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HomeMy WebLinkAboutEDB- Master Service Agreement- Collaborative Solutions EXECUTIVE SUMMARY AGENDA ITEM: Proposed Enterprise Resource Platform (ERP) Planning, Integration, and Implementation Professional Service Agreement with Collaborative Solutions Inc. (Collaborative) Date: January 12, 2023 BACKGROUND: Staff has briefed the Board of Supervisors regarding the need to transition CCUA's custom built information systems to industry standard ERP. This transition is necessary to improve customer service as well as operational decision making and effectiveness. CCUA's ERP system transition is a project that will span sixty-one weeks and will impact every employee in our organization as well as the stakeholders and customers we serve. CCUA recognizes the need for professional assistance from a consulting firm that can provide ERP implementation expertise and supplement internal staff to help successfully navigate our organization through this transformative change. a; ca .2 Staff requests to engage Collaborative, one of Workday's longest tenured partners, with an 18- 3 year track record of deploying comprehensive Finance and Human Resource solutions using cloud technology. Collaborative will provide assistance and guidance with data conversion, system implementation, staff training, system testing and organizational change management throughout our ERP transition. Staff and Collaborative reviewed and negotiated the attached Professional Service Agreement and Scope of Work for the consulting services. Section 17,last sentence, of Chapter 94-491, Laws of Florida, Special Acts of 1994, states: "Nothing in this section shall be deemed to prevent the authority from hiring or retaining such engineers, attorneys, financial experts, or other technicians as it shall determine, in its discretion, or from undertaking any construction work with its own resources, without any such public advertisement." CCUA's current purchasing policy Section 6.F. states: "Professional services, as permitted under Section 17 of Chapter 94-491, are excluded from the public advertisement and competitive bidding requirements. Except in the case of an emergency, as described in section A. above, such services shall be approved in advance by the Board of Supervisors." //AW(Author) //AW,KO,AB (Review) //JW//JDJ(Final) BUDGET: Staff determined the fee for professional services is fair, competitive, and reasonable. Collaborative will be paid a fixed fee of$2,455,094. Staff budgeted $1,400,000 for this project in this year's capital budget. $1,964,075 will be paid from this year's capital budget with the additional $564,075 transferred from Capital Improvement Program (CIP) Contingency. The remaining $491,019 will be budgeted in next fiscal year. RECOMMENDATION: Staff respectfully recommends the Board of Supervisors approval of the ERP Planning, Integration, and Implementation Professional Service Agreement with Collaborative Solutions Inc. ATTACHMENTS: Collaborative Solutions, LLC Master Services Agreement Collaborative Solutions, LLC Statement of Work //AW(Author) //AW,KO,AB (Review) //JW//JDJ(Final) eCOLLABORATIVE 0SOLUTIONS A Cognizant Company MASTER SERVICES AGREEMENT This Master Services Agreement (this "Agreement"), dated as of December 07, 2022, is made by and between Clay County Utility Authority, Florida, an Independent Special District of the State of Florida, with its principal office located at 3176 Old Jennings Rd. Middleburg, Florida 32068, United States of America ("Client"), and Cognizant Worldwide Limited, a United Kingdom limited liability company with its principal office located at 1 Kingdom Street, Paddington Central, London, United Kingdom W2 6BD ("Cognizant"). In addition, Cognizant Technology Solutions U.S. Corporation ("CTS US") shall execute this Agreement solely for the purpose of enabling and authorizing CTS US to enter into Statements of Work (as defined below) together with Cognizant, whereby CTS US shall provide the applicable local Services and Deliverables within the United States of America to Client for Cognizant under such SOWs as provided in Section 1.1. For the purposes of this Agreement, Client and Cognizant may each be referred to as "Party" or, collectively, as the "Parties." The Parties, intending to be legally bound, hereby agree as follows: 1. SERVICES. 1.1 Services. Cognizant and Client will develop and enter into one or more statements of work incorporating a description of the specific services to be provided ("Services"), each in a form mutually agreed by the Parties (a "Statement of Work" or "SOW"). Each Statement of Work will set forth, among other things, project scope, various project activities and tasks to be performed by the Parties, and roles and responsibilities of the Parties. Cognizant may provide to Client the following types of services as, and to the extent, described in each Statement of Work: (i) the management of certain business and IT operational services, which may be performed to either onsite or from remote locations ("Managed Services"); (ii) certain consulting, development, integration and or other support services provided in addition to the Managed Services ("Professional Services"); and (iii) any other services described as Cognizant's obligation in a Statement of Work, (collectively the "Services"). In addition, Cognizant will provide to Client certain results or proceeds of the Services that are defined as deliverables in each Statement of Work (collectively, the "Deliverables"). Each Statement of Work shall specifically identify this Agreement and indicate that it is subject to the terms hereof and be executed by Client and Cognizant. Unless otherwise set forth herein or expressly identified in the SOW as a modification to a specified provision of this Agreement, to the extent there are any conflicts or inconsistencies between this Agreement and any Statement of Work, the provisions of this Agreement shall govern and control. Cognizant may engage any Affiliate (as hereinafter defined) of Cognizant to provide Services and Deliverables to Client and any Affiliates of Client for Cognizant under this Agreement. For SOWs executed in connection with work to be performed for Client in the United States of America, and solely to the extent that employees of a U.S.-domiciled Cognizant Affiliate who are foreign skilled workers are required for the provision of Services or Deliverables by Cognizant in connection with such SOW, such Cognizant Affiliate may also execute such SOW solely for the purpose of providing Services and Deliverables to Client for Cognizant. Any Affiliate of Cognizant may itself provide Services directly to Client and any Affiliates of Client under this Agreement by executing SOWs in its own name, exclusive of Cognizant, and only for the purposes of any such SOW(s), shall be considered "Cognizant" as that term is used in this Agreement. Any Affiliate of Client may enter into SOW(s)with Cognizant or any Affiliate of Cognizant and, only for the purposes of any such SOW(s), shall be considered "Client" as that term is used in this Agreement. As used herein, the term "Affiliate" means any entity that controls or is controlled by or is under common control with Cognizant or Client, as applicable, where "control" means possessing, directly or indirectly, the power to direct or cause the direction of the management, Confidential Information eCOLLABORATIVE SOLUTIONS A Cognizant Company policies and operations of such entity, whether through ownership of voting securities, by contract or otherwise. 1.2 Deliverables and Acceptance. Deliverables, if any, under this Agreement will be as set forth under any SOW. Each SOW will describe, if applicable, the Deliverables that Cognizant is obligated to furnish to Client hereunder, the acceptance criteria for each of the Deliverables (the "Acceptance Criteria") and the completion criteria, if any, to signify completion of each phase of a project. Client shall review, evaluate and/or test, as the case may be, each of the Deliverables within the applicable time period set forth in a SOW (with respect to each Deliverable, the "Acceptance Period") to determine whether or not such Deliverable satisfies the applicable Acceptance Criteria in all material respects. If Client does not furnish a written notice to Cognizant specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects prior to the end of the Acceptance Period therefor and/or if Client commences using the Deliverables commercially or in a production environment, then Client will be deemed to have accepted such Deliverable. If any Deliverable fails to satisfy its Acceptance Criteria in any material respect, then Client will notify Cognizant in writing specifying the respects in which such Deliverable does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Cognizant shall use its diligent commercially reasonable efforts to modify such Deliverable to so conform and the Deliverable will be resubmitted for acceptance by Client. If, after repeated attempts, Cognizant is unable to remedy any non-conforming portion of any Deliverable, Client may terminate pursuant to Section 12.2 herein. to 2. PROJECT SCHEDULE; CHANGES. 2.1 Project Schedule; Changes. Each Statement of Work will set forth the projected work effort and schedule applicable to the Services. All statements and agreements concerning time are based upon information available and circumstances existing at the time made, and each Statement of Work is subject to equitable adjustment upon any material change in such information or circumstances, the occurrence of an excusable delay (as provided for in Section 2.2 hereof) or upon modification of the scope, timing or level of work to be performed by Cognizant. Either Party will be entitled to propose changes. It is mutually acknowledged that any such change may affect the fees or charges payable to Cognizant and/or the project schedule. Neither Party shall have any obligation respecting any change until an appropriate change order or amendment to the applicable Statement of Work is executed and delivered by both Parties. 2.2 Excusable Delays and Failures. Cognizant will be excused from delays in performing, or from a failure to perform, hereunder to the extent that such delays or failures result from causes beyond Cognizant's reasonable control. Without limiting the generality of the foregoing, Client acknowledges that Client's failure or delay in furnishing necessary information, equipment or access to facilities, delays or failure by Client in completing tasks required of Client or in otherwise performing Client's obligations hereunder or under any Statement of Work and any assumption contained in a Statement of Work which is untrue or incorrect will be considered an excusable delay or excusable failure to perform hereunder and may impede or delay completion of the Services. Client further acknowledges that such delays or failures may result in additional charges for the Services. Confidential Information2 eCOLLABORATIVE SOLUTIONS A Cognizant Company 3. PAYMENT. 3.1 Project Fees and Reimbursable Items. Client shall pay to Cognizant the fees and other compensation set forth in each Statement of Work. Notwithstanding any contrary term in this Agreement or in any SOW, travel and other ancillary expenses incurred by Cognizant, CTS US, and/or a Cognizant Affiliate in connection with the Services shall be reimbursed by Client only for documented actual and reasonable expenses incurred in accordance with Section 112.061, Florida Statutes, without mark-up, up to the limits established for the expenses and only as approved in writing in advance by Client. Cognizant will have no obligation to perform any Services when any amount required to be paid by Client remains due and unpaid beyond the date such amount is due. Any suspension of Services by Cognizant as a result of Client's failure to make payment as required will extend the due dates of Deliverables and other Services to the extent impacted by such suspension or delay. All payment will be governed by the Local Government Prompt Payment Act, which provided that payments will be made not later than 45 days from receipt of proper invoice. 3.2 Invoices; Payments. Cognizant will invoice Client for all fees, charges and reimbursable items payable to Cognizant on a monthly basis or otherwise in accordance with the schedule set forth in the relevant Statement of Work as such payments are due. Client will pay the invoiced amount in full within thirty(30) days of the date of each invoice, without deduction, setoff, defense or counterclaim for any reason; provided that the Client may withhold amounts disputed in good faith pending resolution of such dispute. Client will pay interest, at a rate equal to the lesser of 1.5% per month (or part thereof) or the maximum legal rate permitted, on the amount shown on to any invoice that is paid later than forty-five (45) days after the date of the invoice, other than such amounts that are disputed in such good faith during the pendency of the relevant dispute. All amounts hereunder will be invoiced and paid in United States Dollars unless otherwise set forth in an applicable SOW. 3.3 Taxes. Client is a tax exempt entity and shall not be subject to any taxes imposed by Cognizant, CTS US, and/or a Cognizant Affiliate. Client will provide Cognizant with a valid tax exemption certificate authorized by the appropriate taxing authority. 4. OBLIGATIONS OF THE PARTIES. 4.1 Working Environment. For any Services to be provided by Cognizant at any of Client's sites, Client shall provide Cognizant's personnel with (i) a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) access to and use of Client's facilities and relevant information, including software, hardware and documentation; (iii) provision and maintenance of personal computer("PC")workstations for such personnel's use; (iv) assistance to such personnel in a timely manner by promptly correcting any hardware or software problems that would affect the performance of Services; and (v) any other items set forth in each Statement of Work. 4.2 Client's Personnel Commitment. Client will ensure that all Client personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice, (i) be available to assist Cognizant's personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as outlined in the Statement of Work; (iii) participate in progress and other Service related meetings; (iv) contribute to software and system testing; and Confidential Information3 eCOLLABORATIVE SOLUTIONS A Cognizant Company (v) be available to assist Cognizant with any other activities or tasks required to complete the Services in accordance with the Statement of Work. 4.3 Export Control. Client agrees to notify Cognizant of any requirements for Deliverables or any other technology, technical data or information to which Cognizant will have access as a result of the Services that, in any case, will subject the Deliverables or the other technology, technical data or information to control under applicable export regulations under any classification other than EAR99 (or its non-U.S. equivalent) and, in such event, Client will (i) identify to Cognizant the applicable regulations (e.g. the United States Export Administration Regulations ("EAR") or the International Traffic in Arms Regulations ("ITAR")) and classifications (e.g. ECCN) and (ii) follow such guidelines as Cognizant may communicate to Client that reasonably are required to avoid violations. Each Party acknowledges and agrees that to the extent that any tangible or intangible technical data provided under this Agreement is subject to US export laws and regulations, such Party will not use, distribute, transfer, or transmit technical data provided by the other Party under this Agreement except in compliance with US export laws and regulations. Notwithstanding the foregoing, Client agrees that it will not provide Cognizant with any technology, technical data or information that is subject to control under the ITAR. In the event that Client wishes to provide Cognizant with ITAR-controlled technology, technical data or information, Client will notify Cognizant in writing of such intent, and the Parties agree to cooperate to determine the appropriate agreements and controls, if any, required before Client makes such disclosure. 