Financial Management Core Financials - Financial Accounting - Banking and Settlement, Cash Management - Budgets - Business Assets - Customer Accounts & Contracts - Supplier Accounts - Transaction Tax FIN 1 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 3 of 83 Functional Area Workday SKU Deployment Phase Procurement PRO 1 Projects PRJT 1 Grants Management GM 1 Transaction Tax FIN 1 Strategic Sourcing - Expert SRCEXP 1 Expenses EXP 1 Human Capital Management (HCM)/Payroll 1 Core HCM CHCM 1 - Core Compensation CHCM 1 - Benefits CHCM 1 - Absence Management CHCM 1 Cloud Connect for Benefits CCB 1 Payroll USP 1 Time Tracking TT 1 Scheduling SC 1 Talent Optimization TLO 1 Journeys JRNY 1 Prism Analytics Enterprise PRA `1 People Analytics PPLA 1* Data Conversion - FIN Data Conversion N/A 1 - HCM Data Conversion N/A 1 Reports - Custom Reports N/A 1 Extend Professional XTND 1 *Workday Best practice to deploy after an organization has been live on HCM for 8-12 months. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 4 of 83 4.0 Schedule This SOW is based on the use of Avaap’s implementation methodology, as outlined in Appendix B. Unless mutually agreed, services under this SOW will commence within ten (10) business days of the Effective Date or according to the Schedule outlined below, whichever comes later and continue until the Project is complete. The following timeline provides specific dates for each activity outlined in Appendix B. Although these dates are specific, the timing of each activity may vary. Inability to meet the phased dates and complete the tasks may have an impact on the project timeline and could result in an amendment.   Phase 1 – Core Workday Deployment (HCM/Pay/Finance) Estimated Dates Pre Plan Start Pre Plan Finish 5/5/2025 5/30/2025 Estimated Dates            Plan  A&C  Test  Deploy  Post-Prod  Start Date  5/30/2025   9/2/2025 3/4/2026 7/29/2026 10/1/2026 Finish Date  9/1/2025 3/3/2026 7/28/2026 10/1/2026 11/25/2026 *Please note that the exact Go Live cutover date will be determined by Client’s 2026 payroll schedule. Implementation of WD Strategic Sourcing – Expert requires 26 weeks to deploy. To align with the WD Platform go-live of 10/1/26, the WSS implementation projected start date will be 4/1/26. The final schedule is determined as part of the Plan phase. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 5 of 83 5.0 Professional Fees & Expenses All services provided hereunder (unless otherwise specified) are provided on a not to exceed Firm Fixed Fee in connection with deliverables and milestones as defined below and outlined in Appendix C – Work Product Inventory. Final schedule and resource assignments to be confirmed in the Plan Stages for each Phase as part of the Project Plan development. The pricing is based upon finalizing contracts on or before April 30, 2025. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 6 of 83 Ongoing Support* Below is the pricing for Ongoing Support Offering (Application Management Services or AMS). Start date is immediately following Hypercare period associated with the core implementation. Start date finalized as part of the final project plan and per Client approval. Below is a description and professional fee structure for the offer. If extended beyond the first year, rate increases by 3% on the anniversary of the date the AMS service started. • Invoiced as Time & Material with a Not to Exceed amount of $98,400. Any required support above the amount will be agreed to in an amendment. • Hours not used are not billed. Scope Area  Estimated Consultant Hours  Estimated Avg Hourly Labor Rate  Estimated Total  Year 1 480 (40 hrs/month) $205.00  $98,400 Ongoing support AMS services may include, but are not limited to, the following: • Optimization – Avaap will provide Workday Certified resources to help with tenant diagnostics, existing configuration assessments, business process reviews, and integration health checks. • Enhancements – Avaap will provide Workday Certified resources to assist with the deployment of new functionality, or integrations. • Presentations – Avaap can be requested to demonstrate new functionality or integrations. The Consultant can also be assigned tasks in researching data related issues and identifying the root cause. • Update & Release Support – Assistance with reviewing the release notes, demonstrating new changes, and testing impacts to the existing functionality. • Testing – Engagement in debugging, building of high-level testing scenarios, or reviewing of configuration/integrations prior to deployment to production. • Deployment – Support during any final deployment of configurations or integrations into the production tenant. • Workday Guidance –Knowledge transfer via system walkthroughs, integration reviews, and other activities to help better understand existing Workday tenant setup or tasks scheduled for deployment. Travel and out-of-pocket expenses** Travel and out-of-pocket expenses will be invoiced as Time and Materials with a not to exceed of $150,000. Any required travel above $150,000 will be agreed to in an amendment. There are typically four to five times when a team travels onsite (Phase 0, Plan, Architect and Configure, Test and Deploy). Additional on-site visits and related travel expenses may be identified and mutually agreed upon in advance during the project. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 7 of 83 6.0 Charges for Out-of-Scope Services All charges for services not defined above or explicitly listed as Out of Scope Components will be quoted on a separate SOW that will be included in a contract amendment based on the time and material rates in the following table below. Labor rates increase by 1.5% on the anniversary of the initial move to production date. Rates are not inclusive of any related travel. Role Maximum Hourly Labor Rate Executive Sponsor $325.00 Program Director $300.00 Engagement Manager $275.00 Architect $275.00 Principal Consultant $250.00 Senior Consultant $225.00 Consultant $200.00 Senior Analyst $175.00 Analyst $150.00 Workday Product Expert $425.00 7.0 Invoicing and Payment All Services will be invoiced per the terms of the MSA and milestone schedule identified in Section 5 of the SOW. 8.0 Change Control Procedure Either Client or Avaap may request changes to the Services, Service Deliverables, and/or any other aspect of a SOW through a written request. Promptly thereafter Client and Avaap shall discuss what impact the change request will have on the Services and Service Deliverables and on pricing, schedule, quality, and other terms of the applicable SOW. Any changes to a SOW agreed upon by the parties because of the foregoing process shall be set forth in an amendment. Once an amendment is signed, it shall become part of SOW. Neither Client nor Avaap is obligated to change the Services, Service Deliverables, or any other aspect of a SOW unless an amendment for such change has been signed by the parties. Avaap shall not be required to suspend its performance of the Services in the current scope of work while the negotiation of an amendment is ongoing. If any of the following events occur while Avaap is engaged to provide the Services (each an amendment Avaap shall be entitled to an amendment to eliminate such adverse impact (the following list is not all- inclusive): (i) The scope, approach, or timing of the Services change; Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 8 of 83 (ii) Delays are encountered that are beyond the reasonable control of Avaap, including delays caused by third party software and hardware vendors or their related products and/or services. Client will not be charged for any delays caused by third party software and hardware vendors, or their related products and/or services contracted or utilized by Avaap; (iii) An assumption set forth this SOW is invalid; or (iv) Client fails to meet its obligations outlined in this SOW. Avaap shall notify Client within a reasonable period after becoming aware of a change the requires an amendment. Notwithstanding anything to the contrary in the applicable SOW, if Client and Avaap do agree to the terms of an amendment within thirty (30) days of Client’s receipt of such notice, Avaap may suspend or terminate the Services upon written notice to Client. Amendments will only be binding when signed by authorized representatives of each of Client and Avaap. 9.0 Definitions Capitalized terms not otherwise defined in this SOW are defined elsewhere in the Agreement and have the same meaning in this SOW as ascribed to them therein. Move-to-Production refers to the deployment of Workday functionality into production for Client’s use as part of its normal operations. More than one Go-Live may be contemplated by this SOW, as specified in the “Detailed Project Scope” appendix. Parties – Avaap and Client. Tenant - a unique instance of the Workday service with a separate set of data held by Workday in a logically separated data storage (i.e., a data segregated through password-controlled access). While Workday may supply additional tenants, the following tenants will be used for the deployment of Workday for Client. Foundation Tenant – This is your initial tenant supplied by Workday and acts as your starting point for design sessions. End-to-End Tenant – used for End-to-End testing and user acceptance testing. The full dataset will be converted into the End-to-End Tenant, and only minimal data gaps/issues are expected to persist for this conversion. Parallel Tenant – used for Parallel Payroll Testing. This is a copy of the End-to-End Tenant with additional payroll data, or a new Tenant which may require a full build. Catch up transactions will be performed to bring the Parallel Tenant in line with transactions in production for the equivalent period. Only limited data issues/gaps are acceptable in this conversion. Gold Tenant – used for Client’s initial deployment to load Client’s configuration and data. Once validated, this Tenant is moved to production. Only limited data issues/gaps are acceptable in this conversion. Sandbox Tenant – used for Client’s postproduction development and testing activities. The Sandbox tenant is used by the AMS team to support modifications or new configurations when the Client is in production with the affected workstreams. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 9 of 83 Sandbox Preview – populated by Workday ahead of scheduled releases so that Clients can evaluate and test to assure compliance with functionality of a new Workday release (twice per year). 10.0 Assumptions The Professional Services Fees and timeline for the project are based on the assumptions set in this SOW. If any of these assumptions are not met, Avaap will advise Client following the defined project escalation procedures. 10.1 General Assumptions a. The Client Project Sponsor and the Avaap Executive Sponsor named in this Statement of Work commit to making the necessary staff available to assist with the successful execution of this project as identified in this SOW. This level of participation is essential to assuring the timely completion of all project tasks. During the Plan stage, Avaap will identify the tasks that are expected of Client in the form of a mutually agreed upon Project Plan. b. The goal of the Client is to standardize and align business processes, business practices, and business policies across the enterprise. The Client is responsible for verifying that the configured content is appropriate for the Client. Business process approval routings and condition rules will be configured based on standardization and alignment to Workday delivered functionality across business processes. c. Client will advise Avaap of its schedule in sufficient detail and any periods of unavailability to allow for the effective and efficient deployment of Avaap’s resources and planning for all project activities over the life of the project.   d. Except for specific tasks identified in this SOW, the Client owns the relationship with Workday and the Workday Service. e. Workday Training Credits, Workday Delivery Assurance services, and the Workday Adoption Toolkit will be purchased directly from Workday and are not included in Avaap’s Professional Fees.  f. Client will ensure that its resources timely complete all Workday training for their respective roles prior to the commencement of the appropriate stage. g. Delays caused by incorrect or incomplete Client-provided information or Client’s failure to timely meet obligations may result in scheduled delays and/or other impacts to the Project timeline and fees. h. Client chooses how Workday is configured to meet its business and legal needs and Client understands that it is responsible for determining if its chosen configuration complies with Law. i. Notwithstanding anything to the contrary contained in the MSA, approval and acceptance of Services Deliverables by Client shall occur as follows: Client will review and provide responses or approvals for all amendments within a reasonable amount of time and key project decisions, and deliverables within ten (10) business days Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 10 of 83 10.2 Deployment and Scope Assumptions a. Updated Workday functionality will be assessed for inclusion in the project scope subject to Client Project Sponsor review and approval and per the Change Order process. b. Any changes to the in-scope items listed in Section 3.0 or to the detailed scope tables in Appendix A may result in an amendment.. c. Avaap’s delivery of Services is dependent on timely completion of all tasks assigned to Client in the Project Plan. d. The estimated deployment timeline above assumes that all Client’s organizations, including manager and employee self-service, use a standardized business process framework. e. Client will have knowledge of and/or provide documentation that reflects its existing business processes. Avaap will not perform fit/gap or deep-dive review or analysis of Client’s business requirements. f. Foundation Alignment Sessions do not constitute a "design" of delivered business processes - instead they are intended to review the delivered pre-configuration and modify the existing configuration to support Customer requirements, provide knowledge transfer, and validate Customer Data or Professional Services Data to support the Launch program configurations. 10.3 Testing Assumptions a. Client is responsible for assigning a Test Manager to drive and oversee the Testing stage. b. Client team will develop detailed test scenarios based on Client’s user requirements and system configuration. c. Customer will lead testing and sign off on the final configuration prior to move to Production. Avaap will support issue resolution to Client’s testing efforts. d. All configuration decisions will be finalized, and unit tested during the Architect & Configure stage. e. Configuration freeze will be implemented at the end of Unit Testing (prior to E2E tenant build). Further changes to “passed” unit testing configuration will be deferred to post go- live and addressed by Client. f. Avaap will provide guidance and assistance to Client’s Test Manager and test team during test execution of each of the test cycles. g. Avaap will assist with Client prioritization of defect severity and assign items for resolution. h. Avaap Engagement Manager shall provide guidance, informal knowledge transfer, and advisement to the Client Test Lead during text execution, defect management, and status reporting. 10.4 Data Conversion Assumptions a. Client is responsible for extracting data from Client’s source systems. b. Client is responsible for populating and supplying data in the Workday-prescribed format and is responsible for ensuring data is cleansed and duplicate values removed. c. Client is responsible for verifying the accuracy of the data in the Tenant once loaded. d. Manual conversions will be utilized when Avaap and Client agree the volume is too low to justify the cost of developing an automated conversion program for specific data sets  e. Each Data Gathering Workbook file is allowed a maximum of 3 data load attempts per data load cycle (tenant build). More than 3 data load attempts may be considered an amendment. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 11 of 83 f. Failure by Client to properly populate the Workday Deployment Workbooks by scheduled due dates may impact the project schedule and Go-Live timing.  g. A data freeze is required so that Client’s current data as of a specific date can be loaded into the Gold Tenant. Client is responsible for entering Catch-Up Transactions (i.e., any transactions occurring between data freeze and Move to Production) into Workday. h. Client will provide a point of contact to Avaap in order for Avaap to distribute Alteryx license, the tool Avaap uses to support data conversion. 10.5 Integration Assumptions a. Client will lead interactions with third-party vendors and/or internal system owners required to deploy integrations. Client will coordinate timely responses from and secure data transfer and integration testing with all vendors and internal systems. Client is responsible for third-party vendor adherence to project timelines and schedules; Avaap will not be held responsible for any related delays that impact project timelines. Third-party vendors for this project do not include Workday, Questica, Teller, or Sprypoint. Avaap is providing oversight and program management for the implementation of Workday, Questica, Teller, and Sprypoint. b. If a change is needed to an internal platform, Client assumes responsibility for such changes. c. Client will provide an SFTP server for integration file exchange during the project. d. Client is responsible for testing all integrations, including data verification. Any unit testing performed by Avaap does not include detailed functional scenarios, which will be tested by Client during End-to-End testing. e. Clients may choose a prioritized list of integrations that are critical for go-live. If the go-live critical integrations are delivered on time, the integrations work stream should not be considered red. 10.6 Change Management Assumptions a. Client will designate an internal resource for the “Organizational Change Management Lead” role. This person will assist with organizational knowledge, oversee the Client OCM resources, and review and approve deliverables and approaches for adoption. b. Any extensions to the Project timeline or functional scope additions must be evaluated to determine impacts on the Change Management Services and may result in an amendment. The Change Management activities and deliverables listed in Appendix A apply only to the timeline and functional scope outlined in this SOW. c. The Change Management Service is intended to accelerate end-user adoption of Workday and does not include support for concurrent initiatives or broader transformation efforts. The scope of this service is limited to the tasks in Appendix A. Any organizational design, Standard Operating Procedure (SOP) development, operating model, or job role redesign work is out of scope for this service and wholly owned by the Client. d. Client has an active subscription to the Workday Adoption Kit and will provide access to Avaap resources defined in this SOW. e. Client will provide appropriate access to non-production Workday tenants and other project- related resources that may be required to fulfill this SOW, e.g. Teams and SharePoint sites, etc. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 12 of 83 IN WITNESS WHEREOF, Avaap and Client have caused this Statement of Work to be executed and delivered by their respective duly authorized representatives as of the date set forth below. By: Avaap USA, LLC. City of Carlsbad Name: Steve Csuka Geoff Patnoe Title: CEO City Manager Date Avaap USA, LLC, A Delaware limited liability company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) Attest: SHERRY FREISINGER, City Clerk By: Faviola Medina Director of Constituent & Clerk Services APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548 Steve Csuka CEO 4/22/2025 Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 13 of 83 Appendix A: Detailed Functional Scope This section provides the detailed project scope and Avaap’s scope assumptions for aligning the Client’s current business processes in HR (Human Resources), Financial, and Payroll systems within Workday. The processes listed below in the “Functional Configuration and Setup” detail key Workday business processes and configuration to be delivered. During the Architect & Configure stages of the project, Avaap and the Client conduct Alignment sessions, taking into consideration the scope assumptions detailed in this section. If these sessions identify items not included in the scope summary below, both Parties will work in mutual good faith to resolve the omissions outlined in the Change Control Procedures. The mutual goal is to finalize the configuration designs during the Architect & Configure stage.     Detailed Project Functional Scope The information presented below was established based on preliminary conversations with the Client and Avaap’s experience with and knowledge of Workday. For each functional area, the tables below provide a high-level definition of the overall functionality of the related Workday module and the defined configuration parameters. These configuration parameters serve as the basis of estimate and align to Avaap’s understanding of Client’s core business requirements. Primary Scope Considerations (indicated in tables below those items highlighted in Bold with an asterisk [*]) represent key drivers for the proposed level of effort. Any changes will impact on the level of effort and require an amendment. Avaap and the Client will work in good faith to identify a resolution. Secondary Scope Considerations provide additional guidelines for how Avaap plans to configure the Client’s solution. For Secondary Scope items that include a metric or value listed next to them, a 10% variance on metrics or work effort is included in-scope. At the end of each project phase, Avaap conducts a Scope Alignment Analysis effort to identify any differences in-scope. If the level of effort necessary to configure Workday is significantly increased due to Client decisions that impact the scope tables below, an amendment may be required. This can affect the overall cost (level of effort) and timeline. Avaap will also provide guidance and a knowledge sharing plan to empower Client functional/technical resources how to complete the activity.  Avaap will also provide Workday best practice support as the Client configures the remaining items outside of the scope guidelines. The information presented below was established based on requirements within the RFP and Avaap’s experience with and knowledge of Workday. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 14 of 83 Core HCM Core HR includes functionality to support the following: worker information, country specific information and reporting, staffing, jobs and positions, job requisitions, employment information, hire, terminate & job changes, contingent worker staffing, multiple jobs, international/domestic assignments, organization management and retiree management. Functional Area In Scope (Y/N) Scope Multi-Country  N/A US Only Organization Structure per Organization Type (supervisory, cost center, company, region, location hierarchy)  Y 1 Supervisory Org [*] Up to 2 for all other organization types Pay Groups Y Cost Center Organizations Y Legal Entities Y Up to 3 Staffing Models (Position and Job Management Staffing Models) [*] Y Position Management Only Management Hierarchy  Y Up to 1 Job/Positions Y Up to 400 Job Profiles Up to 50 Job Families Up to 25 Job Family Groups Up to 6 Employee Types Up to 6 Contingent Worker Types Up to 9 Management Levels Service Dates Y Workday delivered service dates Tenant Branding Y 1 Tenant Standard Multi-factor Authentication Y International Assignment Type  N    I-9 Functionality Y Unions [*] Y Up to 6 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 15 of 83 Core HCM Core HR includes functionality to support the following: worker information, country specific information and reporting, staffing, jobs and positions, job requisitions, employment information, hire, terminate & job changes, contingent worker staffing, multiple jobs, international/domestic assignments, organization management and retiree management. Functional Area In Scope (Y/N) Scope Retiree Organization [*] Y Up to 1 Multiple Jobs  Y Matrix Organizations  N    Custom Objects  Y Up to 3 Custom Organization Type & Hierarchy Y Up to 1 type Change Job Templates  Y Up to 3 delivered templates Onboarding Documents  Y Up to 50 Custom Onboarding Templates Y Up to 2 Custom Onboarding Bulletin Worklets Y Up to 2 customized including up to 4 content items in each Onboarding Dashboard Announcements Y Up to 2 Custom Security [*] Y Up to 2 Regulatory Required. View only – not used in BP’s Exit Survey Y Up to 1 questionnaire with up to 15 questions, routed to existing security group- excluding custom reporting of responses HCM Modifiable BP’s • Hire Employee • Create Position • Contract Contingent Worker • Onboarding • Terminate Employee • Change Job • End Contingent Worker Contract • Onboarding Setup Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 16 of 83 Core HCM Core HR includes functionality to support the following: worker information, country specific information and reporting, staffing, jobs and positions, job requisitions, employment information, hire, terminate & job changes, contingent worker staffing, multiple jobs, international/domestic assignments, organization management and retiree management. Functional Area In Scope (Y/N) Scope • Additional Data (to support any effective- dated custom objects) • Request Framework (4 Use Cases) Core Compensation Functional Area In Scope (Y/N) Scope Salary Plan  Y Up to 1 Hourly Plan  Y Up to 1 Allowance Plans  Y Up to 10 One-Time Payments  Y Up to 10 Compensation Packages [*] Y Up to 1  Severance Package  N Compensation Grades [*] Y Up to 200 grades Compensation Grade Profiles [*] N Compensation Steps [*] Y Up to 10 steps per grade with period progression Compensation Basis Y Delivered Total Rewards Statement Y Workday Delivered TRS Compensation Modifiable BPs • Request Compensation Change • Request One Time Payment Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 17 of 83 Benefits Functional Area In Scope (Y/N) Scope Benefit Groups [*] Y Up to 6 Plan Year Definitions (current year, ongoing etc) Y Up to 3 Benefit Plans (including eligibility rules, coverage tiers, and rates) Y Up to 100 Enrollment Event Types & Cross Plan Enrollment Rules (including Eligibility Changes, Life Events, and Reinstatement Events) Y Individual Rates Y Benefit Annual Rates Y Dependent Verification  N    Retiree Benefits [*] Y Up to 2 Retiree Benefit Group utilizing a shared plan Medicare or Surviving Spouse Plans Y Surviving Spouse utilize shared plan Enrollment Event Rules  Y Up to 1 ACA Y Core ACA Functionality: ACA Measurement Periods and Eligibility, ACA Dashboard, Setup for 1094-C and 1095-C Reports COBRA Y COBRA Eligibility Designations for Participants who lose Coverage Passive Event Rule Y Up to 1 Open Enrollment Y Manage Evidence of Insurability Y Eligibility driven off Custom ID’s, Custom fields or Actual Hours Worked N    Benefits Modifiable BP’s • Change Benefits for Life Events Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 18 of 83 Benefits Functional Area In Scope (Y/N) Scope • Change Benefits • Dependent Event • Passive Event • Change Beneficiary • Change Retirement Savings • Start Open Enrollment Talent/Performance Functional Area In Scope (Y/N) Scope Performance Review Templates [*]  Y Up to 6 Goal Setting Template Y Up to 1 Performance Improvement Plans [*] Y Up to 1 Disciplinary Action Templates  Y Up to 1 Disciplinary Action Reasons & Categories Y Up to 10 reasons & categories for 1 country Development Plan Templates  N Development Items N Talent Review Templates  N Talent Pools  N Feedback  Y Up to 2 templates Check-Ins Y Ad Hoc Goals  Y Organization Goals N Calibration  N Succession Pools [*] N    Positions for Succession (includes readiness setup) Y Up to 50 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 19 of 83 Talent/Performance Functional Area In Scope (Y/N) Scope Assess My Teams Potential  Y    Assess Potential Y Mentors & Connections, including Add a Mentor during Hire N    Competencies (includes behavior setup and associations to Job Profiles)  Y Up to 30 Succession Planning [*]  Y    Skills and Experience Setup Y Skills Cloud Y With ISA Opt In Worker Career Profile Setup Y Job History, Education, Languages, Certifications, Internal Projects, Work Experience, Interests (Career Interests, Job Interests, Travel & Relocation Preferences), Achievements (Awards & Activities), Professional Affiliations, Training Talent Modifiable BP’s • Start Performance Review • Set Review Content for Performance Review • Complete Self Evaluation for Performance Review • Complete Manager Evaluation for Performance Review • Start Performance Improvement Plan • Set Plan Content for Performance Improvement Plan • Complete Employee Plan for Performance Improvement Plan • Complete Manager Plan for Performance Improvement Plan • Start Disciplinary Action Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 20 of 83 Talent/Performance Functional Area In Scope (Y/N) Scope • Complete Self Evaluation for Disciplinary Action • Complete Manager Evaluation for Disciplinary Action • Get Feedback on Worker • Get Feedback on Self • Give Requested Feedback • Give Feedback • Manage Succession Plan • Assess Potential • Assess My Team’s Potential • Manage Competencies People Analytics Topic In Scope (Y/N) Scope Diversity and Inclusion Y Standard reports/ visualizations Organization Composition Y Standard reports/ visualizations Retention and Attrition Y Standard reports/ visualizations Hiring Y Standard reports/ visualizations Talent and Performance Y Standard reports/ visualizations Skills Y Standard reports/ visualizations Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 21 of 83 Payroll Functional Area In Scope (Y/N) Scope Multiple Jobs [*] Y Pay Groups [*] Y Up to 3 Bank Accounts and Routing Rules Y Up to 2 each Worker Costing Allocations Y Up to 50 Run Categories Y Up to 1 Period Schedules [*] Y Up to 3 Legal Entities (FEIN) Y Up to 3 State Tax Authorities [*] Y Up to 5 Local Tax Authorities Y Up to 30 W2 Configuration Y Earning Codes [*] Up to 5 Complex calculations, e.g. Shift pay by type, etc. Y Up to 150 Deduction Codes [*] Up to 5 Complex calculations, Retirement, Union dues, etc. Y Up to 150 On-going Multiple Work Jurisdictions [*] N Payroll Tax Mapping by Locations [*] N Common Pay Agent [*] N Payroll Modifiable BP’s • Settlement Run Event • Assign Pay Group • Payment Release Event Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 22 of 83 Absence Functional Area In Scope (Y/N) Scope Time Off Plans [*] Y Up to 10 non-accruing Up to 13 accruing on Primary Position Time Off Accrual Rules [*] Y Up to 30 Donation of PTO [*] Opt to donate sick/vac/comp Y Up to 3 plans (donate, receive Up to 1 custom report & alert Off Segment Security Groups Y Up to 5 Leave Types [*] Y Up to 10 With up to 5 Leave Entitlements limited to Primary Position Holiday Calendars & Rules Y Up to 5 Leave Document Generation Y Up to 1 Leave of Absence Validations Y Up to 5 Leave Segment Security Groups Y Up to 5 Time Off Balance Transfer Y Up to 5 Absence Modifiable BP’s • Request Time Off • Assign Work Schedule • Correct Time off • Request Return Leave of Absence • Request Leave of Absence Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 23 of 83 Time Tracking Functional Area In Scope (Y/N) Scope Alerts Y Up to 3 Time Entry Validations\Rules Y Up to 5 Time Calculations [*] Y Up to 20 Holidays, meal breaks Calculation Groups [*] Y Up to 15 Groups of employees the rules apply to Pay Period Schedules Y Up to 3 Security Groups Y Up to 4 to support ESS, MSS and Indirect Review & Approval Work Shifts Y Up to 10 Day, Night, Weekend Time Codes Y Up to 20 Time Entry Code Groups Y Up to 10 Time Entry Templates [*] Y Up to 10 Project Hours [*] Y Work Schedule Calendars [*] Y Up to 20 Employee groups, work week start Holiday Schedules Y Up to 10 Multiple Positions Y Time calculation based on Primary Position Time Tracking Modifiable BP’s • Assign Work Schedule • Enter Time • Report Time Batch Event Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 24 of 83 Journeys Functional Area  In Scope (Y/N) Scope   Journey Categories Y Up to 3 Journey Builders Y Up to 3 Step Groups per Journey Y Up to 5 Steps per Step Group Y Up to 3 Business Process Step Distributions Y Up to 1 Custom Security Groups Y Up to 1 Scheduling Functional Area In Scope (Y/N) Scope Regions Y US Only – 1 Time Zone Eligibility* Y 1 Schedule Tag Reporting Y Workday delivers 10 reports offered with the Scheduling module. Y Download of the workforce management operational reporting configuration package and set up of recommended security for reports. Data conversion Y Worker Availability will not be loaded prior to Go Live. Worker Preferences will not be loaded prior to Go Live. Worker Overrides will not be loaded prior to Go Live. Labor Optimization* N Labor Optimization is not in scope Schedules will not be created using Work Schedule Calendars (Static & Manual Scheduling) Assumptions The City will create shifts manually or by using work schedule patterns (static scheduling) and will assign employees to those shifts. Shift/vacation bidding is not available. Scheduling will be used for hourly and part time employees (replacing existing WhentoWork system for part time staff), but not for Safety (police, dispatch, fire). We will have an interface with Telestaff for safety scheduling data. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 25 of 83 People Analytics (Recommend to be deployed as part of a Phase X project, 8-12 months after Go Live of HCM) Functional Area  In Scope (Y/N) Scope  People Analytics - Setup Y Setup Shared Setup Position Budgets & Payroll Commitments Functional Area In Scope (Y/N) Scope Position Budgets Y Position must have job family, pay group, default compensation, assigned Payroll Commitment Accounting N Budget Check (Staffing) for Position Budgets N FDM Scope Foundational Data Model Functional Area  In Scope (Y/N) Scope  Custom Organizations Y Up to 8 FIN Scope Financial Accounting Functional Area  In Scope (Y/N) Scope  Account Set (Chart of Accounts) Y 1 Legal Entities Y Up to 1; US Only Fiscal Schedule Y 1 Statistic Definitions Y  Up to 15 Allocation Definitions   Y Up to 10   Recurring Journal Templates Y Up to 10   Book Codes & Books Y Includes Multi-Book Accounting enablement for assets and leases Excludes: Cash-based accounting setup Intercompany Setup N Consolidations and Eliminations   N    Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 26 of 83 Balancing by Company/Legal Entity plus one Balancing worktag Y Commitment Accounting   Y    Month-End and Year End Close Process Y   Journal Processing including recurring and EIB Y Transaction Matching N Account Certification N   Multi-Currency N Custom Validations Y Up to 10 Custom Objects N   Modifiable Business Processes • Accounting Journal Event • Accounting Adjustment Event • Accounting Journal Unpost Event • Allocation Event Excluded: Rule-based business processes   Budgets Functional Area  In Scope (Y/N) Scope  Plan Structures Y Up to 10; Financial Plan Structures only. See Grants and Projects scope tables respectively for Grant Budget and Project Budget scope. Plan Templates Y Up to 10 Import Budget via EIB Y   Budget Check Enablement by Plan Y Budget Close and/or Roll-forward Y   Budget Reporting Y Financial Budget to Actual Reporting, including encumbrance and commitments Custom Validations N   Custom Objects N   Custom Security Groups Y Up to 3 custom security groups related to Questica integration Modifiable Business Processes • Plan Event • Budget Amendment Event • Check Budget (Financial) Excluded: Rule-based business processes Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 27 of 83 Banking & Settlement Functional Area  In Scope (Y/N) Scope  Financial Institution    Y Up to 2 Bank Accounts    Y Up to 10 Bank Account Management Y   Payment Types    Y Up to 8 Check Layouts Y Up to 3 Custom Layouts – AP, CH & Payroll Bank Account Transfers for Settlement N Settlement Event Y Express Settlement Y Escheatment Y   Automatic Bank Reconciliation   Y Up to 2 Matching Rule Sets with Up to 5 Matching Rules   Up to 2 First Notice Rule Sets with Up to 25 First Notice Rules Ad Hoc Bank Transaction Templates Y Up to 40 Bank Routing Rules Y Up to 5 Ad Hoc Payees Y Up to 100 Miscellaneous Payees Categories, Miscellaneous Payment Request Categories and Miscellaneous Payees Y Up to 5 payee categories, 5 payment request categories and 100 payees Cash Forecasting Y 1 Cash Forecast Outline with Up to three custom forecast components; Up to Two Forecast Time Spans; Delivered Reports with Standard Cash Forecast 2.0 Worksheet Cash Positioning Y 2 Cash Pools with Up to 10 External Cash Categories; 15 Cash Activity; Categories with Up to 25 Bank Statement Mapping Overrides; Delivered reports only; Manual data load only Payment Acknowledgement    N Prenote Y Payroll only Positive Pay Y PPD Integration for Expenses Y Custom Validations Y Up to 15 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 28 of 83 Custom Objects N   Modifiable Business Processes • Ad Hoc Payment Event • Ad Hoc Bank Transaction Event • Bank Account Event • Bank Statement Event • Bank Account Transfer Event • Miscellaneous Payment Request Event • Settlement Run Event Excluded: Rule-based business processes Procurement & Supplier Contracts Functional Area  In Scope (Y/N) Scope  Supplier Catalogs Y Up to 3 Excludes: Item Pictures Supplier Contract Types Y Up to 10 contract types. Enablement the following functionality only: Retention, Catalog, Scheduled/Manual Invoices, Scheduled/Manual Purchase Orders, Renewal Terms; Operating Leases, Financial Leases, Receive Contract Lines, Variable Payment   Excludes: Multi-supplier, Consignment, Multi- Participant, Obligations Supplier Contract Layout Y WD Delivered Supplier Contract Layout only. Excluded: AdobeSign setup Purchase Order Layout Y WD Delivered PO Layout only   Supplier Links (Punchouts) Y Up to 3 Procurement Commitment Accounting (REQ/PO) Y Internal Service Providers & ISP Catalogs Y Up to 3 Procurement Credit Cards N Purchase Items N Supplier Items associated with Purchase Items N RFx Processing N Location Customer Account Number N Ship To Locations Y Up to 30 Ship To/Deliver to Associations N Requisition Sourcing Rules Y Up to 3 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 29 of 83 Procurement Roll Forward Y   Requisition Templates Y Up to 5 Custom Validations Y Up to 15 Custom Objects N EDI Integrations (810,850,855,856) N Budget Check - See Budgets section for details Transaction Tax - See Transaction Tax section for details Modifiable Business Processes • Requisition Event • Purchase Order Event • Change Order Event • Supplier Contract Event • Supplier Contract Amendment Event • Receipt Event Excluded: Rule-based business processes Supplier & Supplier Accounts Functional Area  In Scope (Y/N) Scope  Suppliers    Y Up to 3000; USD only; Non- US addresses manual entry  Excludes: Non-US supplier settlement accounts; Company restrictions; legacy one-time payees Supplier Connections Y Supplier Categories Y Up to 5 Supplier Groups Y Up to 10 Supplier Classifications Y Delivered values only Reasons for Supplier Status Change Y Delivered values only Supplier Questionnaire/Questions N Payment Terms Y Up to 10 Payment Types Y See Banking & Settlement section above Payment Handling Instructions Y Up to 3 Supplier Payment ACH Remittance Email Y Email with .txt file format only   Aging Groups Y Delivered values only Supplier Accounts Match Rule Set Y 1 match rule set with up to 5 rules; Medium complexity  Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 30 of 83 1099 Configuration Y Spend category to 1099 Box mapping for MISC and NEC 1099s only 1099 MISC/NEC eFiling  Y Invoice Types by Country N Invoice Adjustment Reasons Y Up to 3 Invoice Eligibility Rule for Netting N Prospective Supplier Registration (External Site) N Supplier Portal    N    OCR/AP Automation N   Worktag Split Templates N Custom Validations Y Up to 15 Custom Objects N Budget Check - See Budgets section for details Transaction Tax - See Transaction Tax section for details Modifiable Business Processes • Supplier Event • Supplier Change Event • Supplier Request Event • Recurring Supplier Invoice • Supplier Invoice Event • Supplier Accounts Match Event Excluded: Rule-based business processes Transaction Tax (Sales) Functional Area In Scope (Y/N) Scope Transaction Tax Enablement Y Only enabled on Supplier Accounts transaction types. US only. Tax Authorities Y Up to 2 Tax Recoverabilities Y Up to 2 Tax Applicability Y Up to 2 Transaction Tax Rates Y Up to 10 Transaction Tax Codes Y Up to 10 Transaction Tax Rule for Country N Transaction Tax Rule Exception for Country N Transaction Tax Rule for Items N Transaction Tax Items Groups N Withholding Tax Rate N Withholding Tax Rule for Country N Withholding Tax Rule for Items N Third-Party Tax Integration N Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 31 of 83 Business Assets Functional Area  In Scope (Y/N) Scope  Business Assets Y Up to 15,000 assets including capital, expense (non-capital) and zero dollar Leased Assets Y Includes GASB87 & GASB96 setup Intangible Assets Y Composite Assets N Asset Books Y Up to 3 (Primary & Leases (GASB87, Software GASB96) Excluded: Tax Book Asset Book Rules Y Up to 3 (Primary & Leases (GASB87, Software GASB96) Excluded: Tax Book,Multi- Currency Multibook Accounting for Assets Y Asset Types Y Up to 11 Asset Classes Y Up to 36 Depreciation Profiles Y Up to 25 Bonus Depreciation N Asset Pooling Rules Y Asset Custodianship Y   Issue Assets to Workers Y    Custom Validations Y Up to 15 Custom Objects Y Modifiable Business Processes • Asset Registration Event • Asset Disposal Event • Asset Issue Event Excluded: Rule-based business processes Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 32 of 83 Expenses Functional Area In Scope (Y/N) Scope Business Purposes Y Up to 5 Spend Authorization Commitment Accounting Y Expense Credit Cards Y Travel/Shared Card N Cash Advances Y Expense Item Attribute Types Y Delivered values only Configurable Expense Item Attributes Y Up to 10 Expense Item Group Y Up to 5 Expense Items Y Up to 20 Hotel Itemization Mapping N Expense Policy Group N Expense Rate Tables Y Up to 2 rate tables; GSA rate load Travel Journals N Spend Data Y Delivered Airlines, Travel Cities, Hotels and Car Rental Agencies Spend Instructions for Expenses Y Basic formatting and URLs Expense Reimbursement based on Benefit Allowance N Expense Reimbursement for Non-Worker N Travel Profiles N Travel Booking Records N Mobile Enablement Y Receipt capture; Expense Report initiation and submission only Custom Validations Y Up to 15 Custom Objects N Budget Check - See Budgets section for details Transaction Tax - See Transaction Tax section for details Modifiable Business Processes • Spend Authorization Event • Expense Report Event Excluded: Rule-based business processes Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 33 of 83 Projects Functional Area  In Scope (Y/N) Scope  Projects  Y Up to 400 Capital Projects and Non-Capital Projects only Excluded: Billable Projects Project Hierarchies Y Up to 15 Project Status Y  Delivered only Project Groups Y   Importance Rating Y  Delivered only Risk Rating Y  Delivered only Project Dependencies Y   Project Phases Y   Project Tasks Y   Project Plan Templates Y Up to 2 Project Templates Y Up to 4  Project Capitalization to Business Assets from WIP Y See Business Assets section scope specifics WIP Exclusion Rules N Project Budgets Y 1 Virtual Project Plan Structure and 1 Virtual Child Project Plan Structure Ideas N   Initiatives N   Opportunity Projects N   Project Portfolios N   Project Scenarios N   Project Roles & Resource Plans Y For Project Time Tracking only. Up to 10 project roles. Project Resource Forecasting N Resource Templates Y For Project Time Tracking only. Up to 2 templates. Resource Forecasts with Worksheets  N   Standard Cost Rate Rules  Y Project Labor Costing and Burdening Y Transfer Pricing N   Workers/Dynamic Resource Pooling N   Multiple Funding Sourcing N Custom Validations  Y Up to 15 Custom Objects Y Modifiable Business Processes • Create Project • Edit Project Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 34 of 83 • Request Worker • Verify Capital Project Expense Excluded: Rule-based business processes   Customer Accounts & Contracts Functional Area  In Scope (Y/N) Scope  Customers Y Up to 5,000 US only Customer Contracts Y Up to 25 Customer Invoice Layouts Y 5 Custom Layout Dunning Letter Layout Y WD Delivered format only Customer Statement Layouts Y WD Delivered format only Customer Billing & Invoice Maintenance Y   Sale Items Y Up to 50 Payment Application Rules Y  WD Delivered only Credit Card Processing (Cybersource Connector) N Billing Schedule Templates Y Up to 2 Deferred Revenue Recognition Schedules Y Up to 2 Customer Portal N   Transaction Tax - See Transaction Tax section for details Budget Check   See Budgets section for details Collections and Dispute Activities Y   Interest and Late Fee Rules Y Up to 8 Rules Customer Invoice and Customer Statement Messages Y Delivered Message Only Custom Validations Y Up to 15 Custom Objects N   Modifiable Business Processes • Customer Event • Customer Invoice Event • Customer Refund Document Event • Bad Debt Write-off Event • Customer Contract Event  • Customer Contract Amendment Event  • Billing Schedule Event  • Revenue Recognition Installment Event  • Revenue Recognition Schedule Event  • Customer Deposit Event  Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 35 of 83 • Customer Payment Application Event  • Cash Sale Event  • Customer Payment Change Event • Customer Overpayment Event • Customer Contract Asset and Liability Reclassification Journal Event Excluded: Rule-based business processes   Grants Functional Area  In Scope (Y/N) Scope  Sponsors (Grantors) Y Up to 100 Award Proposals Y   Award Contracts & Required Attributes Y Up to 100 Award Schedules Y Up to 100 Award Plan Structure and Award Budgets Y Up to 3 Award Plan Structures Grant Worktag and Grant Hierarchies  Y   F&A Rate Agreements Y Up to 15 F&A Exceptions & Waivers Y Up to 30 F&A Revenue Allocations Y   Calculate F&A Costs Y   Object Class Codes Y   Sponsor Invoice Layout Y Up to 2 Sponsor Statement Layout Y Up to 1 Dunning Letter Y Up to 1 Sponsor Payment Processing Y   Letter of Credit Processing Y   Award Spending Restrictions Y   Special Condition Types Y Up to 10 Award/Grant Reporting/Dashboards Assignments, Default Worktags Y   Effort Certification N   Salary Caps Y   NSF Codes N   Catalog of Federal Domestic Assistance Y   Award Tasks Y   Custom Validations Y  Up to 15 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 36 of 83 Custom Objects N Modifiable Business Processes • Award Event • Award Billing Schedule Event • Award Budget Hub Event • Award Amendment Event • Award Tasks Event • Award Correction Event • Reprocess Award Costs • Letter of Credit Draw Down Event • Excluded: Rule-based business processes Strategic Sourcing Scope Strategic Sourcing - Expert Product Scope Included Suppliers  Custom field groups and up to 10 custom fields required for the Supplier Profile Sourcing  • Configured RFx Template(s), including the description, questionnaires & worksheets • 3 RFx templates for Expert Intake  • Intake Routing Rules (Projects and/or Contracts) • Configured fields included on Intake per Project and/or Contract type • Configured up to 20 Intake Routing Rules Pipeline Projects  • Edit default fields and configure custom field groups & up to 10 custom fields • Configured up to 3 Pipeline Project Types • Configured Financial Details settings Supplier Management (SRM) • Configure Standard Onboarding form. • Up to 2 custom form templates • Form Approval Groups • Form-to-profile data mapping • Customized Supplier Onboarding Project layout, incl. up to 10 custom fields • Performance Review master template & up to 2 SPM event templates • Customized Performance Review Project layout, incl. up to 10 custom fields Sourcing Contracts  • Up to 4 Contract Types • Custom field groups; up to 10 custom fields • Up to 10 Approval Groups & up to 20 Approval Rules • Up to 10 Contract Document templates Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 37 of 83 Customer Data Conversion  • Client is responsible for data conversion for projects or contracts using the WSS Data Importer and self-service instructions on Workday Community. Assistance on the process can be provided by the Functional Consultant if added as Additional Scope to the SOW. Extend Scope Table Extend Functional Area In Scope (Y/N) Scope Extend N Not currently in scope. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 38 of 83 Integration Scope Integration discovery will occur in Phase 0 and will continue through the Plan stage. During the Plan Stage, each existing system will be further analyzed against the functionality included in Workday to determine whether the system will be retired, interfaced, or remain as a standalone system. This review may determine that some integrations will not be necessary moving forward (a result of standardization, data warehouse etc. for example). Avaap has currently estimated 4200 hours to develop and test the integration listed in the table below. The table below lists the anticipated integrations and complexity considered as in scope for this project. Changes to this list could impact on the overall effort and cost of the project. Integrations that cannot be implemented using the Workday Integration Technology as described in this table will result in a Project amendment for the additional services required. Int # Integration Direction Template 1 ACA Integration Outbound EIB 2 Applicant Tracking System NeoGov Inbound Inbound Studio 3 E-Verify Bidirectional Bi-Directional Connector 4 VSP Vision Outbound Outbound Connector 5 VSP Vision Outbound (Retirees) Outbound Connector 6 United Concordia Dental Outbound Outbound Connector 7 United Concordia Dental Outbound (Retirees) Outbound Connector 8 Mission Square - 457 Contributions Outbound Outbound EIB 9 Mission Square – 457 Census Outbound Outbound EIB 10 Mission Square Loans Inbound Studio 11 Nationwide - 457 Outbound Outbound EIB 12 Lincoln Financial - Life, ADD, Disability Outbound Outbound Connector 13 CAPF Long Term Disability Outbound Outbound EIB 14 Healthcare Trust Enrollments - Vimly Outbound* Outbound EIB Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 39 of 83 15 Healthcare Trust Contributions - Vimly Outbound* Outbound EIB 16 Midamerica - 457 SSN replacement plan contributions Outbound Outbound EIB 17 Midamerica - 457 SSN replacement plan census Outbound Outbound EIB 18 Inspira Financial - FSA Enrollments Outbound Outbound Connector 19 Inspira Financial - FSA Contributions Outbound Connector 20 Inspira Financial – Cobra participant Outbound Connector 21 Inspira Financial – Retiree participant Outbound Connector 22 Vendor tbd - Long Term Care Outbound Connector 23 Vendor tbd – Long Term Care Inbound Studio 24 CalPers - Medical Outbound EIB 25 CalPers - Retirement* Outbound EIB 26 CalPers – Retirement – tier for new hires Inbound Studio 27 CalPers - Payroll Outbound EIB 28 New Hire State Reporting - DE34 Outbound EIB 29 SSA Integration* Outbound EIB 30 W2 Printing and Mailing - MHC* Outbound EIB 31 Cornerstone Departments Outbound EIB 32 Cornerstone Locations Outbound EIB 33 Cornerstone Userlevels Outbound EIB 34 Cornerstone Job Code Outbound EIB 35 Cornerstone Positions Outbound EIB 36 Cornerstone Demographic Outbound EIB 37 Wells Fargo ACH PPD Outbound Outbound Connector 38 Wells Fargo Positive Pay Outbound Outbound EIB Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 40 of 83 39 Employee Demographic data Workday to Telestaff Outbound EIB 40 Employee Time-off accrual data from Workday to Telestaff Outbound EIB 41 Time entry & Time-off data from Telestaff to Workday Inbound Studio 42 Telestaff - Schedule Changes Inbound - Telestaff to Workday Inbound Studio 43 – MHC vendor - 1099 Forms data - EIB outbound to MHC Outbound EIB 44 1096 Form - BIRT BIRT BIRT Report 45 1099 E-filing Integration Outbound Connector 46 US Bank P Cards Inbound Inbound Connector 47 Wells Fargo Positive Pay Outbound - AP Outbound EIB 48 Wells Fargo Cancelled Checks - AP Outbound EIB 49 Wells Fargo ACH CCD Outbound Outbound Connector 50 Wells Fargo Wire Payments Outbound Outbound Connector 51 Wells Fargo BAI2 Inbound Inbound Connector 52 OKTA* SSO SSO 53 Badging/ID Demographic AMAG Symmetry Outbound EIB 54 GSA Rate Integration* Inbound Studio 55 Strategic Sourcing Supplier Synchronization Bi-Directional Connector 56 Contracts Connector Inbound Connector 57 Award to Requisition Connector Inbound Connector 58 Support for Teller Inbound API Connection for Revenue/GL Bi-Directional Webservice 59 Teller Employee Demographics Outbound Outbound EIB 60 Sprypoint Employee Demographics Outbound Outbound EIB 61 Punchout Vendor #1 (Punchouts, POs, Invoices)* Bi-Directional Connector 62 Punchout Vendor #2 (Punchouts, POs, Invoices)* Bi-Directional Connector Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 41 of 83 63 Punchout Vendor #3 (Punchouts, POs, Invoices)* Bi-Directional Connector 64 Check Layout Payroll * BIRT BIRT Report 65 Check Layout AP * BIRT BIRT Report 66 Customer Invoice Layout * BIRT BIRT Report 67 Sponsor Invoice 1* BIRT BIRT Report 68 Sponsor Invoice 2* BIRT BIRT Report 69 Sponsor Statement* BIRT BIRT Report 70 Dunning Letter* BIRT BIRT Report 71 Laserfiche Outbound Electronic personnel file for things not stored in Workday (ex. subpoena requests for discipline excluding “sealed/protected” info), pay and job history, cornerstone perf. review, papers re: benefits (ex. Birth/ marriage/disabled dependent cert) onboarding acknowledgments re: Admin Orders (in neogov now); scan paper docs into this for 1 database that stores ALL info related to ee Studio 72 EDD file for new hires uploaded to Employee Development Department of California (compliance) Outbound EIB 73 Questica Accounting Journals Outbound Outbound EIB 74 Questica Budget Amendments Outbound Outbound EIB 75 Questica Employees EIB Outbound Outbound EIB 76 Questica Position EIB Outbound Outbound EIB Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 42 of 83 77 Questica Position Allocations EIB Outbound Outbound EIB Data Conversion Scope The following tables depict the tenant builds for the phases of the project: Deployment Phase 1 – Platform Foundation Tenant End to End Tenant Gold/Pre-Production Tenant Avaap Data Conversion Responsibilities 1. Provide guidance on data gathering, population of the Workday deployment workbooks, and performing required data clean-up efforts; 2. Utilize the Client-established secure FTP site (sFTP) for data conversions. This site can also be used to collaborate on sensitive test data with vendors during the implementation; 3. Load data gathered by Client into the Workday Tenants, and 4. Provide guidance on data validation practices including knowledge transfer on how to use the Workday data audit reports. Client Data Conversion Responsibilities 1. Provide a secure SFTP site, before the build of the Foundation Tenant, for data conversions or sharing sensitive data; 2. Provide subject matter experts for legacy system data; 3. Develop data mapping and crosswalks between conversion and legacy system data elements, and Workday system objects; 4. Extract necessary data from its legacy systems; 5. Populate the Workday Deployment Workbooks as 6. Manually convert certain data (including non-electronic data and certain failed conversion records); 7. Supply mapped data that is complete, accurate and de-duplicated; 8. Clean and correct validated data, in accordance with the project schedule; 9. After the data is loaded, validate the quality and integrity of the converted data and provide corrected data when needed; Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 43 of 83 10. Perform its data gathering responsibilities in a timely manner as determined in Plan Stage; 11. Enter any "catch-up" transactions in the Gold Tenant, that have occurred since the legacy system snapshot/freeze used to build the Gold tenant. HCM & Payroll Data Conversion Scope: Functional Area Scope Population HCM Current Job/Position details: Job profile, time type, default and scheduled hours, work shift, location, position ID, position title, business title, employee contracts and contingent worker supplier and rates Current Organization assignments: Company, cost center, region, custom organizations, retiree, supervisory organization (single ‘terminated’ org for all terminated workers) and pay group Service dates: Original hire date, most recent hire date, position start date for conversion, continuous service date, termination date (most recent for current terminations only) and all other Workday delivered service dates Current biographic data: Legal and preferred name, date of birth, date of death, gender, disability status, ethnicity, marital status, citizenship status, military status, Current ID information: License, visa, passport, national ID, additional government IDs and custom IDs  Current contact information: Home address and home and work telephone, email, instant messenger and web address Prior Year Employees: to be converted into a termination supervisory organization and use current job catalog Active Employees Contingent Workers, Retirees and Employees paid within current calendar (go-live) year (current year plus full prior year) Transactional HCM Transactional history conversion is excluded.    