4.4 FCPA. Neither Party shall take any action in connection with the performance of its to obligations under this Agreement that violates the Foreign Corrupt Practices Act, as amended, and the rules and regulations thereunder in any manner that has a material adverse impact on the other Party. To the extent that any of the Services or Deliverables cannot be performed or provided without violation of any law, regulation, or other control, then Cognizant shall not be obligated to provide the same and the applicable Statement of Work shall be amended accordingly. 4.5 Work Authorization/HR Compliance. In the event that it is necessary for Cognizant to obtain visas or work permits for Cognizant personnel, Client will cooperate with Cognizant by taking all reasonably necessary actions to facilitate Cognizant's efforts, including, but not limited to, providing, and hereby consents to Cognizant providing to immigration authorities, documentation indicating the nature and location of the work to be performed, the necessity of the work to be performed, and other documentation as may be reasonably required and related to this Agreement (including the existence and terms of this Agreement and the identity of the Parties hereto), and posting such notices as may be legally required (including any legally required notice posting at Client sites from which the parties contemplate services being provided by Cognizant personnel who are foreign skilled workers). 5. OWNERSHIP. 5.1 Ownership of Work Product. Cognizant agrees that, upon Client's payment in full, the software or other intellectual property developed by Cognizant or its Affiliates as a `work-for-hire' specifically for Client, as set forth in a Statement of Work ("Work Product") shall be the property of, and ownership shall vest in, Client. Client's ownership of Work Product does not include Cognizant Proprietary Intellectual Property (as defined below) or any Third Party Items, or any derivative of the foregoing, that is incorporated into the Work Product. Cognizant agrees to take, at Client's cost and expense, all actions requested by Client which are reasonably necessary to Confidential Information4 eCOLLABORATIVE SOLUTIONS A Cognizant C Or'pany assure the conveyance to Client of all right, title and interest in and to the Work Product, including copyright. 5.2 Residual Rights. Notwithstanding anything to the contrary herein, Cognizant, Cognizant Affiliates, and their respective employees and agents shall be free to use and employ any Residual Information. "Residual Information" means the general knowledge, ideas, know-how, experience, and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party. Nothing in this paragraph, however, shall be deemed to grant a license under Client's registered intellectual property rights. 5.3 Cognizant Proprietary Intellectual Property. Client acknowledges that as part of delivering the Services, Cognizant personnel may utilize proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship, creative works, ideas, know-how, data or other materials which have been or are originated, developed, licensed, purchased, or acquired by Cognizant or its Affiliates or subcontractors (collectively, "Cognizant Proprietary Intellectual Property"). Client agrees that Cognizant Proprietary Intellectual Property and Residual Information, any derivatives of Cognizant Proprietary Intellectual Property or Residual Information, is the sole property of Cognizant (or its licensors) and that Cognizant (or its licensors)will retain sole and exclusive title to and ownership thereof. If any Cognizant Proprietary Intellectual Property owned by Cognizant is embedded in Work Product, Cognizant grants to Client a worldwide, royalty free, non-exclusive, transferable, perpetual license to use, execute and perform such Cognizant Proprietary to Intellectual Property as a functional element of the applicable Work Product, subject to any additional terms or limitations set forth in the applicable Statement of Work, and provided that no portion of the Cognizant Proprietary Intellectual Property is separated or unbundled from the applicable Work Product or used as a stand-alone product or development tool. Except as expressly provided in the foregoing sentence, nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or under any Cognizant Proprietary Intellectual Property (whether by estoppel, implication or otherwise). Any license to Cognizant Proprietary Intellectual Property that is not embedded in Work Product or that is commercially available will be pursuant to a separate license agreement between Client and Cognizant (or its licensor). 5.4 Third Party Items. Cognizant shall obtain Client's prior written consent before embedding in Work Product or installing in Client's environment any proprietary third party tools or applications. If any third party tools, applications, utilities and cloud infrastructure are distributed, resold, or provided to Client in connection with this Agreement (collectively, "Third Party Items"), such Third Party Items shall be provided AS-IS and made available to Client under a separate agreement between Client and the licensor of the Third Party Item or may be made available to Client by Cognizant under a separate agreement or pass-through terms set forth in an SOW, which shall apply to the relevant Third Party Item(s) in lieu of any of the terms of this Agreement. 5.5 Installation of Tools. Cognizant may use certain Cognizant owned or licensed Tools (the "Tools"), including those set forth in the applicable SOW in connection with its performance of the Services. The Tools are Cognizant's confidential information. As between Cognizant and Client, Cognizant is the sole owner of the Tools, together with all modifications, enhancements and changes to the Tools. Client consents to Cognizant's installation of the Tools onto Client's systems. Only Cognizant may install, configure, control, or grant access to the Tools. Client agrees that Cognizant may uninstall and remove the Tools at any time, and that the consent set Confidential Informations eCOLLABORATIVE SOLUTIONS A Cognizant C Orr pany forth in this paragraph is not a software license or subscription agreement. Cognizant will use the Tools as installed on Client's systems solely to perform the Services for Client. 6. CONFIDENTIAL INFORMATION. 6.1 Confidentiality Obligations. For a period of three (3) years from the date of disclosure of the applicable Confidential Information (as hereinafter defined), Client and Cognizant shall each (i) hold the Confidential Information of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other Party for any purpose whatsoever except as expressly contemplated under this Agreement or any Statement of Work. Except with the express written consent of the other Party, each Party shall disclose the Confidential Information of the other Party only to those of its and its affiliates' employees, officers, directors, subcontractors, agents or representatives having a legitimate need to know the information for the purposes of this Agreement ("Representatives") and shall take all reasonable precautions to ensure that such Representatives comply with the provisions of this Section 6.1. 6.2 Definition. The term "Confidential Information" shall mean any and all information or proprietary materials other than Personal Information (as defined in Exhibit A attached hereto) (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either Party (the"disclosing party")to the other(the to "receiving party") in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and customer lists or requirements. 6.3 Exceptions. The obligations of either Party under Section 6.1 will not apply to information (other than Personal Information) that (i) was in the receiving party's possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by the receiving party, or(iv) is independently developed by the receiving party without regard to the Confidential Information of the disclosing party. In addition, the receiving party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it; provided that the receiving party (a) gives the disclosing party reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy, (b) discloses only such Confidential Information as is required by the governmental entity, and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. Additionally, Cognizant acknowledges Client's obligations under Art. 1, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, as from time to time amended (together, the Public Records Laws), to release public records to members of the public upon request. Cognizant acknowledges that Client is required to comply with the Public Records Laws in the handling of the materials created under this Agreement and that the Public Records Laws control over any contrary terms in this Agreement. Cognizant, CTS US, and Cognizant Affiliate(s) shall comply with all requirements of Chapter 119, Florida Statutes, to the extent applicable to the records and documents associated with this Agreement. In accordance with Section Confidential Information6 eCOLLABORATIVE SOLUTIONS A Cognizant Corrpany 119.0701(3)(a), Florida Statutes (or successor statutes), a request to inspect or copy public records related to this Agreement must be made directly to Client. IF COGNIZANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO COGNIZANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (904) 272-5999, Ivalentin@clayutility.org, 3176 OLD JENNINGS RD., MIDDLEBURG, FL 32068. 7. DATA PROTECTION 7.1 Data Protection. If and to the extent that the Services require Cognizant to process Client's Personal Information, the Parties shall abide by the terms set forth under Exhibit A attached hereto. 8. INDEMNIFICATION. 8.1 Intellectual Property Rights Indemnity. Cognizant and Client (in such case, the "indemnifying party") each agree to indemnify and hold harmless the other (in such case, the "indemnified party") from and against any costs and damages awarded against the indemnified to party by a court pursuant to a final judgment as a result of, and defend the indemnified party against, claims of infringement of a U.S. patent or registered copyright or misappropriation of any trade secret related to a Deliverable (in the case of indemnification by Cognizant) or any claim relating to Cognizant's possession, use or modification of any software, documentation, data or other property provided by Client (in the case of indemnification by Client). 8.2 Intellectual Property Rights Exclusions. Cognizant shall have no obligation under Section 8.1 or other liability for any infringement or misappropriation claim resulting or alleged to result from: (i) modifications made other than by Cognizant, (ii) use of the Deliverables in combination with any equipment, software or material not approved or provided by Cognizant, (iii) Client's use or incorporation of materials not provided by Cognizant, (iv)the instructions, designs or specifications provided by Client; (v) any software or other materials furnished by any third party; or (vi) Client's continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement. 8.3 Infringement Remedies. In the event of an infringement or misappropriation claim as described in Section 8.1 above arises, or if Cognizant reasonably believes that a claim is likely to be made, Cognizant, at its option and in lieu of indemnification, may: (i) modify the applicable Deliverables so that they become non-infringing but functionally equivalent; or (ii) replace the applicable Deliverables with material that is non-infringing but functionally equivalent; or(iii)obtain for Client the right to use such Deliverables upon commercially reasonable terms; or (iv) remove the infringing or violative Deliverables and refund to Client the fees received for such Deliverables that are the subject of such a claim based on a five (5)year straight line depreciation. This Section 8 sets forth the exclusive remedy and entire liability and obligation of each Party with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation. Confidential Information? eCOLLABORATIVE SOLUTIONS A Cognizant COrrpany 8.4 Personal Injury and Property Damage Indemnity. To the extent permitted by law and as limited by and pursuant to the provisions of Section 768.28, Florida Statutes, Cognizant and Client each agree to indemnify, defend and hold harmless the other from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of third party claims for bodily injury or damage to real or tangible personal property, not including software, data, and documentation, to the extent caused directly and proximately by the gross negligence or willful misconduct of the indemnifying party, its employees or agents. 8.5 Indemnification Procedures. The obligations to indemnify, defend and hold harmless set forth above in this Section 8 will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based and will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii)gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim or action without the prior written consent of the indemnified party; and (iii) cooperates with the indemnifying party, at the indemnifying party's cost and expense in the defense or settlement thereof. The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis. 8.6 Governmental Entity. In light of Client being a governmental entity, nothing in this to Agreement shall be deemed to waive the sovereign immunity protections provided Client pursuant to Florida law. Notwithstanding anything stated to the contrary in this Agreement, Client's obligation to compensate or indemnify is limited and shall not exceed the limits as set forth in Section 768.28, Florida Statutes, as it may be amended from time to time. 9. WARRANTY. 