History from a Previous System Job History: 1 Year of employee job/position history to be converted to Workday’s job and position history from a previous system area. If the Client would like to load additional years training will be provided to Client to load additional years. Compensation History: 1 year of employee compensation history to be converted to Workday’s compensation history from a previous system area. If the Client would like to load additional years training will be provided to Client to load additional years. Active Employees, Retirees and Employees paid within current calendar (go-live) year Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 44 of 83 Functional Area Scope Population Compensation Current Compensation data: Most recent effective date of compensation change, compensation grade and grade profile, compensation step (if included in compensation scope), base pay amount and plan (salary or hourly), merit plan and allowance. One-Time Payments: History excluded Active Employees Benefits Related Persons: Dependents and beneficiaries (including trusts) associated with a worker. Current Benefit Elections: Current healthcare, insurance, spending account, health savings, retirement and additional benefit elections and associated dependents and beneficiaries. Affordable Care Act (ACA) History: Current year medical election changes and ACA hours & wages to support ACA reporting. Excludes: Emergency Contacts Active Employees Absence Management Leaves: Current leave event data for employees on leave and leave activity for previous 12 months Carryover Balances: Current absence plan balances at time of cutover Active Employees Payroll Payroll History: Current YTD for each earning, deduction and tax jurisdiction including gross wages, taxable wages and subject wages, for federal, state, and all local taxes for both employee and employer reconciled to tax returns loaded as quarterly data. Tax Elections: Current employee tax elections for federal, state, and local tax withholdings such as married, single, allowances, and number of exemptions and tax treaties. Additional Payroll Data: Payment elections and costing allocations. Excludes: Withholding Orders and Deduction Recipients Active Employees , Retirees and Employees paid within current calendar (go-live) year Financials Data Conversion Scope: Functional Area Conversion Item Scope Financial Accounting Beginning Balances Beginning balances GL Detailed Journals 1 year summary journals Banking & Settlements Outstanding Checks Unreconciled checks at point of cutover date Opening Bank Balances Load prior cutover month bank statement  Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 45 of 83 Functional Area Conversion Item Scope Budgets Budget Beginning operating budget for current FY, including any amendment necessary to reflect the current balance (at least 2 years prior years budget converted to Workday). Procurement & Supplier Contracts Purchase Orders As needed at point of cutover; un-invoiced/un- receipted purchase order lines only. Supplier Contracts All outstanding contract balances includes lease contracts Suppliers & Supplier Accounts Suppliers Active suppliers with payments within the last two fiscal years; includes associated remit-to and order-from connections; USD currency only Excludes: Non-US addresses; non-US supplier settlement accounts Approved/Unpaid Supplier Invoices As needed at point of cutover; Accounting Date will be set to first day of first period opened in WD for transacting Excludes: Future dated invoices Active Recurring Supplier Invoices Manually entered by client at point of cutover as needed Outstanding Supplier Invoice Adjustments (Credit Memos) Manually entered by client at point of cutover as needed 1099 Adjustment All 1099 payments from January 2026 – August 2026 related to converted suppliers Supplier Invoice History Up to two years of invoice history related to active converted suppliers; for duplicate supplier invoice purposes only – not at transactional/accounting level Business Assets Business Assets All active assets capital and non-capital only. Projects Projects All active projects at point of cutover including capital projects Excludes: Billable Projects Note: Project WIP balances will be converted via the GL balance conversion without the Project worktag – balances will be manually allocated via journal entry to Projects converted into the tenant. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 46 of 83 Functional Area Conversion Item Scope Project Budgets Beginning project budgets at the point of cutover Customer Accounts & Contracts Customers Up to 5000 active customers with receivables/payments within the past year. Customer Contracts Up to 50 active contracts at the point of cutover Unpaid Customer Invoices Up to 200 open invoices at the point of cutover Customer On-Account Balances Up to 50 on-account balances at the point of cutover Grants Sponsors Up to 100 Sponsors or Grantors Awards Up to 100 active awards along with their grants, award schedules, and award budgets at the point of cutover. Inception to Date Grants GL Conversion Inception to date balance conversion for all converted awards Grants AR Conversion All Open AR Balances and On-Account Balances for converted awards Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 47 of 83 Workday Prism Scope Functional Area Description In Scope (Y/N) Scope Prism     Historical Data Storage and Reporting Y During Plan and Architect & Configure stages Avaap and Client will mutually agree on Use Case scope, gather high-level requirements, and initiate conceptual design via a series of workshops. Use Cases will be identified, documented, and prioritized then development responsibility assigned. For purposes of this SOW, it is anticipated that Prism will be used for historical data currently residing in Client’s legacy HCM and/or FIN system(s). This use case is intended to support Client’s data retention requirements. At the beginning of the Phase 1’s Architect & Configure stage, Avaap will lead 1-day working development session to support Client report teams with initial Prism report development activity. Avaap will develop the mutually agreed upon Use Case scope and provide knowledge transfer support to Client resources. Prism Assumptions: For purposes of this SOW, Prism historical data sources are limited to Client’s legacy HRIS HCM system(s) and Financials system(s). Prism Analytics is not designed for use with PCI or PHI data and any such data will be out of scope. Client will identify and confirm the specific data sources to be used and the Client must have independently obtained the rights to use all the selected data sources for the intended purpose. Avaap does not provide any data. Client is responsible for data cleanup prior to data being loaded into Prism. Client will make available resources familiar with external data. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 48 of 83 Reporting Scope At the point of executing this SOW, Workday delivers over 5,500 standard reports within the solution. That list of delivered reports will grow and evolve during the life of the project. Our assumption is that the Client will adopt as many reports “as delivered” as possible. During the project the Avaap team will enable delivered security for all Workday standard reports related to the configuration scope above. This should resolve many of the traditional reporting needs. We also recognize the importance of reporting within the Client’s operation. As such, we have allocated 300 hours to support to assist Client in building custom reports. The hours allocated by Avaap to support the Client should provide sufficient effort to assist Client with creating the custom reports. If custom reports are needed that exceed the allocated hours, an amendment will be executed to increase scope. End users will have the opportunity to evaluate standard reports during the Plan phase. Requirements for custom reports must be complete before the end of the Architect & Configure Phase so they can be tested during the Test phase. Changes to report repository require formal change control after that milestone. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 49 of 83 Change Management Scope Avaap’s organizational change management (OCM) Core Advisory+Training service is outlined below and describes the OCM activities and deliverables as well as delineating responsibilities between the Avaap OCM project team and the Client OCM team. This list represents the high-level scope of Avaap’s OCM effort for this project. Avaap has estimated 1420 hours towards this effort. The hours estimated for the Avaap OCM resources cover the activities and work outlined in the chart below for the implementation. Detailed activities and assignments will be finalized as part of the OCM Project Planning Activity listed in the Plan phase below. Avaap will work with both the client OCM lead and all vendors involved in the implementation project, including Workday, Sprypoint, Teller, and Questica, to align all OCM activities to support the end-user community. The table also includes RACI information for these high-level activities and deliverables: • R = Responsible • A = Accountable • C = Consulted • I = Informed Activity Avaap Responsibilities Avaa p Client Responsibilities Client OCM Discovery and Operating Routines Assess client background materials (organization charts, current state documentation, etc.), conduct OCM intake interviews, establish OCM team roles and responsibilities, and schedule recurring workstream meetings RA Provide background materials and coordinate/participate in discovery sessions R OCM Timeline and Activities With input from client, draft the OCM timeline and major milestone activities and incorporate into the overall project plan as appropriate RA Contribute to, review, and approve the OCM timeline and associated activities C Leading Change Workshop Partner with the client to determine the need to (and) deliver a customized change management workshop to organizational leaders on change principles and concepts, leading others through change, connecting with stakeholders, and an overview of Avaap’s change management approach for the Workday implementation. RA Partner with Avaap to assess the need for a Change Leadership workshop, provide organizational insights, and facilitation/logistical support to the development and delivery of the workshop. R Organizational Assessment Lead and partner with client’s OCM Lead to assess organizational culture, value systems, history of managing RA Partner with Avaap OCM Lead to assess organizational culture, value systems, history of R Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 50 of 83 Activity Avaap Responsibilities Avaa p Client Responsibilities Client change, stakeholder readiness and capacity to undergo a transformational change managing change, stakeholder readiness and capacity to undergo a transformational change Workday Readiness Workshops In collaboration with Avaap EM and Client OCM Lead, develop and conduct onboarding workshops for project team functional leads and SMEs to prepare the team for life on a Workday implementation. RA Partner with Avaap OCM Lead to review, edit, and deliver content to the project team. R Sponsor Assessment Identify and assess the traits of the primary change sponsor(s) accountable for the change. RA Partner with the Avaap OCM Lead to identify and assess the primary sponsor(s) accountable for the change. R Stakeholder Interviews Advise on approach and provide execution of stakeholder interviews; Conduct up to 25 stakeholder interviews and summarize results (themes, risks, and opportunities) RA Contribute to stakeholder interview approach, schedule and conduct any additional stakeholder interviews as necessary, and analyze/summarize results (themes, risks, and opportunities) R Communications Channel Analysis Advise and partner with client’s OCM Lead to assess communication needs, channels, and ability to deliver key messages to determine the communication effort required to support the transition to future state. RA Partner with the Avaap OCM Lead to inventory and evaluate organizational and departmental communication needs, channels, and information flow. R Change Impact Assessment Advise the client's OCM lead on the documentation and analysis of change impacts and use of a change impact analysis tool RA Partner with Avaap OCM lead to document and analyze change impacts R Risk & Resistance Assessment Advise and partner with the client’s OCM Lead to determine and anticipate identifiable risks to the proposed change RA Partner with Avaap OCM Lead to determine and anticipate identifiable risks to the proposed change R OCM Strategy Develop the OCM strategy for the project, review with client and secure alignment and approval RA Partner with Avaap OCM Lead as resource in the development of the OCM strategy for the project, R Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 51 of 83 Activity Avaap Responsibilities Avaa p Client Responsibilities Client obtain approval, and readout to project team OCM Plan (V1) Develop the initial version of the OCM Plan and integrate the plan into the overall project plan. NOTE: the OCM Plan should be viewed as a living document that will be reviewed and modified as needed in response to the project and end-user needs. RA Partner with the Avaap OCM lead on the development of the initial OCM Plan. Review and approve the plan. R Stakeholder Engagement Plan With input from client, develop the initial engagement approach and plan RA Partner with Avaap OCM Lead to develop engagement approach R Communications Plan With input from client communication lead, develop the initial communications approach and timing RA Partner with Avaap OCM communications lead to develop communications approach and timing R Communications Content Advise on the development of communication content, provide guidance on key messaging and survey content to assess engagement effectiveness C Develop and deliver communication content; review, edit and deliver surveys, provide results for analysis to Avaap OCM lead (depending on survey tool used) RA Change Agent Network Plan Advise and partner with client's OCM lead on the structure and deployment of a change agent network R Partner with Avaap OCM lead to develop change agent network approach, recruiting plan, and project plan RA Change Agent Network Content Advise the client's OCM lead on content and topics for recurring change agent network meetings C Develop and deliver content for change network meetings, Schedule and lead/host change agent network meetings RA Change Impact Analysis Partner with client's OCM lead on the review and analysis of project configuration changes and Advise on changes to communication plan, engagement plan, change network plan, and training plan. R Participate in Workset A, B, C Playback sessions and Customer Confirmation Sessions to listen and capture end user change impacts. Review RAIDQ as needed and necessary. Maintain change impact log. Update communication, engagement, change RA Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 52 of 83 Activity Avaap Responsibilities Avaa p Client Responsibilities Client network, and training plan as needed. Training Needs Analysis In partnership with client, develop and execute the training needs analysis to assess end user learning needs and requirements RA Partner with Avaap OCM lead to conduct training needs analysis R Learning Intake Sessions Advise and partner with the client’s OCM Lead on development and facilitation of learning intake sessions to validate change impacts C Partner with Avaap OCM Lead to develop and lead learning intake sessions with each workstream to capture and validate change impacts RA User Adoption Metrics Advise the client's OCM lead to define user adoption metrics C Partner with Avaap OCM lead to determine user adoption metrics, baselines, responsibilities, and routines RA Training Approach and Plan Lead, in partnership with client's training lead, the development of a training approach and plan for employees and managers RA Partner with Avaap OCM lead to develop training approach and plan, obtain approval, and readout to project team R Curriculum Plan Partner with client to lead the development of a curriculum plan for employees and managers RA Partner with Avaap OCM lead to develop training curriculum plan, obtain approval, and readout to project team R Training Material Development Lead the development of training material for employees and managers as outlined in the training curriculum plan, and the finalizing of material post WES as appropriate RA OCM lead will coordinate the input, review and approval of material for employees and managers, finalize material post WES and post material to training site (TBD). R Workday Experience Sessions Advise on the execution of WD experience sessions and advise on incorporating feedback into all OCM and training plans and materials as appropriate C Manage logistics in partnership with PMO, facilitate/lead the execution of the WD experience sessions, gather feedback, update training materials as needed and necessary. RA Future State Sustainment Partner with client's OCM lead to plan sustainment considerations, including but R Partner with Avaap OCM lead to develop sustainment plan in partnership with RA Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 53 of 83 Activity Avaap Responsibilities Avaa p Client Responsibilities Client not limited to new hires and release management client's internal functional resources Adoption Activities Advise client’s OCM lead on planning and development of adoption activities C Partner with Avaap OCM lead to develop and deliver/lead adoption activities RA Transition Plan Develop approach to transition OCM plan to client post go live RA Partner with Avaap OCM lead to develop approach to transition OCM plan to client post go live R Training Delivery Advise on training delivery for employees and managers C Coordinate and deliver all training (train-the-trainer) RA Organizational Readiness Partner with client OCM Lead to develop approach for organizational readiness assessment; recommend updates to organizational plans and activities based on results R Develop, edit, review and execute organizational assessment and analyze data, adjust launch plan as appropriate for effectiveness RA Celebrate Success Advise client OCM Lead to plan go live celebration and recognition of team accomplishments. C Partner with Avaap OCM Lead to plan and execute go live celebration and recognize individual and team accomplishments. RA User Satisfaction Surveys Partner with client to design questions and approach for end user satisfaction surveys R Contribute to end user satisfaction survey approach and question development and execute end user satisfaction surveys RA Conduct Lessons Learned Develop approach and execute the evaluation of the success or adoption outcomes of the OCM program, record learnings and share improvements for future endeavors R Partner with Avaap OCM Lead to review, edit, deliver lessons learned, and report back to the change sponsor RA Change Agent Network Closeout Advise on final meeting of change network, appreciation measures, feedback C Partner with Avaap OCM Lead to develop and host final meeting with change agent network, facilitate recognition and experience feedback RA Operationalize Future State Sustainment Plan Transition ownership of OCM to client according to sustainment plan approach R Client takes ownership of OCM activities RA Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 54 of 83 Items Out of Scope The following items shall be considered outside the scope of this SOW. Avaap can provide these services, pending execution of an amendment. • Training content for non-Employee Self Service (ESS) and Manager Self Service (MSS) functions. • Complex, interactive e-learning content; e-learning content in-scope will be limited to editing of video content from the Workday Adoption Kit or minor editing of recorded virtual training sessions. • Development of net new training materials or job aids not included in the Workday Adoption Kit. • Training logistics, including identification and scheduling of physical training space, procurement of laptops or other technology required for training, scheduling of participants for specific sessions, completion tracking, import of any self-paced training materials into a learning management system (LMS). Project Management Scope Avaap will provide project management services throughout the duration of the project to meet expectations defined in the Project Charter which will be mutually developed and approved by the Client during the Plan stage of the project. The Project Charter provides authorization for the Project and identifies project goals, objectives, scope, governance structure, acceptance criteria, roles, and responsibilities. The Project Charter typically includes the following: • Project Scope (SOW serves as key input to the scope) - Business Need - Project Objectives and Justification - Scope Description - Project Schedule (Mid-Level) - Project Constraints - Project Exclusions - Project Assumptions - (Known) Projects Risks and Mitigation • Governance - Guiding principles - Governance model • Executive Sponsors • Steering Committee Structure • Issue and Decision Escalation & Timing • Acceptance Criteria - Change Control processes and procedures • Project Management - Expectations for project management include meeting cadence, meeting protocols, project tools, status reports, risk management, quality assurance and delivery assurance. - Methodology - Time entry, invoicing, and payments • Roles and Responsibilities - Project team Organizational Chart Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 55 of 83 - Project Team Roster & Responsibilities • Project Communication Plan - Reports and meeting overview - Weekly cadence of meetings and reporting activities - Monthly Steering Committee cadence • Project Charter Approval - Version Control The Avaap Engagement Manager (EM) will establish a framework for project planning, communications, reporting, procedural and contractual activity, and other activities associated with the Services, and will: 1. Review the SOW and the contractual responsibilities of all Parties with the Client Project Manager and other vendor project managers (Teller, Sprypoint, Questica); 2. Maintain project communications through the Client Project Manager and other vendor project managers (Teller, Sprypoint, Questica); 3. Coordinate the establishment of the project environment; 4. Establish documentation and procedural standards for deliverables; 5. Prepare and maintain the Avaap project plan which will include, an accounting of tasks, schedules and resources. The Avaap project plan will include all products included in the project scope including Teller cashiering, Sprypoint utility billing, and Questica budget tools. 6. Coordinate and discuss the activities of Avaap project personnel; 7. Schedule and conduct regularly scheduled project status meetings; 8. Review current Project Plan status, prior deliverables completed during the last reporting period, Project Plan for the next 90 days, schedules for the next 30 days , resources, and expected travel and incidentals within the next 21 days, and make changes or additions, as appropriate for Client’s approval; 9. Measure and evaluate progress against the Avaap project plan with the Client Project Manager; 10. Communicate new or unresolved Project change requests per the process defined in the Project Control Change Procedure; 11. Work with the Client Project Manager to address and resolve deviations from the Avaap project plan following the Escalation Procedure; 12. Review the Avaap standard invoice format and billing procedure to be used on the project with the Client Project Manager; 13. Coordinate with Workday, on behalf of Client, to mitigate identified risks and confirm the project adheres to the Workday methodology; 14. Administer the Project Change Control Procedure with the Client Project Manager; 15. Perform Avaap roles and responsibilities as indicated in Appendix D, "Detailed Project Roles". IDuring conversations in Phase 0 and the Plan Phase, Avaap will work with the City to finalize documenting the project management needs and determine the full scope of responsibility and expectations of the client-side PM. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 56 of 83 Appendix B: Avaap Elements Implementation Methodology (based on Workday Launch) The overall guiding philosophy of the project assumes that the Client will standardize business processes delivered by Workday to streamline operations and provide efficiencies across the organization. As part of the implementation Avaap will identify and recommend industry best practices for the Client’s Workday solution. Elements Methodology The Avaap Elements Deployment Methodology, (based on Workday Launch) consists of the following four stages Plan, Architect & Configure, Test, and Deploy. It also includes Postproduction Support (each, a “Stage”). At the conclusion of each Stage, Avaap will work with the Client to obtain sign off before proceeding to the next Stage. The Services and work products within each Stage of the methodology are explained below. Work products and the respective responsible parties are listed for each Stage. Prior to the beginning of the first project Stage, Plan, Avaap works with the Client to execute Phase 0 activities. Phase 0 – Pre-Project Planning The Phase 0 activities are labelled as “Pre-Project Planning” because they include workshops and exercises that are typically completed before the formal kick-off of the Workday methodology. During Phase 0, Avaap and Client will focus on elements such as the leadership workshops, strategic alignment, project planning, and resource planning to help Client prepare for the Workday project. The goal for this phase is to set the proper expectations for the project, to align leadership to the vision for Workday, and to establish the proper priorities to account for other on-going Client initiatives that may create contention for resources. This phase also provides an initial checkpoint for Client project readiness and minimizes inefficiencies once the implementation team is fully engaged. Prerequisites • Acquisition of appropriate software solution from Workday. • Execution of the Statement of Work by both Avaap and Client Phase 0 - Outcomes: • Client’s resource Workday Training Plan • Project Vision • Guiding Principles • Project Success Indicators Workday Phase 0 Workshops Overview Program Director Pre-Planning Guidance Sessions • The Avaap Program Director and Engagement Manager will meet with the Client to provide guidance on topics such as project expectations, establishing and enforcing project governance, project documents, Client project team and resource planning, and project/PMO setup. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 57 of 83 • The Avaap Program Director and Engagement Manager and technical team will meet with the Client to conduct Integrations and Reporting alignment reviews. Plan Stage • This Stage of the project formally documents the project goals, scope, timeline, and milestones that will be executed as part of the complete project plan.  • The Plan Stage defines the project team members, and the roles and responsibilities that shall be performed in accordance with the Avaap project plan, communication strategy, and deployment methodology.  • Final resource assignments will be confirmed in the Plan Stage. • The Stage starts with a project orientation meeting to begin the project planning activities and concludes with a formal project kickoff at the end of the stage for the larger project team.    The following table provides an overview of tasks and activities to be completed during the Plan Stage.    Stage Avaap Responsibilities Client Responsibilities Plan • Assemble the Avaap project team and introduce to Client counterpart(s). • Review Launch Approach, Scope, and integration discovery document with Client. • Schedule recurring project meetings and status reporting • Jointly schedule planning sessions • Conduct project planning sessions. • Create the Project Plan • Establish a regular cadence of meetings including attending the steering committee meetings. • Create the integration tracker and associated dashboard. • Send FDM preparation email to Client FDM lead(s) • Conduct Foundation Data Model sessions. • Provide FDM data gathering and configuration workbooks, and assist with questions regarding mapping of data to Workday data model. • Present standard Workday high-level data conversion strategy and plan • Jointly schedule Foundation Alignment Sessions (SMEs planning for design) • Identify and provide project team and project SMEs. • Identify stakeholders, sponsors, and system administrators. • Establish and attend monthly Steering Committee meetings including Avaap Engagement Manager (Avaap EM) • Participate in planning sessions. • Provide input into the Project Plan • Provide integration requirements and existing sample files. • Notify third-party vendors for integrations and obtain agreement to project timelines. • Provide third-party vendor contact information. • Work with Avaap to set up the SFTP site for sharing confidential/private employee data. • Provide FDM pre-work per preparation email instructions. • Complete FDM data gathering and configuration workbooks and submit to Secure File Transfer Protocol (SFTP) site. • Populate Discovery Log and attend Discovery Sessions • Identify initial risks and recommendations to reduce risk. • Initiate process of receiving requirements to third-party vendors • Receive integration requirements from third-party vendors. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 58 of 83 • Jointly create the executive presentation for project kickoff meeting • Send Discovery Log to Client SMEs for population. • Schedule Functional Discovery Sessions • Review Discovery Log once populated by Client and execute Discovery Sessions • Receive provisioned tenant from Workday. • Participate and support the project kickoff meeting. • Work with Client to set up SFTP site for sharing confidential/private employee data. • Load applicable Client Worker data for Foundation Tenant per Data Conversion Strategy and Plan • Schedule and conduct Project Initiation Checkpoint Workday Delivery Assurance review • Provide stage sign-off document. • Prepare for Foundation Alignment Sessions • Provide an overview of reporting in Workday • Confirm Client Named Support Contact (NSC) • Develop training plan for project resources. • Identify key resources to complete Workday training. • Identify client stakeholders and SMEs involved in the project and adjust their workloads as needed for their participation. • Complete Workday training including integration, and functional training. • Jointly create the executive presentation for project kickoff meeting • Lead the project kick off meeting. • Provide plan and policy documents. • Jointly schedule Foundation alignment Sessions (SMEs planning for design) • Provide the first draft of the report repository, inclusive of all reports desired in Workday. • Sign off on stage   Plan Stage Assumptions: • Each party shall assign a Project Manager/Engagement manager to manage such party’s roles and activities for this Project. • Avaap Engagement Manager and Consultants shall provide an overview of preparation activities to the Client leads. • Client shall assign a Test Lead as the overall owner of the testing processes across the Stages. • Each party shall assign an applicable Executive Sponsor(s) to participate in Steering Committee meetings and be available to assist in resolving issues. • Client agrees to use Avaap’s standard collaboration tools, Smartsheet and SharePoint, to maintain Project documentation and support Project administration.   Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 59 of 83 Architect & Configure Stage  During the Architect & Configure Stage of a Workday deployment, Avaap Consultants demonstrate Workday best practices and configuration. On-going meetings are scheduled to align the client's business practices with Workday delivered functionality.  Unit testing may identify small configuration changes and data clean-up activities prior to End-to-End testing and will be captured and used to build the End-to-End tenant.  Unit testing will include knowledge transfer on how to execute the test scenarios targeted for the functional configuration, reports, and integrations. Client conducts formal Customer Confirmation Sessions (CCS) after Unit Testing.  The following table provides an overview of tasks and activities to be completed during the Architect & Configure Stage.  Stage Avaap Responsibilities Client Responsibilities Architect & Configuration (Alignment)   • Manage the project plan. • Participate in weekly project meetings. • Provide status reports and attend monthly Steering Committee status meetings. • Conduct weekly workstream meetings.  • Gather integration requirements and build integrations. • Conduct Foundation Alignment Sessions. • Deliver the Avaap assigned integration design documents. • Provide validation reports for the Foundation/Configuration tenant. • Provide Avaap Workday test scenarios template. • Finalize Tenant Management Plan. • Schedule and conduct Workday Delivery Assurance reviews. • Provide stage sign-off document. • Conduct scope alignment analysis. • Provide input to the project plan. • Participate in weekly project and workstream meetings. • Hold steering committee meetings. • Assist in clarifying configuration requirements. • Participate in alignment workshops and any project-related meetings. • Conduct integrations architect workshop (design sessions) for Client assigned integrations. • Review and sign off integration design documents (after detailed design review sessions). • Validation of Foundation/Configuration tenant build. • Reviewing existing reports and confirming which Workday report will meet these needs and identifying any necessary custom reports as part of the alignment stage. • Define and document test plan and test scenarios (unit, End-to-End, user acceptance criteria). • Sign off on stage. • Begin functional knowledge transfer process during configuration unit testing. • Support the preparation and execution of Customer Confirmation Sessions (CCS). • Lead unit testing kickoff session. • Execute Unit Test scripts. • Conduct Customer Confirmation Sessions (CCS) with Avaap support • Build Client assigned integrations. • Create integration operations guides for all Client assigned integrations.  Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 60 of 83 • Conduct unit testing of integrations developed by Avaap. • Create Integrations operations instructions guide for Avaap assigned integrations. • Assist with questions regarding mapping of data to Workday foundation data model (FDM). • Build of End-to-End tenant. • Provide exception reports/issues log from End-to-End tenant build. • Provide validation reports and support validation efforts of End- to-End tenan.t • Advise on test scenarios. • Refine report repository. • Design and develop all custom reports in-scope., focusing on highest priority reports • Conduct smoke test for functional configuration of End-to-End tenant. • Support unit testing and resolve defects reported. • Conduct legacy conversion design sessions and provide Workday file format for upload (EIB). • Update and sign off on configuration changes identified during CCSP. • Provide required data for End-to-End tenant and submit to SFTP site. • Review and resolve issues identified in data conversion process in preparation for End-to-End build. • Refine report repository. • Sign off on stage. *For sample list of Work Products, see Appendix C: Work Product Inventory     Architect & Configure Stage Assumptions • The Client will standardize and align business processes, business practices, and business policies across the organization. • Avaap will provide guidance and a knowledge sharing plan to empower Client functional/technical resources to complete activities. Avaap will perform knowledge transfer of baseline/best practice use case for WD transactions so client understands transaction use and client-based use cases can be written and executed.  • Client shall have knowledge of and/or provide documentation that reflects its existing business processes. • All Client Subject Matter Experts must attend Workday Fundamentals training for their area of responsibility prior to the start of the Architect & Configure Stage. • Avaap consultants will review all relevant functional, technical, and project management related documentation provided by Client prior to the start of alignment sessions. • Avaap and Client resources will review and align business processes and configurations during the alignment sessions. • Client is responsible for the timely coordination of internal resources necessary to conduct all required workshops/alignment sessions. • Client will extract data from its current systems, ensure data quality, and provide data in the format required by Workday via Avaap provided data gathering workbooks. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 61 of 83 • Client Test Lead will populate the Avaap provided test strategy template, support the testing cycles, including roles and responsibilities, testing schedule and process for managing test execution and issue resolution. • Client Test Lead will work with Avaap Engagement Manager to set up Avaap provided tools used to track execution of test scenarios, resolution of defects, and report test status metrics. • Client is responsible for completing agreed upon testing activities. • Client is responsible for the test strategy, approach, and test scenarios for each of the test cycles. • Client shall perform unit testing to ensure the requirements are met, and defects found before entering End-to-End testing. • Client shall develop the test resource plan and assign each scenario to Client testers to ensure all scenarios are executed. • Avaap Engagement Manager and Functional leads shall support Client during the unit testing to ensure critical defects are resolved and closed. • Avaap Engagement Manager and Functional leads shall review the test strategy and test scenarios created by the Client to verify they reflect the design decisions made in the deployment. • Client Test Lead shall plan for the development of the deployment’s test strategy and for training Client resources on test scenario creation. The Avaap Engagement Manager shall support the Client Test Lead in these activities by helping them prepare for during the Architect & Configure Stage: test strategy and test scenario creation. The client is responsible for the development of test scenarios. • Client functional and technical analysts shall develop the user test scenarios and scripts. Avaap shall provide standard test scenarios to be used as a foundation; however, Client team shall develop detailed test scenarios based on Client’s user requirements and system configuration. • A select group of Client end users shall conduct unit testing with defined scenarios to confirm that configuration adheres to requirements determined during Alignment sessions. Formal sign-off by Client is required. Avaap shall provide reasonable guidance to support testing. • Client shall provide the necessary training for testing participants in advance of the testing start dates, as well as general knowledge of test management procedures.   Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 62 of 83 Test Stage  The Test Stage consists of separate testing efforts, each with a different set of conditions and a different purpose: • End-to-End testing: holistic, business function testing that crosses functional areas and is performed by Client to verify the system functions as expected.  This test effort includes all relevant business processes, integrations, security, and reports. • Regression testing (when applicable): Re-test to validate no impact on business functions due to recently released functionality. Isolated testing for the moves to Production. Preparation for milestone functionality uptakes. • Parallel Testing (when Payroll is in-scope): payroll results from Workday Payroll are compared to the legacy system results for the same period and material differences are either reconciled or corrected. A separate Parallel Payroll Tenant is copied from the existing End to End tenant to support this test effort. Client will perform any required catch-up transactions to bring the Tenant in line with transactions for the identified test periods for the equivalent time. Detailed YTD totals for all earnings, deductions, taxes, and taxable and subject wages are required to be loaded at the employee level to produce accurate results. This test effort includes a maximum of three (3) iterative cycles of testing for each unique payroll cycle.  Each cycle must meet an established level of accuracy before proceeding to the next cycle or to the conclusion of the Test Stage.  These parallel cycles will be simulated rather than in real time. Transaction entry and reconciliation will be completed by Client.   