9.1 Limited Warranty. Cognizant warrants the following: 9.1.1 the applicable Services rendered hereunder will be performed by qualified personnel; 9.1.2 the Professional Services performed will substantially conform to any applicable requirements set forth in the Statement of Work for a period of thirty (30) days (the "Warranty Period")following performance of such Professional Services; and 9.1.3 during the Warranty Period, the Deliverable(s) will materially conform to the corresponding product specifications set forth in the applicable Statement of Work for such Deliverable. 9.2 Remedies. Cognizant does not warrant that any Deliverable will operate uninterrupted or error-free, provided that Cognizant shall remain obligated pursuant to this Section 9. In the event that any Deliverable or Service fails to conform to the foregoing warranty in any material respect, the sole and exclusive remedy of Client will be for Cognizant, at its expense, to promptly use commercially reasonable efforts to cure or correct such failure. The foregoing warranty is expressly conditioned upon (i) Client providing Cognizant with prompt written notice of any claim thereunder prior to the expiration of the applicable Warranty Period, which notice must identify with particularity the non-conformity; (ii) Client's full cooperation with Cognizant in all reasonable Confidential Information8 eCOLLABORATIVE SOLUTIONS A Cognizant COr'pany respects relating thereto, including, in the case of modified software, assisting Cognizant to locate and reproduce the non-conformity; and (iii) with respect to any Deliverable, the absence of any alteration or other modification of such Deliverable by any person or entity other than Cognizant. 9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, COGNIZANT DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE. 9.4 Responsibility of Client. In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is determined not to be Cognizant's responsibility hereunder (including any problem with Client's third party vendors, Client's computer hardware or software that was not caused by any Services performed by Cognizant), Client will be responsible to pay Cognizant for all costs incurred for all evaluation, correction or other services performed by Cognizant relating to such claim on a time and materials basis at Cognizant's then standard billing rates. 10. LIMITATION OF LIABILITY AND REMEDIES. 10.1 Exclusion of Damages. In no event shall either Party be liable to the other Party or any other person or entity for any lost profits, special, exemplary, indirect, incidental, consequential or to punitive damages or liabilities, or for any costs (including transition costs) associated with procuring substitute or replacement services, of any kind or nature whatsoever (collectively, "Indirect Damages"), whether in an action based on contract, warranty, strict liability, tort or otherwise, even if such Party has been informed in advance of the possibility of such Indirect Damages or such Indirect Damages could have been reasonably foreseen by such Party. 10.2 Total Liability. In no event shall Cognizant's liability to Client or any other person or entity arising out of or in connection with this Agreement or the Services exceed, in the aggregate, the total fees paid by Client to Cognizant for the particular Service or Deliverable with respect to which such liability relates (or in the case of any liability not related to a particular portion of the Services, the total fees paid by Client to Cognizant under the applicable Statement of Work) in the twelve (12) month period preceding the last act or omission giving rise to any such liability, whether such liability is based on an action in contract, warranty, strict liability or tort (including, without limitation, negligence) or otherwise. The limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. 11. EMPLOYEES. 11.1 No Employee Relationship. Neither Party's personnel shall be deemed to be employees of the other Party. Each Party and its Affiliates shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen's compensation and any similar taxes associated with employment of its personnel. A Party's employees shall not be entitled to any benefits paid or made available by the other Party to its employees. Confidential Information9 eCOLLABORATIVE SOLUTIONS A Cognizant Corrpany 11.2 Non-Solicitation Obligations. During the term hereof and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, solicit for employment or employ, or accept services provided by, (i) any employee of the other Party (including employees of Cognizant's Affiliates); or(ii) any former employee of the other Party (including former employees of Cognizant's Affiliates) who performed any work in connection with or related to the Services. 11.3 Subcontractors and Third Party Providers. In addition to the right to engage Affiliates to provide Services as specified hereunder, Cognizant may engage non-Affiliate third parties which will be responsible for providing a portion of the Services that Cognizant provides to Client (such as field services and end user support)where such services are not dependent on a product being provided by such third party ("Subcontractors"), provided that such Subcontractors have executed appropriate confidentiality agreements with Cognizant. Cognizant may also (i)engage vendors providing equipment or software (and services in support of such equipment or software) to support the provision of Services and/or (ii) subcontract for third party services or products that are not principally dedicated to performance of Services for the Client, which are not material to a function constituting a part of the Services, do not result in a material change in the way Cognizant conducts its business, or are composed of small scale temporary labor (collectively, "Third Party Providers"). For the avoidance of doubt, Third Party Providers shall not be deemed "Subcontractors" as such term is defined under this Section 11.3. Cognizant may engage such Third Party Providers pursuant to such Third Party Providers' standard terms and conditions. Client shall agree in writing to be bound by the Third Party Providers' standard terms and conditions to the extent necessary, if at all, for Client to (iii) be able to use of the relevant Third Party Provider's product or services in connection with its receipt of the Services and/or(iv) make to use of any of the Services supported by such Third Party Provider's product/services. No engagement of Subcontractors or Third Party Providers hereunder will relieve Cognizant from any of its obligations under this Agreement. 11.4 Nondiscrimination. To the extent applicable to Services under this Agreement, Cognizant shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 12. TERM AND TERMINATION. 12.1 Term. The Agreement is effective as of the date on the Agreement and shall continue in effect for an initial term ending three years thereafter. The Agreement shall thereafter continue in effect for successive one-year terms, unless not later than sixty (60) days prior to the end of the then-current term, either party shall notify the other that the Agreement shall expire, in which event the Agreement shall expire on the last day of the then-current term (except with respect to any Statement of Work for which the term set forth in such Statement of Work has not yet been completed, which Statement of Work shall continue until expiration or termination). 12.2 Termination or Suspension. This Agreement may be terminated in whole or in part by either Party(the"non-breaching party") upon written notice to the other Party if any of the following events occur by or with respect to such other Party (the "breaching_party"): (i)the breaching party commits a material breach of any of its obligations hereunder and fails to cure such breach within Confidential Information 10 eCOLLABORATIVE SOLUTIONS A Cognizant Corrpany thirty (30) days after receipt of notice of such breach or fails to reach an agreement with the non- breaching party regarding the cure thereof; or(ii) any insolvency of the breaching party, any filing of a petition in bankruptcy by or against the breaching party, any appointment of a receiver for the breaching party, or any assignment for the benefit of the breaching party's creditors. In addition to any right to terminate as provided in this Agreement, the Parties agree that in connection with any dispute for which Client withholds the payment of charges pursuant to this Agreement, if the total amount being disputed (other than amounts in dispute resulting from clear billing errors of Cognizant), plus any amount that is undisputed but past due and any interest that has accrued thereon, exceeds the amount of fees billed by Cognizant in the then-prior three-month period (the "Disputed Amount Threshold"), Cognizant may, without liability to Client or its Affiliates, with at least 30 days' prior written notice to Client, suspend the further delivery of Services that are not paid for in advance until all payment disputes are resolved using the dispute resolution process set forth in this Agreement. If Client pays the Disputed Amount, Cognizant shall promptly recommence performance of the Services and all Cognizant timing obligations and delivery commitments under this Agreement and/or each applicable SOW shall be extended by the number of days between the date of suspension and the date Cognizant recommences performance of the relevant Services. 12.3 Payment upon Termination. Upon termination, Cognizant will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress), and in the event of termination of this Agreement, in whole or in part, by Cognizant pursuant to this Section 12, Cognizant will also be entitled to recover those reasonable costs incurred in anticipation of performance of the Services to the extent they cannot reasonably be eliminated. to 12.4 Fiscal Funding Termination. Client will seek to obtain funding for each fiscal year of a SOW. When funds are not appropriated or otherwise made available made available to support the continuation of performance in a subsequent fiscal period, Client may terminate the impacted portion of a SOW, in whole or in part. Client will give Cognizant written notice thirty (30) days prior to the effective date of any such termination. All obligations of Client to make payments after the termination date will cease and all Cognizant obligations to provide the Services will terminate. Notwithstanding the foregoing, Client will pay for (i) the entire time period the Service was made available to Client prior to Cognizant's receipt of notice of termination for non-appropriation; and (ii) for all amounts and Services periods for which Client has actually received Services. 12.5 Survival. In the event of termination or upon expiration of this Agreement, Sections 3, 5, 6, 8, 9 (subject to the expiration of any warranty period), 10, 11, 12, and 13 hereof will survive and continue in full force and effect. 13. MISCELLANEOUS. 13.1 Governing Law. This Agreement will be governed by the laws of the State of Florida, without reference to the principles of conflicts of law. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any State having jurisdiction. In addition, the provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 13.2 Dispute Resolution. Confidential Information 11 eCOLLABORATIVE SOLUTIONS A Cognizant Corrpany 13.2.1 Informal Negotiations. In the event of any dispute, controversy, or claim of any kind arising out of or relating in any way to this Agreement or the breach thereof (each a "Dispute"), prior to filing a notice of arbitration, the Party claiming a Dispute shall send a written notice to the other Party describing the basis for the Dispute and the requested remedy, and inviting the other Party to have its executive confer with a named executive of the claiming party to attempt to negotiate a resolution. The claiming Party may file the notice of arbitration in accordance with the Rules (defined below) after the executive conference is completed, if the invitation to confer is declined, or if, within ten (10) business days after the Dispute notice is delivered, there is no response to the invitation or the Parties are unable to schedule the conference. 13.2.2 Arbitration. Subject only to Section 13.2.4 below, any Dispute that is not settled through the negotiation process required under Section 13.2.1, shall be settled by final and binding arbitration administered by the International Centre for Dispute Resolution under the International Dispute Resolution Procedures — International Arbitration Rules (available at WWW.ICDR.ORG) (the "Rules"). The Parties waive any right to mediate a Dispute and any mediation provisions contained in the Rules shall not apply. 13.2.3 Arbitration Process. In-person hearings or meetings with the arbitrator(s) shall be held in Clay County, Florida and the seat of the arbitration shall be in Clay County, Florida. The sole arbitrator, or the presiding arbitrator in the case of a three-arbitrator panel, shall either be a retired judge or a lawyer with at least ten (10) years of experience in information technology matters. Each award shall include written findings of fact and conclusions of law and shall be final and binding, except that if the arbitration is conducted by a single arbitrator and to US$10,000,000 or more in damages are awarded against a Party(exclusive of interest, attorneys' fees, and arbitration fees and costs), that Party may appeal the award to a panel of three arbitrators pursuant to the Optional Appellate Arbitration Rules of the American Arbitration Association. The existence of a Dispute or the content or result of any award shall constitute the Confidential Information of both parties and the parties shall require that the arbitrator of any Dispute be bound to maintain the confidentiality of such Confidential Information. All informal and formal negotiations between the Parties regarding a Dispute shall be treated as compromise and settlement negotiations under applicable rules of evidence and no written or oral statements of position or offers of settlement made during the informal or formal Dispute resolution procedures shall be offered into evidence for any purpose, or constitute an admission or waiver of rights by either Party. Access to Courts. Either Party may at any time apply to a court with appropriate jurisdiction only to (a) seek interim or provisional relief necessary to protect its rights or property pending the resolution of a Dispute in accordance with these procedures, including injunctive relief and specific performance, or (b) enter or enforce any final and binding arbitration award.13.3 Scrutinized Companies Certification. In compliance with Section 287.135(5), Florida Statutes, Cognizant and CTS US each hereby certify that neither of them is participating in a boycott of Israel as defined in Section 287.135(1), Florida Statutes; in not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and referred to in Section 287.135(2), Florida Statutes; and does not have business operations in Cuba or Syria as defined in Section 287.135(1), Florida Statutes. In accordance with Section 287.135(3), Florida Statutes, Client shall have the option of terminating this Agreement if Cognizant and/or CTS US is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been Confidential Information 12 eCOLLABORATIVE SOLUTIONS A Cognizant Corrpany engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as defined in Section 287.135(1), Florida Statutes. Cognizant and CTS US further represent and warrant that, as of the effective date of this Agreement and during the term of this Agreement, they are not and will not be disqualified from doing business with any Florida state entities pursuant to any of the following provisions of the Florida Statutes: Section 287.133(1) (Public Entity Crime), Section 287.133(2) (Convicted Vendor List) or Section 287.134(2) (Discriminatory Vendor List). 13.3 Binding Effect and Assignment. Neither Party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party, except either Party may, upon prior written notice to the other Party (but without any obligation to obtain the consent of such other Party), assign this Agreement or any of its rights hereunder to any Affiliate of such Party, or to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such Party, if such entity agrees in writing to assume and be bound by all of the obligations of such Party under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assignees. 13.4 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns. 13.5 Notices. All notices required by this Agreement will be given in writing to the other Party and delivered by registered mail, international air courier, facsimile, or the equivalent. Notices will to be effective when received as indicated on the facsimile, registered mail, or other delivery receipt. All notices will be given by one Party to the other at its address stated on the first page of this Agreement unless a change thereof previously has been given to the Party giving the notice. 13.6 Amendments and Waivers. This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. No waiver by either Party of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by either Party with respect to any default, misrepresentation, or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 13.7 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force. 13.8 Counterparts. This Agreement and each Statement of Work may be executed in several counterparts and by facsimile signature, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the Parties with the same effect as if all the signatures were upon the same instrument. A telecopy signature shall be as legally effective as an original signature. 13.9 Entire Agreement.This Agreement and all Statements of Work attached hereto constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other prior or contemporaneous communications between the Parties relating to the subject matter herein. Confidential Information 13 COLLABORATIVE SOLUTIONS A Cognizant Company 13.10 Press Releases and Announcements. Either Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing party shall use reasonable efforts to advise the other Party and provide it with a copy of the proposed disclosure prior to making the disclosure). 13.11 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 13.12 Consents and Approvals. Except where expressly provided as being in the discretion of a Party, where approval, acceptance, consent or similar action by either Party is required under this Agreement or the applicable Statement of Work, such action shall not be unreasonably withheld or delayed. IN WITNESS WHEREOF, Cognizant and Client have caused this Agreement to be signed and delivered by their duly authorized officers, all as of the date first herein above written. COGNIZANT WORLDWIDE LIMITED CLAY COUNTY UTILITY AUTHORITY, FLORIDA molSignature: o„! "" << Signature: Print Name: Nicola Jones Print Name: to Title: Authorized Person Title: Solely for the purpose of acknowledging that CTS US may perform local services in the United States of America in accordance with Section 1.1: COGNIZANT TECHNOLOGY SOLUTIONS U.S. CORPORATION Signature: Dough Jonas(Dcc 9,2022 09 55 LSII Print Name: Douglas Jones Title: Associate General Counsel Confidential Information 14 eCOLLABORATIVE SOLUTIONS A Cognizant Company EXHIBIT A DATA PROTECTION AGREEMENT This Data Protection Agreement (this "DPA"), is entered into by and between Cognizant Worldwide Limited (collectively with its Affiliates, "Cognizant") and Clay County Utility Authority, Florida ("Client") (each a "Party" and collectively, "Parties"), pursuant to the terms and conditions of the Master Services Agreement(the "Agreement") effective December 7, 2022 between the Parties. General Data Protection Terms 1. Introduction. 1.1. Order of Precedence. This DPA is part of the Agreement, and the terms of this DPA are in addition to, and not in lieu of, the terms in the Agreement. The terms of this DPA shall prevail over any conflicting terms in the Agreement's other sections. 2. Definitions. 2.1. In this DPA: to a. "Access" or "Accessing" means to access, view, alter, use, process, transfer, store, host, disclose, erase, destroy, or dispose of Protected Data, and includes any operation or set of operations performed upon Protected Data, whether or not by automated means. b. "Applicable Laws" means the privacy, data security, and data protection laws, directives, regulations, orders, and rules in the jurisdiction(s) applicable to the Cognizant and/or the Services provided under the Agreement. c. "Applicable Standards" means government standards, industry standards, and commercially reasonable practices related to privacy, data security or data protection that are applicable to Cognizant and the Services provided under the Agreement, or such other standards as otherwise agreed to by the Parties and specifically set forth in an applicable Statement of Work or other written agreement. d. "Authorized Person(s)" means the individual(s) to whom Client or Cognizant has granted Access to Protected Data. e. "Employee Personal Data" means the Personal Information of the personnel of Cognizant, Cognizant's Affiliates, or Cognizant subcontractors or other representatives. f. "European Data Protection Legislation" means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("General Data Protection Regulation"), including any applicable delegated acts adopted by the European Commission and any applicable Confidential Information 15 eCOLLABORATIVE SOLUTIONS A Cognizant Corrpany national legislation made under or otherwise adopted by Member States of the EEA pursuant to specific rights or powers contained within the General Data Protection Regulation, together with any replacement legislation or any equivalent legislation of any other applicable jurisdiction and all other applicable laws and regulations in any relevant jurisdiction relating to the processing of personal data and privacy. g. "include" or "including" means including but not limited to. h. "Personal Data" means: any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person. i. "Personal Information" means: (i) information relating to an identified or identifiable individual in any form or medium; (ii) information related to an identified or identifiable individual that is protected under Applicable Law (including Personal Data); or (iii) information that is not specifically about an identified or identifiable individual but,when combined with other information, may identify an individual. In the event that the definition of Personal Information in this DPA is inconsistent with a definition of Personal Data, Personal Information, or similar concept under an Applicable Law, then the definition of such concept under the Applicable Law shall prevail solely to the extent of the inconsistency. to j. "Protected Data" means the Personal Information to which Client has granted Cognizant access for the performance of Cognizant's obligations under the Agreement. k. "Security Incident" means the unauthorized or unlawful destruction, loss, alteration, or disclosure of Protected Data caused by Cognizant's breach of this DPA. Security Incidents will not include unsuccessful attempts to Access Protected Information or to interfere with system operations in an information system, such as "scans" or "pings" on a firewall. I. "Security Standards" has the meaning set forth in Section 5 of this DPA. 2.2. All capitalized terms that are not expressly defined in this DPA will have the meaning given to them in the Agreement. All examples are illustrative and not the sole or exclusive examples of a particular concept. 3. General Obligations. 3.1. Compliance. Cognizant agrees that, during the period in which Cognizant has been given Access to Protected Data, it will comply with its obligations under Applicable Laws. Cognizant will provide commercially reasonable information, assistance, and cooperation regarding the processing of Personal Information as Client may reasonably require to enable Client to comply with Applicable Laws, including (when required by Applicable Laws) assisting Client (at Client's expense) with its security, notification, communication, recordkeeping, and reporting obligations under Applicable Laws. Confidential Information 16 eCOLLABORATIVE SOLUTIONS A Cognizant Corrpany 3.2. Purpose Limitation. Cognizant agrees that it will Access Protected Data: (i) in accordance with the lawful, written instructions of Client (provided such instructions are reasonable and provided that Client shall be responsible for any material costs incurred by Cognizant in order to comply with such documented instructions); (ii) for the proper management and administration of Cognizant or to carry out Cognizant's legal responsibilities under Applicable Laws; and (iii) to fulfill its obligations under the Agreement and the relevant Statement(s) of Work. 3.3. International Transfers of Personal Information. When applicable, and where required by Applicable Laws, the Parties agree to execute appropriate data transfer agreements to ensure the lawfulness of cross-border transfers of Personal Information. 3.4. Duty of Confidentiality. Cognizant agrees that Authorized Persons to whom Cognizant has granted Access to Protected Information will be subject to a duty of confidentiality (whether such duty is contractual, statutory, or otherwise). 3.5. Individual Rights. Cognizant will reasonably assist the Client to fulfill or resolve an individual's request for access to his or her Personal Information, including with respect to a request from a data subject to exercise any of his or her rights under Applicable Laws (including the rights of access, correction, blocking, objection, erasure and data portability, as applicable). If Cognizant receives such a request directly from the individual(s), Cognizant will promptly inform Client of the request. to 3.6. Prohibited Personal Information. Client will not provide Cognizant with Access to Personal Information that contains any special categories of Personal Data or information related to criminal convictions and offenses that are not expressly disclosed in the relevant SOW(s). 4. Obligations for Special Categories of Personal Information. 4.1. European Data Protection Requirements. If Cognizant or a Cognizant Affiliate: (i) is established within the European Economic Area ("EEA"), Switzerland, or the UK and processes Personal Data of EEA or UK data subjects on behalf of Client or a Client Affiliate as part of the Services; (ii) processes Personal Data on behalf of a Client Affiliate established in the EEA, Switzerland, or the UK as part of the Services; or (iii) processes the Personal Data of data subjects located in the EEA, Switzerland, or the UK on behalf of the Client or a Client Affiliate as part of the Services, then the Parties will enter into additional EU-specific data privacy terms with respect to the Services that involve processing of such Personal Data. 4.2. HIPAA. If and to the extent Cognizant has Access to Protected Health Information as defined at 45 C.F.R. §160.103 ("PHI") subject to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), then the Parties shall enter into a mutually agreeable Business Associate Agreement subject to the provisions of the Agreement. 5. Security Standards. 5.1. Minimum Security Standards. Cognizant agrees to implement and maintain commercially reasonable and appropriate administrative, technical, organizational, and physical controls designed to provide a level of security appropriate to the risk and to Confidential Information 17 eCOLLABORATIVE SOLUTIONS A Cognizant COr'pany protect the confidentiality, integrity, and availability of Protected Data ("Security Standards"), including: (i) controls designed to secure facilities, infrastructure, data centers, servers, hard copy files, systems, equipment, applications, and devices used to Access Protected Data, including controls to monitor, prevent, detect, and respond to Security Incidents; (ii) policies and practices limiting Access to Protected Data only to Authorized Persons; and (iii) procedures to regularly assess and evaluate the effectiveness of the Security Standards. 5.2. Training. Cognizant will provide privacy and security training for all Authorized Persons who Access Protected Data. 5.3. Client Responsibility for Employee Personal Data. To the extent that Client has Access to Employee Personal Data, Client shall implement and maintain, in compliance with Applicable laws, a data privacy and security program to protect Employee Personal Data to a standard materially the same as those required of Cognizant hereunder. Client shall collect only the minimum necessary amount of Employee Personal Data to comply with Client's obligations under Applicable Laws. 6. Return and Disposal of Protected Data. Upon the earlier of Client's written request or termination or expiration of the Agreement, Cognizant will securely destroy or, at Client's expense, return the Protected Data in accordance with Client's reasonable written instructions. Cognizant agrees to return or destroy Protected Data within ninety (90) days of receipt of Client's written request or expiration or termination of the Agreement, as applicable; to provided, however, that Cognizant may retain copies of Protected Information that Cognizant is legally required to retain, subject to a continued obligation to hold the same in confidence in accordance with this Agreement. 7. Security Incident Response. 