The following table provides an overview of tasks and activities to be completed during the Test Stage. Stage Avaap Responsibilities Client Responsibilities Test • Manage the project plan and participate in weekly project meetings. • Create integrations schedule recurrence tracker. • Participate in test kickoff session. • Participate in end to end or parallel test status meetings, limited to one (1) Avaap functional workstream consultant and one (1) Avaap integration consultant, if applicable for workstreams where there is an open issue. • Support integration defect resolution for Avaap assigned integrations. • Develop lower priority reports and those identified during end-to-end testing and approved through the change control process. • Provide knowledge transfer, operations guides, and validated & tested integration systems for Client testing of Avaap built integrations. • Provide testing oversight/support and resolve reported defects. • Copy End-to-End test tenant for parallel payroll testing. • Provide parallel variance reports and support variance analysis by Clien.t • Provide sample deployment cutover plan. • Provide input to the project plan and participate in weekly project meetings. • Lead end to end test kickoff session. • Validation of End-to-End tenant build. • Provide master and transactional conversion test files in WD file format for practice conversion runs. • Validate data loaded via practice conversion runs. • Execution of all test scenarios (End-to-End, parallel, user acceptance and regression).), including reports • Manage and sign off on all test results (End- to-End, parallel, user acceptance and regression). • Prepare for user acceptance testing. • Provide person data for parallel tenant and submit to SFTP site. • Create/maintain parallel testing defect tracking log. • Review and resolve issues from exception reports. • Complete catch-up data transaction entry for each parallel cycle as defined by Parallel Testing Strategy • Execution of parallel per Client defined Parallel Testing Strategy and success criteria. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 63 of 83 • Schedule and conduct Workday Delivery Assurance reviews. • Provide Workday Go-Live checklist. • Conduct administrative task knowledge transfer to client WD Admin team members. • Provide stage sign-off document. • Review parallel variance reports and conduct root cause analysis. • Provide cut over schedule for legacy systems. • Provide functioning Client assigned interfaces per the test plan. • Develop deployment cutover plan. • Train end users. • Complete and sign the Workday go-live checklist. • Sign off on stag.e      A sample list of work products can be found in Appendix C: Work Product Inventory.   Test Stage Assumptions • Client has completed configuration unit testing in Architect & Configure stage and is ready to perform End-to-End testing and the remaining test cycles. • Client testers have been trained to execute the test scenarios for each of the test cycles. • Client has completed the test resource planning and assigned all the test scenarios to each of the testers. • The Client Test Lead will drive the test execution process, set up daily check in meetings, assign and follow up on defects for closure. • Client Test Lead will develop daily status reports to provide progress, defect volume, and metrics. • The Avaap Engagement Manager and Functional Leads shall support the Client Test Lead and test team during test execution of each of the test cycles. • The Avaap Engagement Manager shall provide guidance, informal knowledge transfer, and advisement to the Client Test Lead during test execution defect management, and status reporting. • The Avaap Engagement Manager shall help the Client Test Lead to prioritize the severity of the defects and ensure timely assignment and follow-up for resolution.   Deploy Stage   Upon completion of Test Stage, the Project is ready to begin deployment. In this Stage, Client’s end users complete training, transaction entry into the legacy system(s) is stopped (freeze period), the final data load(s) into the Workday Service are executed, a Move to Production is executed, and the Go-Live Checklist is completed.   The following table provides an overview of tasks and activities to be completed during the Deploy Stage. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 64 of 83 Stage Avaap Responsibilities Client Responsibilities Deploy • Co-manage the project plan, participate in weekly project meetings and steering committee meetings. • Provide the Workday Go-Live authorization. • Schedule the transition to production support meeting with Client (held after move-to-production). • Co-schedule daily build meetings during active tenant build timeframes. • Jointly complete the Workday Go-Live announcemen.t • Provide stage signoff document.t • Assist with the setup of a change control process. • Participate in weekly project meetings. • Update integrations schedule recurrence tracker as needed. • Verify migration of Avaap assigned integrations. • Schedule integrations according to the integration schedule recurrence tracker • Migrate all custom reports. • Where applicable, enable reports for alerts and dashboards. • Utilize Build Issues Checklist to record any issues during any build activities. • Provide completed data gathering workbooks for GOLD tenant build. • Build GOLD tenant. • Load GOLD conversion files in SBX for confirmation prior to GOLD/PROD load; assist with error resolution. • Load GOLD conversion files in GOLD/PROD • Produce and deliver tenant validation reports. • Execute move to production • Co-manage the project plan, participate in weekly project meetings and steering committee meetings. • Co-schedule daily build meetings during active tenant build timeframes. • Participate in weekly project and workstream meetings. • Participate in daily build calls. • Manage and execute on deploy cutover plan. • Jointly complete the Workday Go-Live announcemen.t • Approve and sign off on the Workday Go-Live announcement. • Implement change control process. • Sign off on project stage. • Produce final Post Production Support strategy • Setup and document change control process • Utilize Build Issues Checklist to record any issues during any build activities. • Review and resolve issues during any build activities. • Participate in weekly project meetings. • Complete catch-up transaction entry • Validation of the GOLD tenant build Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 65 of 83 Stage Avaap Responsibilities Client Responsibilities • Validation of GOLD conversion files in SBX and approve load to GOLD/PROD • Validation of GOLD conversion files in GOLD/PROD Deploy Stage Assumptions • Client will validate that all configuration and worker data conversion has been completed in the Pre-Production (Gold) tenant. • Client will assume responsibility for the functional and technical configurations of the Workday Service as part of post-production with full responsibility at time of Project closure. Post-Production Support  Client will receive the following Post-Production Support:  1. HCM – Support will be provided for thirty calendar days following the Go-Live. 2. PATT – Support will be provided for the first two payroll cycles. 3. FINS – Support will be provided from the first day of FIN transactional use through the first month end close. 4. Integrations – Integrations will be supported thirty calendar days which includes and/or the first run in production, whichever comes first.   Description  Avaap Responsibilities Client Responsibilities Post Go Live Support • Provide break/fix support after go-live • Conduct knowledge transfer sessions for Avaap developed integrations. • Provide stage sign off document • Staff and manage help desk. • Make any updates to production. • Sign off on stage After the initial support period, Avaap’s optional Application Management Service (AMS) can be used to address issues/requests beyond the period outlined in the SOW.   Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 66 of 83 Appendix C: Work Product Inventory The inventory of work products listed below is meant to be a representative list. This list will continue to be refined and updated as the team moves through the planning phase of the deployment.   Phase   Stage   Deliverable   Description and Acceptance Criteria   Owner   Contributor   0 Pre Plan Project Mobilization Mobilize resources and initiate initial processes and protocols between Avaap and client required to facilitate communications, security, invoicing, and payment processes. Acceptance Criteria: Contract signing Avaap Client 0 Pre Plan Leadership Workshops Completion of following Workshops -Workday Training Planning -Organizational Alignment -Financial Planning & Reporting Acceptance Criteria: Completion of each Workshop Avaap Client 1    Plan   Project Charter Document    Provides authorization for the project and identifies project goals, objectives, scope, governance structure, roles, and responsibilities.      Acceptance Criteria: Project Charter accepted in writing by Client in accordance with Deliverable Acceptance Procedure finalized as part of the Project Charter.     Client and Avaap (Shared)      1    Plan    Project Management Plan - (V1)    Initial draft of the project schedule for the project management activities and related monitoring of the project activities (v1 is created/reviewed).   This living document will be updated and revised by Avaap/Client management Client and Avaap (Shared)     Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 67 of 83 throughout the program.  Avaap takes the lead to produce the initial draft then turns it over to the Client for review and addition of client specific activities and/or dependencies. that will then be jointly revised and managed between Avaap and Client throughout the project.        Acceptance Criteria: Project management planV1 created and jointly reviewed by Avaap EM and Client PM. Accepted in writing by Client in accordance with Deliverable Acceptance procedure that is finalized as part of the Project Charter.    1    Plan    Scheduled Alignment Sessions    Initial iterative design sessions are identified and scheduled between Client and Avaap for in scope phase functional/technical areas.        Acceptance Criteria: Sessions are identified and scheduled between Avaap Consultants and Client functional/technical leads. Session schedule is accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Avaap  Client  1    Plan    Initial Data Gathering Workbook    Review initial workbook used to gather the Client information inclusion in the Foundation Tenant.        Acceptance Criteria: Workshops conducted to review data gathering workbooks to educate Client on data so extraction can begin. Workshops completed and accepted in writing by Client in accordance with Deliverable Acceptance Avaap  Client  Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 68 of 83 procedure finalized as part of the Project Charter.    1    Plan    Project Kickoff    Introduce team members and executive sponsors. Overview of project goals, review of scope and high- level timeline. Identification of project roles and responsibilities.        *If agreed upon by both parties, this Kick-Off can also occur on the first day of Architect Design sessions in the Architect Phase        Acceptance Criteria: Project kickoff conducted and accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Client and Avaap (Shared)     1    Plan    Delivery of Foundation Tenant    Delivery of the initial Foundation tenant         Acceptance Criteria: Foundation Tenant delivered to the project team for use in System Design & Build. Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Avaap    1    Plan    Plan Stage Sign off    Completion of stage deliverables.        Acceptance Criteria: Acceptance and approval of stage deliverables accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Client and Avaap (Shared)                Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 69 of 83 Phase    Stage    Deliverable    Description and Acceptance Criteria    Owner    Contributor    1    A&C    Testing Strategy Document – V1    Initial Testing Strategy document (V1) will define testing strategy for each type of testing planned, purposes, responsibilities, guidelines, high level schedule, and other information specific to each round of testing to occur in   the Test Stage.        Acceptance Criteria: Initial Testing Strategy document created and jointly reviewed by Avaap EM and Client PM. Accepted in writing by Client in accordance with Deliverable Acceptance procedure that is finalized as part of the Project Charter.    Client    Avaap        Phase    Stage    Deliverable    Description and Acceptance Criteria    Owner    Contributor    1    A&C    Tenant Management Plan    Define the plan for managing each tenant.        Acceptance Criteria:   Tenant Management Plan created reviewed with the Client PM. Accepted in writing by Client in accordance with Deliverable Acceptance procedure that is finalized as part of the Project Charter.    Avaap    n/a    1    A&C    Complete Scope Alignment Session  Complete functional/technical confirmation alignment sessions between Client and Avaap for in scope phase functional & technical areas.        Acceptance Criteria:  Sessions are completed between Avaap consultants and Client Avaap    Client    Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 70 of 83 functional/technical leads.   Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    1    A&C    Deliver Configuration and Data Gathering Workbooks     Complete and deliver all Configuration Workbooks (CWB) and Data Gathering Workbooks (DGWB) for in scope phase functional areas after Iterative Design Workshops are complete.        Acceptance Criteria:   All Configuration Workbooks and Data Gathering Workbooks are delivered to Client. Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Avaap    Client    1    A&C    Provide all required Workbooks for E2E Tenant Build    Provide sign-off on all required CWB workbooks used to document design elements for all in scope (as defined in Section 2.3) phase functional areas.        Populate all required DGWB workbooks used to gather the Client information for inclusion in E2E Tenant build. The Client at this time will document any required data mapping, extraction scripts, etc., and keep updated throughout the project.          Acceptance Criteria: All Configuration Workbooks have been reviewed and signed off on by Client as defined by the Acceptance Criteria developed as part of the Project Charter.  Client    Avaap    Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 71 of 83 Data gathering workbooks are populated in the required format for inclusion in the E2E tenant build.  Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    1 A&C A&C – Part 1 Sign off Completion of first half of stage deliverables.        Acceptance Criteria: Acceptance and approval of first half of stage deliverables. Determined primarily by timeline of completion of activities. Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Avaap Client 1    A&C    Scheduled Customer Confirmation Sessions    Initial customer confirmation sessions between Client and Avaap are scheduled for in scope phase functional/technical areas.        Acceptance Criteria:  Sessions are scheduled between Avaap Consultants and Client functional/technical leads. Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Avaap    Client    1    A&C    Final Configuration Workbooks    Deliver final Configuration Workbooks to Client.          Acceptance Criteria:   Configuration Workbooks accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.        Avaap    Client    Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 72 of 83 After this acceptance it is the Client’s responsibility to update and maintain these design documents if they choose to do so.    1    A&C    End to End Tenant Build    End to End Tenant - Configured tenant based on the decisions made in the Stage. The Client is responsible for validating its accuracy.         Acceptance Criteria: E2E tenant build complete and available to project team for use during End- to-End testing. Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Client and Avaap (Shared)        1    A&C    Test Scenarios    Client defines all test scenarios to run successfully during testing. Avaap will provide the Client with test scenarios from the Workday deployment guide as a starting point and facilitate the completion of these by the Client.        Acceptance Criteria: Test scenarios refined, created, and accepted based on Client uniqueness.  Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Client    Avaap    1    A&C    A&C Stage Sign off    Completion of stage deliverables.        Acceptance Criteria: Acceptance and approval of stage deliverables. Accepted in writing by Client in accordance with Deliverable Acceptance Client and Avaap (Shared)        Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 73 of 83 procedure finalized as part of the Project Charter.            Phase    Stage    Deliverable    Description and Acceptance Criteria    Owner    Contributor    1    Test    Completed End to End Testing    Completed test cycle to validate the flow of end-to- end processes between multiple functions and third- party integrations. Support from Avaap will include answering questions on transaction processing as well    as trouble shooting and supporting the Client in correcting issues found.        Acceptance Criteria: End to end tests completed based on the stringing of unit tests together and results documented in project portal. Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Client    Avaap    1    Test    Completed Payroll Parallel Testing    Completed payroll parallel testing for 3 payroll parallel test cycles. Support from Avaap will include answering questions on transaction processing as well as trouble shooting, and correcting issues found.         Acceptance Criteria: Three consecutive payroll cycles tested, reconciled, and completed per the parameters laid out in the Testing Strategy Document. Accepted in writing by Client in accordance with Deliverable Acceptance Client    Avaap    Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 74 of 83 procedure finalized as part of the Project Charter.    1    Test    Completed Production Dress Rehearsal Testing    Completed test cycle to validate acceptance of system. Support from Avaap will include answering questions on transactional processing. Client will be responsible for correcting issues found.        Acceptance Criteria: Production Dress Rehearsal tests completed based on end-to-end testing representing Client    departments and results documented in project portal. Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Client    Avaap    1    Test    Initial Cutover Plan – V1    Initial plan for cutover to Workday used to track completion of activities and overall status of the cutover. This is a living document that will be updated revised by Avaap/Client management throughout the program.        Acceptance Criteria: Cutover plan V1 created jointly reviewed by the Avaap EM and Client PM. Accepted in writing by Client in accordance with Deliverable Acceptance procedure that is finalized as part of the Project Charter.    Client and Avaap (Shared)        1    Test    Test Stage Sign-off    Completion of stage deliverables.      Acceptance Criteria:    Acceptance and approval of stage deliverables. Accepted in writing by Client in accordance with Deliverable Acceptance Client and Avaap (Shared)        Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 75 of 83 procedure finalized as part of the Project Charter.      Phase    Stage    Deliverable    Description and Acceptance Criteria    Owner    Contributor    1    Deploy    GOLD/Pre- Production Tenant Build    All configuration and data migrations are complete based on in scope requirements for Phase 1.  Validated by the Client        Acceptance Criteria: GOLD tenant delivered to Client project team for final validation and catch-up transactions. Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Client and Avaap (Shared)        1    Deploy    Final Go-Live Workday Checklist    Completion of the Workday Go Live Checklist, including all required information, prior to Workday’s Project Readiness – Deploy Delivery Assurance Review.          