7.1. Security Incident Response Program. Cognizant will maintain an incident response program in compliance with Applicable Laws to respond to Security Incidents. 7.2. Notice, Investigation, and Remediation. In the event of a Security Incident, Cognizant will notify Client without undue delay (and in no event more than seventy-two (72) hours after confirmation of the Security Incident). This notification will include, to the extent know at the time notice is sent: (i) a description of the Security Incident; (ii) the categories and types of Protected Data affected; and (iii) if applicable, the categories and number of data subjects and individual records affected. Additionally, Cognizant will promptly investigate and remedy the Security Incident, take commercially reasonable steps to mitigate the effects of the Security Incident and to prevent further Security Incidents, and take other actions required of it by Applicable Laws. 7.3. No Unauthorized Statements. Except as required by Applicable Laws, neither Party will make public statements concerning a Security Incident that references or identifies either Party, unless both Parties have provided express written consent for any such statement prior to its release. 8. Change in Law. If an Applicable Law becomes effective after the execution of this DPA and is inconsistent with the terms of this DPA or otherwise requires the Parties to amend this DPA or change the Services, the Parties agree to enter into good faith negotiations to make Confidential Information 18 COLLABORATIVE SOLUTIONS A Cognizant Company required changes to the Security Standards, the Services, and/or to amend this DPA or the Agreement. 9. Survival. Cognizant's obligations under this DPA will survive termination or expiration of the Agreement and/or completion of the Services solely to the extent Cognizant is required to Access Protected Data. IN WITNESS WHEREOF, Cognizant and Client have caused this DPA to be signed and delivered by their duly authorized officers, all as of the date first herein above written. COGNIZANT WORLDWIDE LIMITED CLAY COUNTY UTILITY AUTHORITY, FLORIDA Signature: N oialone=@[ognizanLcomNicoI ones@cogmian[w"c9,30221o3fie"T) Signature: Print Name: Nicola tones Print Name: Title: Authorized Person Title: to Confidential Information 19 In Prepared For: Cr....1..-)- TYA- TO 4 Statement of Work WorkdayDeployment Services to • .._• • •.. ti A ''' ' : .., irtsiii ' ,, 1 oil 41, , .irri , ; T 1 I rAO ° . ci _ ill. .. 1 '. 4ill y Imo, 1 ._F , • j. 1 .s• s � Ills s i4i1 ill,03 jr. , ._.... . .4r...._ # 14 _ , 1f- It COLLABORATIVE , . , A Cognizant Company Preparation Date: December 16, 2022 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 STATEMENT OF WORK FOR WORKDAY DEPLOYMENT SERVICES This Statement of Work("SOW") is made effective on the 27th day of February 2023 (the "SOW Effective Date") by and between Clay County Utility Authority, Florida ("Client"), having its principal place of business at 3176 Old Jennings Road, Middleburg, FL 32068 and Collaborative Solutions, LLC, a limited liability company("CSLLC"), an Affiliate of Cognizant Worldwide Limited ("Cognizant"), having its principal place of business at 11190 Sunrise Valley Drive, Suite 110, Reston,VA 20191 for Services scheduled to begin on February 27, 2023 ("Start Date") and expected to end on May 03, 2024. This SOW,together with the Agreement, sets out the terms pursuant to which CSLLC will provide certain Services, as further described below.This SOW is being entered into in connection with and subject to the terms and conditions contained in the Master Services Agreement by and between Cognizant and Client dated as of December 7th, 2022 (the "Agreement").All capitalized terms used herein that are not otherwise defined shall have the same meaning as ascribed to such terms in the Agreement. 1.0 Scope of Work ("Scope") to The Scope set out below describes the limits of the implementation in terms of organization, functionality, data conversion, integrations, reports, change management, and training which will be a part of the project. 1.1 Organization Scope 1.1.1 Person Population Population Type Count I Active Employees Two hundred fifty(250) Region Countries North America United States of America 1.1.2 Language:All communication, documentation, data,and deliverables will be in English. 1.1.3 Currency: United States Dollars ("USD"). 1.1.4 Security:Single sign on and activation of Workday Factory delivered security groups. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 2 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 1.2 Functionality Scope The following Functional Areas will be configured within the Workday application.This project is being deployed using CSLLC's Cynergy methodology. Functional Area Location Scope base I HUMAN CAPITAL MANAGEMENT("HCM") I HCM:Core United States of America 1 Compensation:Core United States of America 1 Benefits United States of America 1 Recruiting United States of America 1 Learning Management United States of America 1 Absence Management United States of America 1 Time Tracking United States of America 1 Payroll United States of America 1 FINANCIALS Core Financial Management,Accounting,and United States of America 1 Finance to Financial Accounting United States of America 1 Commitment Accounting United States of America 1 Budgets United States of America 1 Banking and Settlement United States of America 1 Procurement United States of America 1 Inventory United States of America 1 Supplier&Customer Accounts United States of America 1 Business Assets United States of America 1 Expenses United States of America 1 Revenue Management United States of America 1 Project and Work Management United States of America 1 I Planning United States of America 1 CROSS-FUNCTIONAL Mobile Solutions United States of America 1 Employee Self-Service United States of America 1 Manager Self-Service United States of America 1 A _____ I Configuration of the Functional Areas above will be limited to the functionalityScope contained in g p Appendix D of this SOW. This agreement is proprietary and confidential to Collaborative Solutions, LLC. 3 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 1.3 Data Conversion Scope Four (4) tenant builds are included in the Scope of this SOW. Data from Client's copy of current production systems will be converted into Workday during each of the conversion cycles without data scrambling or masking. Data scrambling or masking is not included in the Scope of this SOW, except for email addresses for all person types which will be masked until the Gold/pre-production build. The tenant builds for this SOW include: Foundation tenant morphs to configuration tenant(the configuration tenant consists of up to three (3) Workset Data Loads) End-to-end tenant Parallel tenant Gold/pre-production tenant The Data Conversion Scope is further detailed in Appendix E. Cynergy data validation reports will be provided as a starting point for data conversion files. Minor modifications will be necessary for Client specific requirements of additional data points; however, any additional changes to to the delivered reports will require a fully executed Project Change Order Form ("Change Order"). 1.4 Interfaces/Integrations Scope The integrations listed in the Appendix B are included in the Scope of the project. Below is a summary of the integration counts. Integrations Owner Cloud Connect Enterprise Interface Workday Other Builder/Document Studio Transformation Service CSLLC Twenty-six(26) Four(4) Ten(10) Four(4) Client Zero(0) Eight(8) Zero(o) One(1) 1.5 Report Scope All Workday delivered standard reports associated with the Scope listed in Section 1.2 are included in the Scope of the project. CSLLC has included a set number of twenty(20) hours of assistance for additional custom reporting support and training as part of CSLLC's estimate. All custom reports provided are listed in Appendix B. 1.6 End User Organizational Change&Training("OC&T")Scope This agreement is proprietary and confidential to Collaborative Solutions,LLC. 4 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 As they relate to the applications, areas, and events specified in Sections 1.1 and 1.2 above, CSLLC will complete a fundamentals OC&T Service. Specific Services and tasks to be performed by CSLLC and the Client are detailed in Section 2.0 below. All OC&T activities, communication, materials, and deliverables will be conducted and/or produced in English. to This agreement is proprietary and confidential to Collaborative Solutions,LLC. 5 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 2.0 Services and Responsibilities This section identifies the Services to be performed by CSLLC and the Responsibilities of the Client. Stage CSLLC Services Client Responsibilities Strategy Assemble the CSLLC project team for Strategy Assemble the Client project team Conduct Strategy planning sessions for this Identify stakeholders,sponsors,and stage super users Schedule Strategy meetings and status Participate in Strategy planning reporting sessions for this stage Participate in weekly project meetings Jointly schedule Strategy meetings Jointly schedule Strategy workshops and status reporting Conduct Strategy workshops Participate in weekly project meetings Deliver Workday considerations and key design decisions documentation Jointly schedule Strategy workshops Deliver end-to-end process maps for strategic Participate in Strategy workshops processes Provide interface requirements and Create the executive presentation summary of existing architecture Strategy findings and recommendations Begin Workday training tO Conduct leadership meetings to align on Provide plan and policy documents project approach, resource requirements and Identify initial risks and expectations,future vision and key changes recommendations to reduce risk and potential impacts Sign-off on stage Provide stage sign-off document Plan • Assemble the CSLLC project team e Identify and provide project team and Deliver discovery templates(deployment project Subject Matter Experts discovery questionnaire,integration discovery) ("SM Es") Create integrations discovery list Participate in functional and technical planning sessions Create the integration tracker Conduct functional and technical project Provide input into the project charter planning sessions Provide input into the project plan Create the project charter Approve and sign-off on project Create the project plan charter and project plan Provide interface requirements and Identify initial risks and recommendations to existing sample files reduce risk Schedule recurring project meetings and status Notify third party vendors and obtain consensus on project timelines reporting Provide third-party vendors contact Create baseline tenant management plan information and confirm third party Provide the data-gathering workbook for the vendors agree to project timeline foundation tenant Provide the completed discovery Provide the sample data conversion and templates validation strategy template; advise on This agreement is proprietary and confidential to Collaborative Solutions,LLC. 6 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Stage CSLLC Services _ Client Responsibilities development of the Data Conversion Strategy Identify initial risks and & Plan recommendations to reduce risk Provide design document templates Lead development of the Data Jointly schedule architect workshops(SMEs Conversion Strategy& Plan planning for design) Jointly schedule architect workshops The CSLLC project team will coordinate project (SMEs planning for design) preparation and kickoff Complete Workday training including Create the executive presentation for project integration and functional training kickoff meeting Lead project kickoff meeting Participate and support the project kickoff Participate in Foundation Data Model meeting Sessions Conduct Foundation Data Model Sessions Provide plan and policy documents Provide Test Strategy sample template;advise Lead development of Test Strategy on development of the Test Strategy • Work with CSLLC to set up CSLLC's Work with Client to set up CSLLC's secure secure transfer site for sharing transfer site for sharing confidential/private confidential/private employee data employee data Provide implementation tenant for Build foundation tenant exclusive use in this project t0 Provide exception reports/issues log from Provide Client personal tenant build data/personally identifiable Deliver Cynergy tenant validation reports and information for build of foundation support validation efforts of foundation tenant tenant and submit to CSLLC's secure Provide stage sign-off document transfer site Review and resolve issues from exception reports Validate foundation tenant build • Sign-off on stage Architect& Manage the project plan Provide input to the project plan Configure Conduct weekly project meetings and Participate in weekly project meetings workstream meetings,co-lead steering and workstream meetings,co-lead committee meetings Steering Committee meetings Conduct iterative workset design and playback Provide project SMEs for iterative workshops workset design and playback Develop the CSLLC assigned integration design workshops approach documents; advise Client on Participate in iterative workset design development of design approach documents and playback workshops for Client assigned integrations Assist in clarifying configuration Provide the data-gathering workbooks for the requirements configuration tenant Conduct integrations architect Deliver the initial functional design workshop for Client assigned documentation for sign-off integrations Assist with questions regarding mapping of Develop Client assigned integration data to Workday data model design approach documents This agreement is proprietary and confidential to Collaborative Solutions,LLC. 7 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Stage CSLLC Services Client Responsibilities Build configuration tenant • Review and sign-off on functional Provide exception reports/issues log from design documents tenant build Agree to integration design approach Deliver Cynergy tenant validation reports and documents(after detailed design support validation efforts of configuration approach review sessions) tenant Finalize Data Conversion Strategy and Provide baseline end-to-end Test templated Plan scenarios to Client for review and use • Update data-gathering workbooks for determination configuration tenant Conduct smoke test for configuration tenant Develop extract scripts and provide Begin functional knowledge transfer process validated extract data from legacy during configuration tenant smoke testing system(s) into a single set of data into the CSLLC prescribed data conversion Jointly conduct Workday Customer templates for load into the Workday Confirmation Sessions("CCS") platform for the configuration tenant Develop CSLLC assigned integrations Provide Client personal Conduct smoke testing of integrations data/personally identifiable developed by CSLLC information for configuration tenant Create Integration operations instruction and submit to CSLLC's secure transfer guides for CSLLC assigned integrations site to Update functional design documents Validate configuration tenant build Provide smoke test scenarios from architect Review and resolve issues from workshops and advise on Client defined test exception reports scenarios Review existing reports and confirm Provide input on test management processes which Workday report will meet and tools including defect management,status these needs and identify any tracking/reporting and daily test status necessary custom reports as part of meetings the Architect&Configure stage Review Client defined test scenarios for end- Finalize Test Strategy to-end and production dress rehearsal Develop catch-up data transaction Design,develop and smoke test CSLLC entry approach assigned reports Define and document test plan and Deliver final CSLLC maintained design test scenarios (end-to-end and workbooks to Client at the end of the stage regression) Assist with questions regarding mapping of Jointly conduct CCS data to Workday data model Develop Client assigned integrations Build of end-to-end tenant Conduct unit testing of configuration Provide exception reports/issues log from end- Conduct smoke testing of integrations to-end tenant build developed by Client Deliver Cynergy tenant validation reports and Create integration operations guides support validation efforts of end-to-end tenant for all Client assigned integrations Provide stage sign-off document Review integration smoke test results and final integration design in order to provide sign-off of integrations ready for end-to-end testing This agreement is proprietary and confidential to Collaborative Solutions,LLC. 8 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Stage CSLLC Services Client Responsibilities • Participate in functional knowledge transfer during configuration tenant unit testing • Define and implement test management processes and tools including defect management,status tracking/reporting and daily test status meetings Develop comprehensive cross- functional scenarios from smoke and/or end-to-end Test templated scenarios provided by CSLLC Review and finalize test scenarios, test scenario assignments and detailed daily test plan • Finalize test scenarios,test scenario assignments and detailed daily test plan Train and prepare testers for testing Develop material to be presented at to the Test Kickoff meeting Design,develop and unit test Client assigned reports Sign-off on functional design documents • Develop extract scripts and provide validated extract data from legacy system(s) into a single set of data into the CSLLC prescribed data conversion templates for load to the Workday platform for the end-to-end tenant Provide Client personal data/personally identifiable information for end-to-end tenant and submit to CSLLC's secure transfer site Validate end-to-end tenant build • Review and resolve issues from exception reports • Sign-off on stage Test Manage the project plan Provide input to the project plan • Conduct weekly project meetings and • Participate in weekly project meetings workstream meetings,co-lead Steering and workstream meetings,co-lead Committee meetings Steering Committee meetings This agreement is proprietary and confidential to Collaborative Solutions,LLC. 9 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Stage CSLLC Services Client Responsibilities Participate in test kickoff session Lead test kickoff session Conduct one(1) hour navigation review per • Lead daily end-to-end and parallel workstream,at start of test cycle test meetings Create integrations schedule recurrence Execute all test scenarios(end-to-end, tracker user acceptance and regression)and Support integration defect resolution for CSLLC provide test management(e.g., assigned integrations testing coordination,compiling scenarios, reporting metrics,etc.) Provide functioning CSLLC assigned interfaces per the test plan Resolve Client assigned test incidents Prepare and conduct production dress Support integration defect resolution rehearsal-user experience sessions for Client assigned integrations Prepare and conduct production dress Provide functioning Client assigned rehearsal—governance&engagement interfaces per the test plan Prepare and conduct production dress Coordinate, plan and participate in rehearsal—support operations production dress rehearsal -user Coordinate the first Workday product release experience sessions during the project along with knowledge Coordinate, plan and participate in transfer for the Client to manage subsequent production dress rehearsal— updates governance&engagement to Participate in one(1)thirty(30) minute daily Coordinate, plan and participate in end-to-end or parallel test status meeting, production dress rehearsal—support limited to one(1)CSLLC functional workstream operations consultant and one(1)CSLLC integration Client SMEs to participate in consultant,if applicable for workstreams knowledge transfer meetings where there is an open issue Develop subset or supplemental Conduct up to five(5)one(1) hour knowledge scenarios for additional testing during transfer meetings, per workstream Test stage Resolve CSLLC assigned test incidents;advise Plan and execute performance testing Client in resolution of Client assigned test if required by Workday incidents Update system configuration as Assist with questions regarding mapping of required data to Workday data model • Update design documentation (as Build of parallel tenant required by internal Audit team) Provide exception reports/issues log from Participate in the first Workday parallel tenant build product release during the project; Deliver Cynergy tenant validation reports and coordinate activities related to support validation efforts of parallel tenant subsequent updates Support execution of two(2) payroll parallel Complete test of extraction and load cycles per Client defined parallel test process for catch-up data transaction management strategy and success criteria entry Provide sample deployment cutover plan, Develop extract scripts and provide advise Client in developing detailed cutover validated extract data from legacy plan system(s) into one(1)set of data into the CSLLC prescribed data conversion Provide knowledge transfer workbook for sign- off This agreement is proprietary and confidential to Collaborative Solutions,LLC. 10 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Stage CSLLC Services Client Responsibilities • Provide stage sign-off document templates for load to the Workday platform for the parallel tenant • Provide Client personal data/personally identifiable information for parallel tenant and submit to CSLLC's secure transfer site Validate parallel tenant build • Review and resolve issues from exception reports Complete catch-up data transaction entry for parallel Execute two(2) payroll parallel cycles per Client defined parallel test management strategy and success criteria Manage and sign-off on all test results (end-to-end, parallel, and regression) Develop deployment cutover plan • Complete and sign-off on the to knowledge transfer workbook • Sign-off on stage Deploy Manage the project plan Provide input to the project plan Conduct weekly project meetings and Participate in weekly project meetings workstream meetings; participate in Steering and workstream meetings;conduct Committee meetings Steering Committee meetings Provide the Workday Go-Live Checklist and Manage and execute to the deploy Move-to-Production Authorization cutover plan Schedule and conduct final Workday Delivery Develop extract scripts and provide Assurance reviews validated extract data from legacy Update integration schedule and recurrences system(s) into a single set of data into tracker the CSLLC prescribed data conversion templates for load to the Workday Assist with questions regarding mapping of platform for the Gold tenant data to Workday data model Build of Gold tenant Provide Client personal data/personally identifiable Provide exception reports/issues log from Gold information for Gold tenant and tenant build submit to CSLLC's secure transfer site Deliver Cynergy tenant validation reports and • Validate Gold tenant build support validation efforts of Gold tenant Review and resolve issues from Build of Sandbox Tenant and Migration to exception reports Production Tenant Provide required sign-off for Sandbox Deliver Cynergy tenant validation reports and configuration migration to production support validation efforts of sandbox tenant This agreement is proprietary and confidential to Collaborative Solutions,LLC. 11 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Stage CSLLC Services Client Responsibilities Verify migration of CSLLC assigned integrations Verify migration of Client assigned Schedule integrations according to the integrations integrations schedule recurrence tracker Jointly complete the Workday Go-Live Schedule the transition to production support announcement meeting with Client(held after move-to- Approve and sign-off on the Workday production) Go-Live Checklist and Move-to- Jointly complete the Workday Go-Live Production Authorization announcement Create and distribute the Workday Provide stage sign-off document Go Live announcement • Sign-off on stage Post- Provide standby support after the move-to- Complete catch-up data transaction Production production as defined by the number of weeks entry Support in the timeline outlined in Section 3.3 • Staff and manage help desk Conduct knowledge transfer sessions for CSLLC • Make any updates to production developed integrations • Sign off on stage Conduct payroll support Conduct support for first financial period close to Provide Stage sign-off document This agreement is proprietary and confidential to Collaborative Solutions,LLC. 12 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 OC&T Services Full Platform CSLLC Services CCUA Responsibilities Organizational • Provide all Change Management tools and • Provide organizational change counterpart to Change templates regularly interface with CSLLC's OC&T team • Provide 100 hours of change management • Provide input and approval of all facets of the advisory support change management strategy and timeline • Facilitate weekly workstream meetings for on- • Participate in OC&T workstream meetings going support and guidance on usage of tools and • Participate in OC&T Kickoff templates,for the duration of the project • Participate in OC&T Architect workshop(s) • Attend and participate in the Project Kickoff • Identify stakeholders,sponsors,and change meeting champions • Develop preliminary OC&T Timeline/Project Plan • Provide OC&T resources to attend and engage by end of Plan stage in functional alignment workshops • Conduct OC&T Kick Off Workshop(s) • Develop and maintain Change Impact Analysis • Conduct OC&T Architect Workshop(s) • Prepare Change Impact Executive Summary • Advise on development of the Change Impact • Conduct Organizational Readiness Analysis up to the end of Architect&Configure t0 stage Assessments • Advise on Change Impact Executive Summary • Develop and maintain Communications Plan • Advise on development of the Communications • Develop and deliver all end-user Plan up to the end of Architect&Configure stage communications • Develop Change Network Strategy and • Advise on Stakeholder Identification manage Change Network • Advise on User Experience Sessions,up to 40 • plan, lead,and execute User Experience hours Sessions • Advise on overall Change Strategy • Provide any necessary translations • Manage and implement Change Sustainment Strategy/Plan End User • Develop Training Needs Analysis and Training • Provide organizational training counterpart to Training Curriculum Plan regularly interface with CSLLC's OC&T team • Provide access to all job aids for functional areas • Review and approve the Training Needs in scope Analysis and Training Curriculum Plan • Lead development of all end-user training materials as defined in the Training Curriculum Plan • Lead development and configuration of in- system guidance(help text,guided tours,etc.) • Provide any necessary training translations • Coordinate training delivery and deployment to end user populations • Deliver training to all end user populations as defined by the Training Curriculum Plan This agreement is proprietary and confidential to Collaborative Solutions,LLC. 13 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Full Platform CSLLC Services CCUA Responsibilities • Register training participants and track training completion • Assess training effectiveness • Measure and report on end user adoption • Coordinate training remediation 3.0 Project Approach 3.1 Methodology The implementation will be completed by following CSLLC's Cynergy methodology which consists of the following stages: Plan,Architect& Configure,Test, and Deploy. The specific tasks and durations to complete these tasks will be detailed in the Project Plan, Project Charter and Project Schedule which are to be developed jointly by the CSLLC Engagement Manager ("CSLLC EM") and the Client Project Manager. to 3.1.1 Delivery Model CSLLC will deliver this implementation using the onshore Global Delivery Center("GDC") delivery model. CSLLC is providing a project team comprised of Workday certified experts both at onshore and GDC locations that provide the knowledge required to ensure a successful implementation utilizing a combination of Client specific requirements and industry best practice. 