A copy of the Go-Live Checklist must be reviewed, signed and attached to the Move to Production Workday case at least 2 weeks prior to it.        Acceptance Criteria:   Go-Live Checklist created and accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Client and Avaap (Shared        1    Deploy    Deploy Stage Sign-off    Completion of stage deliverables.        Acceptance Criteria:  Acceptance and approval of stage deliverables.  Accepted in writing by Client in accordance with Client and Avaap (Shared)        Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 76 of 83 Deliverable Acceptance procedure finalized as part of the Project Charter.    1    PPS    Post- Production Support Complete – Phase 1    Complete 6-week postproduction support activities        Acceptance Criteria:    6-week postproduction support period completed wherein all true defects, either related to go-live activities or previously identified and agreed upon by both Avaap and Client as “punch list” items have been resolved.  Timely testing of these defects and/or punch list items is the responsibility of the Client.  Phase Acceptance granted by Client.        All knowledge transfer must be completed before the end of the consulting team support period and is limited to the Workday- recommended standard knowledge transfer sessions required to maintain a Workday service in Production.        Accepted in writing by Client in accordance with Deliverable Acceptance procedure finalized as part of the Project Charter.    Avaap    Client    Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 77 of 83 Appendix D: Detailed Project Roles Avaap Team Roles Avaap Role Description of Role Executive Sponsor/Program Director Each project is assigned an Avaap Executive Sponsor and/or Program Director. This individual will serve in an advisory role and will provide oversight for the entire project. This individual provides an escalation point for any issues related to the delivery of services or issues that have the potential of adversely affecting the timeline or budget of the project. This individual maintains executive level relationships with the Client and participates in Steering Committee meetings to facilitate effective project governance. The Executive Sponsor will handle any negotiation related to scope or resource changes as required to successfully execute the project and any associated amendments. Engagement Manager Avaap will designate an Engagement Manager to be responsible for working with the Client Project Manager to ensure the overall and timely success of the initial deployment of each work stream. The Engagement Manager will help guide the deployment by providing Avaap best practices as they relate to project management techniques, the use of Avaap tools and templates, and leveraging Avaap’s implementation methodology. The Engagement Manager will staff the project with Avaap or partner resources and guide their activities based on a mutually agreed upon project plan. The Engagement Manager will provide overall project status to key members of Client and Avaap’s management team and participate in internal review meetings to help ensure the project is meeting deadlines and mitigate any risk. Solution Architects/Leads Responsible for providing cross-functional oversight to the Functional Consultants to help manage configuration and design challenges. The Solution Architect will drive consistency, efficiency and focus on the Client’s objectives. Each Solution Architect maintains an overarching view of the functional aspects of the Client’s Workday deployment and provides senior guidance in the details of Workday. As well, each Solution Architect leverages lessons learned from other projects to facilitate the most effective and efficient approaches and techniques related to design, configuration, integration development, testing, data conversion, reporting, and complete alignment with Workday. Functional Consultant(s) Responsible for working with Client to design business processes, gather functional and reporting requirements. The Consultant configures Workday according to Client requirements and documents any areas where requirements are not met. They provide best practices to ensure the Client Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 78 of 83 Avaap Role Description of Role is taking full advantage of the features/functions of the Workday solution. They support testing, data conversion, knowledge transfer, change management and integration development efforts. They escalate issues that may impact the go-live date to the Avaap Engagement Manager. Integration Consultant(s) Responsible for working with the Avaap Business Consultant and Client Business Analysts to gather and document integration requirements. The Integration Consultant supports the configuration and testing of Avaap packaged integrations and the development of Client integrations as defined by the Statement of Work along with knowledge transfer. Organizational Change Management Consultant Responsible for executing the overall approach to change and the various elements of the change management plan in conjunction with the Client OCM resources, The consultant works closely with the client OCM lead and resources, the Engagement Manager, and the Functional Leads. The OCM consultant collaborates with the client OCM team and the client project team to assess the areas impacted by the project, define the strategies that will be employed to mitigate the risks associated with the change, and develop a plan to address each area. Subject Matter Experts Identified as needed during this implementation. Example roles could be Financial Planning SME, Security SME, or future Workday product experts. Continuity of project personnel throughout the project is critical to the success of the Workday implementation. However, if an Avaap team member is not meeting the needs of the city, the Avaap Engagement Manager will work with the city’s leadership to mutually agree on an appropriate resolution, which may include replacement of personnel. Key project personnel may also be replaced due to unforeseen circumstances, such as a change in role or promotion. Avaap will provide as much advance notice as possible under the circumstances of the change and will assign a resource with similar experience and qualifications. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 79 of 83 Client Team Roles Client personnel are experts on Client business and technologies. As such, they will have responsibility for providing project management, non-Workday functional, technical, and culture expertise to the project. The following chart depicts the delineation in the roles as it relates to Client project team. These roles may be further refined during the project Plan Stage based on Client availability and organizational structure. Client Role Description of Role Executive Sponsor / Steering Committee Provides funding and support for the Project including ensuring all appropriate resources are available for the Project; resolving issues that are blocking the critical path of the Project, providing overall direction to Client’s Project Manager and may sign, or delegate signing of, key work products/Project milestones. Project Champions (one or more Client executives depending on the project scope and executive expertise) Acts as a vocal and visible champion, legitimizes the project’s goals and objectives, keeps abreast of major project activities and is a decision-maker for the project. The Project Champion provides strategic support for the Project Manager; assists with major issues, problems, and policy conflicts; removes obstacles; is active in planning the scope; approves scope changes; signs off on major work products; and signs off on approvals to proceed to each succeeding project stage. The Project Champion is the project advocate, ensuring the overall success and direction of the project. Ideally this person has both technical acumen, process and project management acumen and is respected as a leader among the end user community. This person builds relationships across functions and acts as a change management champion and catalyst for transformation through all stages of deployment and once in production. The Project Champion sets the organizational message and expectations for all Workday users. Client Project Manager Provides day–to-day direction for Client roles by owning the project plan, establishing, and managing project details, work products, schedules, tasks, and assignments. Additionally, this role will coordinate activities with other teams, including 3rd party providers and identifying potential issues and proactively resolving the issues to minimize the impact to the project budget, scope, and schedule. This role may also have responsibility for signing and approving completion of key work products/milestones. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 80 of 83 Client Role Description of Role Business Analysts (Subject Matter Experts) The individual or individuals who are familiar with Client business processes and systems and can provide information to the Business Consultants to configure the Workday Solution. Responsibilities include: Communicating functional requirements that need to be configured in Workday; describing current business processes and working with the team to simplify and improve; working with Business Consultant to help map and load data into Workday; actively participating in all testing activities; cleansing data prior to providing it to Avaap Business Consultant; standardizing job, compensation, and organization set-up data; validating data converted into the Workday solution; developing custom reports; and conducting end-user training. Technical Analysts (Subject Matter Experts) Technical resources that will perform the following: provide expertise on the third-party interface requirements; design, develop, and test all custom integrations identified in Project scope; assist Avaap in the configuration and testing of all Workday integrations identified in the Project scope; supporting the extraction of data from legacy systems and support the conversion and loading of data into Workday. Testing Lead The individual is familiar with Client business processes and systems and will assist with coordinating the resources in the various test cycles. As part of this role, the individual is expected to help collect and assemble test scripts, organize into the Avaap provided Testing Management Tool, ensure that tests are executed and the subsequent results are collected from functional Testers and maintained in the Testing Management Tool, ensure that any issues/defects are document by the functional Testers using the identified defect management process. Workday Administrator This resource will be a key contact to Workday’s Client Success during deployment. He/she may be responsible for logging Client care cases, training, or other Client Success activities. This resource will be the person responsible for the Workday solution following the Move to Production. Typically provides “Tier 1” support to the Client’s organization and serves as point of contact for the Workday Production Support team and to Avaap. Looks for ways to optimize and improve the use of the Workday application. Coordinates and ensures updates are planned for and executed properly. OCM Lead Responsible for the overall OCM partnership with Avaap and the internal leadership of OCM resources and the client facing change leadership. Responsible for the execution of OCM-related activities and deliverables. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 81 of 83 Client will: • Designate and involve a senior executive to be actively involved in project oversight and to serve as a project champion who can be available to resolve escalations impacting the fundamental success of the project; • Ensure that Client staff is available to provide such assistance as Avaap reasonably requires and that Avaap is given reasonable access to Client senior management, as well as any members of its staff to enable Avaap to provide the Services. Client will ensure that its staff has the appropriate skills and experience. If any Client staff fails to perform as required, Client will make suitable additional or alternative staff available; • Provide all information and materials reasonably required to enable Avaap to provide the Services. Avaap will not be responsible for any loss, damage, delay, or deficiencies in the Services arising from inaccurate, incomplete, or otherwise deficient information or materials supplied by or on behalf of Client; • Obtain and manage (with appropriate agreements in place) any third parties and those third-party products (including any hardware, software, communications equipment, and the like) and services upon which Avaap is relying on to provide the Services described herein (e.g., Workday and third-party services integrated with Workday); • Provide Avaap with access to all preparatory analyses, including readiness assessments, total cost of ownership estimates, requirements analyses, and Workday fit/gap assessments; • Verify Client has appropriate agreements in place with third parties whose work may affect Avaap’s ability to provide the Services. Unless specifically agreed to otherwise in writing, Client is responsible for the management and performance of third parties, and for any third-party hardware, software or communications equipment used in connection with the Services; • If making available to Avaap any facilities, software, hardware, or other resources in connection with Avaap’s performance of Services, obtain at no cost to Avaap, any licenses or approvals related to these resources that may be necessary for Avaap to perform the Services. Avaap will be relieved of its obligations that are adversely affected by Client’s failure to promptly obtain such licenses or approvals. Client agrees to reimburse Avaap for any reasonable expenses that Avaap may incur from Client’s failure to obtain these licenses or approvals; • After Workday is live in Production, customer will be solely responsible for testing and any activities in the Workday Production tenant which shall include configuration, business processes, data, reports, and integrations. Client will provide written acceptance of test results to Avaap at the end of the Test Stage. If Avaap agrees in writing to access Client’s production tenant for any activity client shall verify production results and is solely responsible for production accuracy. Client shall provide written acceptance to Avaap after activity is executed in a Production tenant. • Perform Client roles and responsibilities as indicated in the “Roles and Responsibilities” Appendix C and the Workday Roles • Client acknowledges and agrees that Avaap is not responsible for any project delays resulting from defects or functionality gaps in the Workday software. • Client acknowledges and agrees that all work products and services provided as part of such Workday services are the responsibility of Workday. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap – City of Carlsbad, CA – SOW-001 2 - 2025-04-18 Avaap_City of Carlsbad SOW Final.docx Page 82 of 83 Workday Team Roles Workday Role Description of Role Workday Delivery Assurance Group Avaap partners closely with Workday for the mutual benefit of all parties continually throughout the deployment. The primary avenue of this partnership is through Workday Delivery Assurance. Comprised of Workday Implementation Specialists, the Delivery Assurance Group works with team toward the implementation of Workday. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 IT ADDENDUM TO CONTRACTOR’S AGREEMENT FORM The City of Carlsbad (“City”) and Avaap U.S.A. LLC (“Contractor”) are using the standard form agreement provided by the Contractor. Nevertheless, the parties agree that this addendum is a part of the form agreement (“Agreement”), and amends and modifies the Agreement as provided below: 1. Payment. Notwithstanding anything in the Contractor’s form to which this Addendum is attached, the payments to be made by the City for all goods, services and other deliverables under this Agreement shall not exceed $4,111,800.00 2. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City. 3. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City: a. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. b. Requiring or stating that the terms of the Contractor’s online forms or agreements, shall prevail over the terms of this addendum in the event of conflict. c. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature. d. Requiring the City to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. e. Requiring the City to pay any type of contract termination fee. f. Disclaiming negligence in violation of public policy. g. Permitting unilateral modification of this Agreement by the Contractor or deeming the City to agree to a modification by means other than affirmatively signing a modification to the Agreement. h. Obligating the City to pay court costs, costs of collection, or attorneys’ fees. i. Limiting the City’s ability to terminate the Agreement by providing thirty (30) days written notice to Contractor. 4. Technology Terms and Conditions. In addition, the Agreement is hereby amended to include the following Information Technology Terms and Conditions: a. Data Location and Ownership. Storage of City Data at rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted services to another data center. Contractor shall not allow personnel or subcontractors to store City Data on portable devices, including personal Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 computers, except for devises that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data remotely only as required to provide technical user support or other customer support. The City will own all right, title and interest in City Data that is related to the services provided by this Agreement. b. Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may Contractor’s action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. c. Data Breach Responsibilities. This section only applies when there is a breach of City Data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or reasonably believes that there has been a data breach; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. d. Background Checks. As permitted or required by law, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of importance of securing the City’s information among the Contractor’s employee and agents. e. Information Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice’s final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government entities to the public through the web and mobile applications (“apps”) which becomes effective June 24, 2024 (89 FR 31320.). And in accordance with California Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 5. City’s Limitation on Liability. The City’s liability for damages to Contractor for any cause whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to Contractor for the twelve- month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. /// /// /// /// /// /// /// /// /// /// /// /// Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 6. IN WITNESS WHEREOF, the parties have obtained all necessary approvals and have caused the Agreement and this addendum to the Agreement to be executed by their duly authorized representatives. Executed this___________ day of _______________________, 2025. Avaap USA, LLC, a Delaware limited liability company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) Attest: SHERRY FREISINGER, City Clerk By: Faviola Medina Director of Constituent & Clerk Services APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548 April Steve Csuka CEO 22nd Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Staff contact: Contractor company name: Contractor primary contact: Reason for waiver request: Background process description (attachments acceptable): Signatures: Contractor: _ IT Director: ____ Deputy City Manager: ______ Doug Kappel AVAAP Rebecca Workman Vendor has an existing background process as well international staff See Attached (signed on attachment) Docusign Envelope ID: F4548102-BDD5-41B9-B8E3-7A8716BC8E31Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap USA, LLC | 1400 Goodale Blvd, Columbus, OH, 43212 | 614.796.0090 | avaap.com MEMORANDUM From: Rebecca Workman, SVP, Operations Date: April 2, 2025 Subject: Avaap’s Standard Background Check Avaap uses ADP Screening and Selection Services to run background checks on all our US employees at time of hire. We have two standard packages. All Workday-certified employees complete a background check that includes the following: 1. Criminal Records Search • 1 ADP Crim Radar • 10 Criminal Court Records (consists of counties/municipalities, federal and states based on the addresses that pull up based on SSN) 2. Verification Tools • 1 Social Security Number Death Master Search (SSNDMS) 3. Reference Validation • 1 Education Reference Check Verification • 1 Employment Reference Check Verification 4. Sex Offender Registry Search • 1 Multi State Sex Offender Registry 5. Governmental Registries Search • 1 Government Sanctions and Registries Employees who do not hold Workday certifications complete the following: 1. Criminal Records Search • 1 ADP Crim Radar • 10 Criminal Court Records (consists of counties/municipalities, federal and states based on the addresses that pull up based on SSN) 2. Verification Tools • 1 Social Security Number Death Master Search (SSNDMS) 3. Sex Offender Registry Search • 1 Multi State Sex Offender Registry 4. Governmental Registries Search • 1 Government Sanctions and Registries Docusign Envelope ID: F4548102-BDD5-41B9-B8E3-7A8716BC8E31Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 Avaap USA, LLC | 1400 Goodale Blvd, Columbus, OH, 43212 | 614.796.0090 | avaap.com Avaap uses Verifacts Services Pvt Ltd to conduct background checks on employees in India at the time of hire. The standard background check for all India employees includes the following: 1. Court and Global Check (criminal records, last 5 years) 2. Employment verification (last 3 employers) 3. Education check (highest qualification) 4. UAN check (Universal Account Number) Docusign Envelope ID: F4548102-BDD5-41B9-B8E3-7A8716BC8E31Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 4/18/2025 HAUSER5905E.Galbraith Rd.,Suite 9000CincinnatiOH45236 Brittany Cochran 513-745-9200 513-745-9219 bochran@thehausergroup.com Chubb National Insurance Company 10052 Chubb Ins Co of New Jersey 41386AvaapUSA,LLC;Avaap Holding 1 LLC;Avaap Holdings II LLC;Falcon Consulting Group,LLC;Navigator Management Partners LLC;Navigator ManagementPartners1400GoodaleBlvd,Suite 100 Axis Insurance Company 37273 ACE American Ins.Co.22667 1036759570 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X Y Y D98363002 11/30/2024 11/30/2025 2,000,000 B 1,000,000 X X 73630789 11/30/2024 11/30/2025 X-NoOwned Autos B X X 10,000,0007819792111/30/2024 11/30/2025 10,000,000 A X7183376411/30/2024 11/30/2025 1,000,000 1,000,000 1,000,000 CD Primary TECH E&O/CyberExcessTechE&O P00100147662601G71457357 11/30/202411/30/2024 11/30/202511/30/2025 $5,000,000$5M Excess $5M LimitLimit City of Carlsbad is included as additional insured if required by written contract or agreement subject to the policy terms and conditions.Waiver of Subrogationisapplicablewhererequiredbywrittencontract. City of Carlsbad1635FaradayAve.Carlsbad CA 92008 Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 1 of 9 COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT Named Insured AVAAP USA LLC Policy Number D98363002 Policy Period 11-30-2023 to 11-30-2024 Effective Date of Endorsement 11-30-2023 Name of Company CHUBB NATIONAL INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM If any other endorsement attached to this policy amends any provision also amended by this enhancement endorsement, then that other endorsement controls with respect to such provision, and the changes made by this enhancement endorsement with respect to such provision do not apply. TABLE OF CONTENTS A.Expected Or Intended Injury – Exception For Property Damage Caused By Reasonable Use Of Force B.Non-Owned Watercraft Under 55 Feet C.Non-Owned Aircraft Exception D.Damage To Property – Exception For Equipment Loaned Or Rented To The Insured E.Electronic Data – Exception For Physical Injury To Tangible Property F.Pollution – Exception For Damage To Rented Premises Caused By Hostile Fire G.Personal And Advertising Injury Coverage – Contractual Liability Exception For Insured Contracts H.Medical Expenses Coverage – Three Years To Report Expenses I.Supplementary Payments – Increased Limits J.Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations – Including New And Existing Subsidiaries, Partnerships, Joint Ventures, Limited Liability Companies K.Who Is An Insured – Employees Including Incidental Healthcare Professional Services L.Additional Insureds Controlling Interest Lessors Of Leased Equipment Managers Or Lessors Of Premises Mortgagee, Assignee Or Receiver Other Persons Or Organizations Pursuant To A Contract Or Agreement Trade Show Event Lessor Vendors M.Medical Expense Limit – $15,000 N.Knowledge/Notice Of Occurrence O.Primary And Non-Contributory P.Unintentional Failure To Disclose Hazards Q.Waiver Of Subrogation Required By Contract R.In Rem S.Coverage Territory – Limited Worldwide T.Insured Contract Amended – Railroad Limitations Removed A.Expected Or Intended Injury – Exception For Property Damage Caused By Reasonable Use Of Force Exclusion a. under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability is deleted and replaced by the following: Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 2 of 9 a.Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured, even if the actual “bodily injury” or “property damage” is of a different degree or type than intended or expected. This exclusion does not apply to "bodily injury" or “property damage” resulting from the use of reasonable force to protect persons or property. B.Non-Owned Watercraft Under 55 Feet Paragraph (2) of Exclusion g. under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability is deleted and replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 55 feet long; and (b)Not being used to carry persons or property for a charge; C.Non-Owned Aircraft Exception Exclusion g. under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability is amended to include the following exception: This exclusion does not apply to: (6)An aircraft you do not own provided: (a)The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; (b)It is rented with a trained, paid crew; and (c)It does not transport persons or cargo for a charge. D.Damage To Property – Exception For Equipment Loaned Or Rented To The Insured Exclusion j. under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability is amended to include the following exception: Paragraphs (3) and (4) of this exclusion do not apply to “property damage” to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. E.Electronic Data – Exception For Physical Injury To Tangible Property Exclusion p. under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability is deleted and replaced by the following: p.Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, this exclusion does not apply to: (1)"Bodily injury"; or (2)Physical injury to tangible property. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. F.Pollution – Exception For Damage To Rented Premises Caused By Hostile Fire Exclusion f. under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability is amended to include the following exception: Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 3 of 9 This exclusion does not apply to “property damage” to premises while rented to you or temporarily occupied by you with the permission of the owner and caused by a “hostile fire”, explosion, smoke or leakage from fire protection equipment. G.Personal And Advertising Injury Coverage – Contractual Liability Exception For Insured Contracts Exclusion e. under Paragraph 2. Exclusions of Section I – Coverage B – Personal And Advertising Injury Liability is deleted and replaced by the following: e.Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)That the insured would have in the absence of the contract or agreement; or (2)Assumed in a written contract or agreement that is an “insured contract” provided the “personal and advertising injury” is caused by an offense first committed after the execution of the contract or agreement. H.Medical Expenses Coverage – Three Years To Report Expenses Subparagraph 1.a.(b) under Section I – Coverage C – Medical Payments is deleted and replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and I.Supplementary Payments – Increased Limits Paragraph 1. under Section I – Supplementary Payments –Coverages A And B is deleted and replaced by the following: 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we incur. b.The cost of: (1)Bail bonds; or (2)Bonds required to: (a)Appeal judgments; or (b)Release attachments; but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. c.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d.All court costs taxed against the insured in the "suit". e.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. J.Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations – Including New And Existing Subsidiaries, Partnerships, Joint Ventures, Limited Liability Companies Paragraph 2. under Section II – Who Is An Insured is deleted and replaced by the following: 2.If there is no other insurance available, each of the following is also a Named Insured: a.A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 4 of 9 organization; or b.A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. K.Who Is An Insured – Employees Including Incidental Healthcare Professional Services Paragraph 3.a. under Section II – Who Is An Insured is deleted and replaced by the following: 3.Each of the following is also an insured: a.Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no “employee” is an insured for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or to any co-“employee” while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b)To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (1)(a) above; or (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (1)(a) or (b) above. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 5 of 9 With respect to “bodily injury” only, the limitations described in Paragraph 3.a.(1) above do not apply to: (i)You or to your directors, managers, members, “executive officers”, partners or supervisors as insureds; (ii)Your “employees” as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an “employee”; or (iii)Your “employees” who are nurses, emergency medical technicians, or paramedics as insureds, with respect to such damages that are caused by providing or failing to provide professional healthcare services, but only if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. (2)"Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or by any of your “employees”. This limitation does not apply to “property damage” to premises while rented to you or temporarily occupied by you with the permission of the owner. L.Additional Insureds Paragraph 3. under Section II – Who Is An Insured is amended by including the following: Controlling Interest Any person or organization that has financial control of you or owns, maintains or controls premises while you lease or occupy such premises, but only with respect to their liability arising out of: (1)Their financial control of you; or (2)Premises they own, maintain or control while you lease or occupy these premises. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by or for that person or organization. Lessors Of Leased Equipment Any person or organization from whom you lease equipment, but only with respect to the maintenance or use by you of such equipment, and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to an “occurrence” that takes place, or an offense that is committed, after the equipment lease ends. Managers Or Lessors Of Premises Any person or organization from whom you lease premises, but only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to: (1)An “occurrence” that takes place, or an offense that is committed, after you cease to be a tenant in such premises; or (2)Any structural alteration, new construction or demolition operations performed by or on behalf of them. Mortgagee, Assignee Or Receiver A mortgagee, assignee or receiver of premises, but only with respect to such mortgagee, assignee or receiver’s liability for “bodily injury”, “property damage” or “personal and advertising injury” arising out of your ownership, maintenance or use of a premises by you. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. Other Persons Or Organizations Pursuant To A Contract Or Agreement Any person or organization that you are obligated pursuant to a contract or agreement to provide with such insurance as is afforded by this policy are insureds. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 6 of 9 However, the person or organization is an insured only: (1)To the extent such contract or agreement requires the person or organization to be afforded status as an insured; (2)For activities that did not occur, in whole or in part, before the execution of the contract or agreement; and (3)With respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured: (1)That is more specifically identified under any other provision of Section II – Who Is an Insured (regardless of any limitation applicable thereto). (2)With respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization’s liability for “bodily injury”, “property damage” or “personal and advertising injury” caused by: (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf, in the performance of your ongoing operations at the trade show event premises during the trade show event. However, no such person or organization is an insured with respect to “bodily injury” or “property damage” included within the “products-completed operations hazard”. Vendors Any person or organization who is a vendor of “your products”, but only with respect to liability for “bodily injury” or “property damage” resulting from the distribution or sale of “your product” in the regular course of their business. However, no such person or organization is an insured with respect to any: (1)Assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages for “bodily injury” or ”property damage” that such person or organization would have in the absence of such contract or agreement; (2)Representation or warranty unauthorized by you; (3)Physical or chemical change in “your product” made intentionally by the vendor; (4)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5)Failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of “your product”; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of “your product”; or (7)Of “your products” which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or part of any other thing or substance by or for the vendor. Further, no person or organization is an insured from whom you have acquired “your product”, or any ingredient, part or container entering into, accompanying or containing “your product”. Limitations Applicable To Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following limitations apply to such insured: Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 7 of 9 (1)The insurance afforded to such additional insured only applies to the extent permitted by law; and (2)If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Limits Of Insurance Applicable to Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1)Required by the contract or agreement; or (2)Available under the applicable limits of insurance; whichever is less. However, the above paragraph shall not increase the applicable limits of insurance. M.Medical Expense Limit – $15,000 Paragraph 7. under Section III – Limits Of Insurance is amended by including the following: The Medical Expense Limit is the greater of: a.$15,000; or b.The amount shown in the Declarations for the Medical Expense Limit. N.Knowledge/Notice Of Occurrence Paragraph 2. under Section IV – Commercial General Liability Conditions is amended to include the following: f.Knowledge of an “occurrence” or offense by an agent or “employee” of the insured will not constitute knowledge by the insured, unless an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee knows about such “occurrence” or offense. g.Failure of an agent or “employee” of the insured, other than an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee, to notify us of an “occurrence” or offense that such person knows about will not affect the insurance afforded to you. h.If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. O.Primary And Non-Contributory Subparagraph 4.a. under Section IV – Commercial General Liability Conditions is amended to include the following: However, if you are obligated to a written contract or agreement to provide a person or organization that is included in Section II – Who Is an Insured with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization. P.Unintentional Failure To Disclose Hazards Paragraph 6. under Section IV – Commercial General Liability Conditions is amended to include the following: Unintentional failure of an “employee” of the insured to disclose a hazard or other material information will not violate this condition, unless an “executive officer” (whether or not an “employee”) of any insured knows about such hazard or other material information. Q.Waiver Of Subrogation Required By Contract Paragraph 8. under Section IV – Commercial General Liability Conditions is deleted and replaced by the Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 8 of 9 following: 8.Waiver Of Subrogation Required By Contract We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured’s rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring “suit” or transfer those rights to us and help us enforce them. This paragraph does not apply to Coverage C. R.In Rem The following is added to Section IV – Commercial General Liability Conditions: Any “suit” brought as an action In Rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such “suit” were brought against the insured. Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission.Page 9 of 9 S.Coverage Territory – Limited Worldwide Paragraph 4. under Section V – Definitions is deleted and replaced by the following: 4."Coverage territory" means all parts of the world. However, “coverage territory” does not include any: a.“Bodily injury” or “property damage” that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured’s responsibility to pay damages is determined by a “suit” on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b.Injury or damage in connection with any “suit” brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. T.Insured Contract Amended – Railroad Limitations Removed Paragraph 9. under Section V – Definitions is deleted and replaced by the following: 9."Insured contract" means: a.A lease of premises; b.A sidetrack agreement; c.An easement or license agreement; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; or f.Any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another person or organization to pay damages, to which this insurance applies, sustained by a third person or organization. “Insured contract” does not include that part of any contract or agreement that indemnifies an architect, engineer or surveyor for damages arising out of: (1)Preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; or (2)Giving directions or instructions, or failing to give them. All Other Terms And Conditions Remain Unchanged. Authorized Representative Docusign Envelope ID: C1090233-04D1-48A3-AAE4-400F0B24F548Docusign Envelope ID: 80A041F0-AA75-412F-8903-C977A4DB01F8