3.2 Governance Project Management In the Plan stage of the project,the CSLLC EM will work with the Client Project Manager to develop a detailed Project Plan to be used to maintain project tasks and timelines.A Project Charter will be created to guide the team in maintaining Scope and project objectives.The Project Charter will also define the path of issue escalation. Finalization of the Scope,as determined during the Plan and Architect&Configure stages, may require the project team to revise the estimates and resource requirements for the remaining stages of the project. Change Control Process Any additional or modified Scope of Services shall be documented in a separate written and fully executed Change Order using the template set forth in Appendix C. Such form shall include the This agreement is proprietary and confidential to Collaborative Solutions,LLC. 14 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 written approval of an authorized representative of Client before CSLLC will begin any additional work or incur any charges or fees outside the Scope of this SOW. Client and CSLLC agree to the following Change Control Process when a Change Request is issued: Step 1:CSLLC will prepare a description of the necessary change including Scope, process, cost, impact to timeline, impact to resources along with a list of alternative solutions. Step 2:The Client Project Manager will review and approve or reject within his or her authority or escalate to the Executive Sponsor for review and approval or rejection. Step 3:Client will review and approve or deny additional information for all Change Requests within three (3) business days so as not to cause any unnecessary delay in the project timeline. Step 4:Any approved change request will be documented and become an addendum to this SOW. Status Reporting During the Plan Stage of the project,the CSLLC EM will coordinate with the Client Project Manager to establish a set of regularly scheduled meetings to present project status and risks. These will include, but are not limited to, a monthly Steering Committee meeting, a weekly Project Core Team Status meeting, weekly workstream meetings, a weekly Project Management to meeting, and additional meetings, as needed.The CSLLC EM will report out at the Steering Committee and Team Status meetings on the status, activities, issues, and other relevant project information. The monthly Steering Committee meeting will include a review of the project timeline and status, accomplishments to date, upcoming project activities and milestones, review of issues and risks requiring action from the Steering Committee members, potential changes to Scope and a review of the financials of the project.The Steering Committee will include a readout by the CSLLC EM on the state of the project; participation may be in person or remote. A weekly Status Meeting will be held with the core team and the Client Project Manager to assess recent accomplishments, issues, risk factors and to ensure that the work planned for the next two (2)weeks is properly resourced. Risk factors and roadblocks will be assessed and either resolved or escalated. In addition to these meetings, meetings with functional teams will be scheduled to review and resolve any open issues. All meeting agendas, status reports, steering committee presentations, issues log, project plan and the project charter will be stored on the Project Collaboration Site as referenced in Section 4.0 Assumptions& Dependencies. Knowledge Transfer Over the course of the project, CSLLC will conduct functional and technical knowledge transfer through iterative workset design and playback sessions, CCS,weekly workstream meetings and This agreement is proprietary and confidential to Collaborative Solutions,LLC. 15 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 during the Test stage.Additional knowledge transfer will occur during the Post-Production stage as needed.To formalize knowledge transfer, CSLLC will complete and require sign-off by the Client of the Knowledge Transfer workbook. CSLLC and Client will utilize the Knowledge Transfer workbook to track progress and topics during each stage. If Client requires additional knowledge transfer,this may result in a Change Order. Process documentation (e.g., operational guides and process flow diagrams) is not in Scope for knowledge transfer, except for the Integrations Operations Guide for CSLLC owned integrations. 3.3 Projected Schedule The time required to complete the project is based on the contents of this SOW. Unless otherwise mutually agreed upon, Services under this SOW are expected to commence ten (10) business days from the date of execution by the Client and CSLLC.The estimated duration and estimated start date of each Project Stage is listed below, pending execution of this SOW and availability of Client resources and training.The Client Payroll schedule may require an adjustment on the estimated start date for the Deploy and Post-Production stages. If the Client Payroll schedule requires an adjustment,the number of weeks defined in the timeline below will determine the new stage start and end dates for the Deploy and Post-Production stages. Client resources will attend Workday fundamentals training for the functional areas in Scope to prior to the start of the Architect&Configure stage, and Client resources which are assigned to design/build integrations (as indicated in the integrations Scope) will complete the required Workday training (report writing, calculated fields, and integration-related classes) prior to the start of the Architect& Configure stage. If training is not attended,this could result in a significant impact to the time and cost of the project. The project will be completed in one (1) phase—as presented below.The timeline for the project is as follows: Project Timeline Architect& Blackout Post Total Strategy Plan Test Parallel Deploy Configure Week Production Weeks Weeks 6 7 20 10 1 8 4 6 61 Start 2/27/2023 4/10/2023 5/29/2023 10/16/2023 12/25/2023 P 1/2/2024 2/26/2024 3/25/2024 Finish 4/7/2023 5/26/2023 10/13/2023 12/22/2023 12/29/2023'2/23/2024 3/22/2024 5/3/2024 Note: This project runs for sixty-one (61)weeks, and the timeline listed above includes a blackout in Services from December 25, 2023,through December 29, 2023 (the "Blackout Period"). During the Blackout Period, CSLLC will not be obligated to perform any Services identified herein. Estimated Start Date: February 27, 2023 Estimated project Go-Live: March 22, 2024 This agreement is proprietary and confidential to Collaborative Solutions,LLC. 16 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Estimated End Date: May 03, 2024 Note: Integrations will be developed based on a timeline dependent on the batches defined in the integrations planning sessions and third-party vendor availability. Functional architect hours are assumed to be heavier in the Architect& Configure stage and will reduce to high level oversight following CCS. 3.4 Resources The following resources and hours are planned for the Project. Client Estimated Level of Effort Client resource estimates are provided as "best estimates."These estimates are provided to assist Client with resource planning.The Client level of effort estimated by phase and stage is as follows: Client Go-Live Architect& Post Total Strategy Plan Test Parallel Deploy Configure Production Weeks Weeks 6 7 20 10 8 i 4 6 61 Project Manager 0 141 405 203 161 81 121 1,112 Testing Lead 0 168 480 240 192 96 0 1,176 Strategy 189 0 0 0 0 0 0 189 Change Management&Training 0 16 116 71 56 28 14 301 Absence Management 0 39 195 101 0 27 27 389 Benefits 0 80 317 105 0 29 29 560 HCM Core 0 110 519 219 0 72 81 1,001 Compensation Core 0 35 164 69 0 23 26 317 Learning 0 48 188 - 62 0 17 17 332 Payroll 0 118 725 402 0 375 107 1,727 Recruiting 0 65 313 135 0 45 51 609 Time Tracking 0 39 193 99 0 80 27 438 Banking and Settlement 0 39 193 99 0 27 27 385 Budgets 0 19 97 50 0 14 14 194 Business Assets 0 32 155 80 0i 21 21 309 Customer Accounts 0 23 113 59 0 15 15 225 Expense Management 0 32 155 80 0 21 21 309 Financial Accounting 0 78 385 198 0 53 53 767 Inventory 0 37 180 93 0 24 24 358 Planning 0 78 385 198 01 53 53 767 Procurement 0 45 225 116 0 32 32 450 Projects 0 27 129 66 0 18 18 258 Supplier Accounts 0 45 225 116 0 32 32 450 Reporting 0 2 8 11 0 5 2 28 Data Conversion 0 35 203 122 0 48 48 456 Integrations 0 107 2,279 950 0 425 78 3,839 Total Est.Hours 1891 1,458 8,347 3,944 409 1,661 938 16,946 For a definition of Client roles and responsibilities assigned to the project, see Appendix A. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 17 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Resource estimates in the table shown above are for the core project team and are representative estimates based on the experience of other CSLLC customers with projects of a similar Scope. Please note, a single role in the table above may be fulfilled by multiple resources (example: two (2) resources sharing the Payroll work) or conversely, multiple roles may also be fulfilled by a single resource (example: one (1) resource responsible for both Time Tracking and Absence Management). Beyond the hours shown in the table above for the core team, participation will be needed from various other SMEs as required. Examples include but are not limited to, extended team input into architect workshop decisions,other internal departments (e.g., Finance) identifying test scenarios, additional resources assisting with testing execution, and Legal/Internal Audit providing oversight/input regarding controls. All hours for the Reporting role are not shown in the table above.The estimate reflects a bucket of hours scoping approach. Custom reporting requirements will be defined during the project. It is assumed Client is responsible for custom reporting beyond what is specified as CSLLC responsibility in Appendix B. 4.0 Assumptions& Dependencies The Services, labor estimates, and Pricing presented in this SOW are dependent on the following assumptions being true. Pricing,terms and conditions herein are effective only upon execution of this to SOW by both Parties. CSLLC reserves the right to alter any pricing,terms and conditions prior to the execution of this SOW. Client will: a. Timely complete each item listed as a Client Responsibility in Section 2.0. b. Have the necessary project and executive management support to review and make timely decisions as well as coordinate the activities of this project with other Client projects which may be occurring simultaneously.This includes gathering any necessary approvals from governing bodies, such as a Works Council, needed to proceed with the project. c. Have the necessary resources available in each stage, according to how they are identified in the staffing and project plans. Resources will be empowered and capable of making decisions on behalf of the Client. Resources will include, but are not to be limited to, functional and technical leads, and applicable business process and SMEs. If resource and/or priority conflicts occur,they will be discussed and resolved with the project Steering Committee. d. Provide all required technology needs, connectivity, and network access to all relevant Client applications necessary for the deployment.The CSLLC consultants will have access to software including security rights and passwords where required in order to complete the deployment.CSLLC resources will provide their own laptops. If Client owned laptops or virtual machines are required to be used,this may result in a Change Order. e. Be responsible for workstation compliance to Workday's minimum requirements. Client has determined their technical needs will be met, and internal systems and policies, as well as third- party vendors, are compatible with Workday.Any technical issues which may arise during implementation are to be resolved by Client. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 18 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 f. Lead the coordination with any Client's third-party vendor involvement required to complete the Services. Client understands that some of their third-party vendors may charge fees for the completion of Services and such fees are the sole responsibility of Client. g. Unless otherwise agreed by CSLLC's internal security organization,the Client shall use CSLLC's secure transfer site for the secure exchange of sensitive employee data with the CSLLC support personnel. Client will agree to limit use for data conversion or production support purposes only for the duration of the activities required. CSLLC will inactivate the secure transfer site within thirty (30)days after the support activities are completed. Client will not use CSLLC's site for the transmission of any integration files for third-party vendors. CSLLC is not responsible for back up, archiving, or maintenance of files stored on the secure transfer site. In the event CSLLC utilizes its internal "Daytona"tool for data conversion ("Daytona"), Daytona and all of its components must be installed on the CSLLC secure cloud server and utilized solely within CSLLC's secure transfer site. Further, Daytona IP addresses must be added to the tenant whitelist. Daytona uses its own implementer account that must be excluded from Multi-Factor Authentication ("MFA"). h. Use CSLLC provided central repository solution for non-sensitive project document sharing and CSLLC's secure transfer site for the secure exchange of sensitive Client employee data with the CSLLC project team. i. Seek to minimize the amount of plan and/or Client changes during the course of the project, with any changes finalized by the end of the Architect & Configure stage. If this milestone is not met,this may result in a Change Order and potentially impact timeline. to j. Perform all of the Client responsibilities in the stages identified, and per the project plan including but not limited to sign-off at the completion of each stage, provision of data files, provision of test scenarios, execution of test scenarios and integration testing. k. Be solely responsible for testing and any move-to-production activities,which shall include configuration, business processes, data, reports and integrations. Client will provide written acceptance of test results to CSLLC prior to any move-to-production. I. In the event CSLLC is required to assist Client with move-to-production activities, Client will provide written approval if CSLLC's assistance is required during Client's move-to-production activities. Upon completion of move-to-production activities, Client will verify production results and shall be solely responsible for production accuracy. Client shall provide written acceptance to CSLLC after such move-to-production activities have been completed. m. Adhere to the outlined meeting schedules defined in the Section 2.0 Services and Responsibilities table; any variation could result in an impact to cost and timeline. n. Coordinate participation from key stakeholders and project team to attend a single CSLLC led architect workshop and CCS per functional area. If additional workshops or sessions are needed, the Client Project Manager will work with the CSLLC EM to determine impact to project hours and timeline. o. Use CSLLC tools and templates. If the Client requires CSLLC to utilize Client specific/owned tools and templates,the Client Project Manager will work with the CSLLC EM to determine impact to project hours. p. Processing of payroll occurs out of a centralized office for all locations included in the payroll Scope. q. Tax filing will be handled by a third-party vendor. Workday does not currently support tax filing as part of the core Workday payroll module and only provides basic tax balancing reports as part of the delivered payroll module. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 19 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 r. If 1099R tax elections and payroll processing are required,those will be handled by a third-party vendor.Workday does not currently support 1099R tax elections or processing as part of the core Workday payroll module. s. Payroll commitments, payroll obligations, and position budgets are not included in the Scope of this SOW. t. Delivered Workday Fair Labor Standards Act ("ELSA")functionality will be used. u. Payroll Tax Data conversion is Not In Scope Integration Assumptions a. Integration estimates will be reviewed at the completion of the Architect & Configure stage as well as during the Configure stage of the project.Adjustments may be required after further analysis and any possible changes to Scope. If a configured integrations template does not satisfy Client's unique requirements, a custom integration will be a viable solution and can be built at an additional cost. b. Client integration functional owners are available for integration discovery and design sessions throughout the Plan and Architect&Configure stage. c. Client integration resources are Workday trained before they are assigned integration development access in implementation tenants. d. Client design meetings for each integration will not exceed eighty-five (85) hours across all integrations. If additional effort is required, a Change Order may be required . to e. CSLLC Integration team assistance for Client built integrations will not exceed fifty (50) hours. f. Requirements and specifications for all in Scope integrations will be available by the start of the Plan Phase. If additional effort is required, a Change Order may be required. g. Client integration workstream meetings will be limited to a maximum of two (2) hours per week for all integration resources. If additional effort is required, a Change Order may be required. h. Inbound integrations are scoped using Workday standard fields. If Workday custom objects are needed to store data,the integration effort will need to be revised. i. Workday required performance testing is not in Scope. j. Integrations (both CSLLC and Client owned) may be separated into batches depending on priority, critical and project timeline impacts;timelines could be adjusted due to delays in requirements or Client accessibility. Batches will have varying timelines to accommodate prioritization and architect workshop schedules to reduce rework. k. Integrations dependent upon Foundation Data Model ("FDM") may follow separate milestones and testing cycles. Authentication Assumptions a. CSLLC will advise Client of the Workday options for a single sign-on solution and will perform the applicable authentication setup within the Workday tenant. b. MFA is managed by Client and if Workday MFA setup is required this will result in an increased level of effort. c. Client is responsible for all implementation work outside of the Workday tenant (e.g., Security Assertation Markup Language (SAML) setup, identity server). Client will provide the appropriate resource commitments and skill sets depending on the single sign-on option selected during design. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 20 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Data Conversion Assumptions a. Client's project team will provide a single data file to CSLLC for each template regardless of the number of legacy systems. b. Client is responsible for data validation and mapping requirements for all data. Client will provide all translation values and mapping to CSLLC within the design configuration workbooks. c. Client is responsible for updating, testing, and maintaining delivered data extraction scripts/accelerators to accommodate Client's specific configuration or design. d. The CSLLC consultant project team will then load the provided information directly into the Workday tenant using Workday's web services. As data conversion is an iterative process,the Client will be responsible for all data cleanup identified during the process and is responsible for supporting multiple data extracts from the legacy systems. Testing Assumptions a. Client will provide a Test Lead unless otherwise stated in Section 3.4 who is responsible for overseeing test scenario creation and consolidating scenarios to be used for end-to-end, production dress rehearsal, Parallel and Regression testing, managing testers, and reporting out testing metrics. b. Client and CSLLC will implement a change control process to review and approve proposed enhancements coming out of testing to identify the priority and potential impact to timeline, to resources and level of effort prior to changes being made. c. Client will finalize and sign-off on end-to-end testing prior to entering parallel testing. Exceptions must be agreed upon by CSLLC if additional end-to-end testing is required prior to entering parallel testing. d. If testing is not complete within the time specified in the timeline, a Change Order is required. e. Client will coordinate participation from project testers to be co-located together on a remote basis, or at a mutually agreed upon shared site if CSLLC is able to travel in accordance with its internal policies and procedures. If additional support locations are needed for testing,the Client Project Manager will work with the CSLLC EM to determine impact to project hours and timeline. f. During Cycle One(1) of end-to-end Testing, CSLLC will resolve assigned test incidents working alongside Client resources as part of knowledge transfer. For end-to-end Cycle Two (2) and beyond, Client resources will lead the resolution of test incidents with support from CSLLC. g. Two (2) parallel payroll testing cycles during the parallel stage are assumed to be in the Scope of this SOW. h. Client is responsible for providing any executive summaries for parallel reporting to the project leadership team. i. Client assumes Workday Federal and State tax calculations are correct based on proven eco-system wide use across Client's Workday base.Client will manually spot check calculations during end-to- end testing. j. When a Workday Update occurs,the only additional changes which will be included in the project are those which are automatically required by Workday. Any additional functionality to be implemented as part of a Workday product release will be treated as additional Scope and managed through CSLLC's Change Control Process. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 21 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 k. Prior to the start of the Test stage, if CSLLC determines that an Object Master Tenant ("OMT") is required,the OMT will be the source for the Parallel and/or Pre-Production tenant(s).The OMT will include only Client approved/validated configurations. CSLLC will maintain sole access to the OMT. Strategy Assumptions a. Client Executive Sponsor(s) will be available to participate in Plan/Visioning sessions to set goals and objectives,vision, and help guide the governance and decision-making framework for the project. b. Project does not include any current state process mapping sessions, or any development of process tools and templates (e.g., checklists,job aids, user knowledge articles). c. Project does not include any Human Resources program policy reviews or re-writing. d. Future-state process maps will include steps inside and outside of Workday, and not include non- Workday system workflows and architecture (e.g., Learning systems, Financial systems). e. Future-state process maps will include one (1) iteration for each end-to-end process design. f. Non-Workday Technology assumptions— i. Client will extract and consolidate required documentation from non-Workday Human Resources systems to CSLLC as required for review and analysis. ii. Issues and progress tracking for technology changes to be made with third-party vendors to be managed and owned by Client. to Government Deployment Approach Assumptions a. CSLLC Team will utilize pre-configuration to conduct the alignment sessions in the Architect & Configure stage. The approach for the alignment sessions will be to review pre-configuration and then align areas which are in Scope but are not part of the pre-configuration. b. Business process configuration is limited to the processes defined in Appendix D. c. The Workday pre-configured content will be leveraged as the basis for design and configuration within the Scope of this project. CSLLC will not be performing a traditional fit-gap analysis on Client business requirements. If the pre-configured tenant is not appropriate for the Client, as determined by the Client, additional professional Services may be required. The Client is ultimately responsible for verifying that the pre-configured content is appropriate. d. Integrations to be designed to current state requirements and not reformatted during timeline unless Workday delivered templates are available for deployment. If current state is no longer supported,the effort will need to be assessed and the timeline may be impacted. e. Alignment workshops & CCS will each take place over a three (3)week period during the Architect& Configure stage and may require overlap of individual workstreams. f. CSLLC will present the applicable Deliverables to the Client and the Client will have three (3) business days to provide a specific list of reasonable issues to be remedied. CSLLC will address issues and resubmit the deficient Deliverables.After three (3) business days, should the Client not provide a list of issues,the Deliverables will be deemed complete. Use of the Deliverables by the Client will deem the Deliverables as completed. General Assumptions a. The CSLLC will operate in a global delivery model from onshore and CSLLC's GDC locations. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 22 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 b. Unless the Parties agree otherwise, support hours for onshore are assumed to be within standard business hours, defined as follows,with response time based on forecasted hours: i. 9:00 AM Eastern Time ("ET")through 5:00 PM ET. ii. Monday through Friday. iii. Excluding CSLLC holidays. A list of CSLLC holidays will be made available to the Client upon request. c. All meetings where CSLLC's GDC consultants' involvement will be required will be scheduled between 9:00 AM ET and 1:00 PM ET. d. CSLLC's GDC consultants, when required, will be available during the Client's business hours for key events defined as follows: i. Requirement workshops ii. End-to-end testing of critical issue triage 5.0 Response Targets a. Response targets for implementation post-production support are limited to standard business hours, defined as follows: i. 9:00 AM ET through 5:00 PM ET. ii. Monday through Friday. iii. Excluding CSLLC holidays. A list of CSLLC holidays will be made available to the Client to upon request. b. Issue response expectations: i. Client will ensure the issue is genuine, assign the proper priority, and assign issue to the appropriate CSLLC resource for further resolution. ii. As issues are assigned to CSLLC, CSLLC will use commercially reasonable efforts to acknowledge receipt of the issue as per the Target Response Times provided in the table below and will provide next steps. iii. After performing an analysis of the issue CSLLC will provide an estimated resolution time. c. Testing Issue Categorization: Priority Description Target Response Time • Critical issue that severely impacts Client's use of Blocker Two (2) business hours Workday (functionality is not available) • The issue halts testing from proceeding • No workaround exits Critical • Critical issue that severely impacts Client's use of Two (2) business hours Workday (functionality is not available) The issue will prevent Go-Live No workaround exists This agreement is proprietary and confidential to Collaborative Solutions,LLC. 23 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Priority Description Target Response Time High Major functionality issue with impact to business Four (4) business hours operations (e.g., prevents the Client from completing one (1)or more important business processes) Workaround exists but is not an optimal solution Medium • An issue with the service or functionality that prevents After all above items are the Client from completing one (1)or more non- critical business processes that are not imperative to a resolved,four (4) business Client's business operations hours • Workaround exists Low • Limited or no impact to service or functionality After all above items are • "Nice to Have"functionality or a future optimization resolved,four (4) business request hours • Workaround exists or is not needed Post-Production Hypercare("Hypercare")Support Assumptions to a. Response targets for implementation post-production support are limited to standard business hours, defined as follows: i. 9:00 AM ET through 5:00 PM ET. ii. Monday through Friday. iii. Excluding CSLLC holidays. A list of CSLLC holidays will be made available to the Client upon request. b. Issue response expectations: i. Client will ensure the issue is genuine, assign the proper priority, and assign issue to the appropriate CSLLC resource for further resolution. ii. If"Severity One (1)" emergency assistance, as defined in the table below, is needed in production, Client will log a case with Workday. iii. As issues are assigned to CSLLC, CSLLC will use commercially reasonable efforts to acknowledge receipt of the issue as per the Hypercare Target Response Times provided in the table below and will provide next steps. iv. After performing an analysis of the issue CSLLC will provide an estimated resolution time. c. Production Issue Categorization: This agreement is proprietary and confidential to Collaborative Solutions,LLC. 24 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Severity Description Hypercare Target Response Time Severity Critical production issue that severely impacts Client's Two (2) business hours One(1) use of Workday • The issue halts Client's business operations • No procedural workaround exists Severity • Major functionality is impacted, or significant Four (4) business hours Two(2) performance degradation is experienced • The issue causes a high impact to portions of Client's business operations • No reasonable workaround exists Severity I ' There is a partial, non-critical loss of use of service After all above items are The situation causes a medium-to-low impact on Three(3) resolved,four (4) business Client's business, but Client's business continues to function hours • Short-term workaround is available, but not scalable • Inquiry regarding a routine technical to Severity • q y g g issue, � After all above items are information requested on application capabilities, Four(4) resolved,four (4) business navigation, or configuration • Potential bug affecting a small number of users hours • Acceptable workaround available 6.0 Term and Termination a. This SOW shall commence on the Start Date identified above and shall continue through May 03, 2024 (the "Term"), unless terminated sooner pursuant to the Agreement. 7.0 Pricing a. CSLLC will invoice and Client shall compensate CSLLC on a Fixed Fee basis as set forth in the table below for Services rendered.This price is inclusive of any and all associated charges and fees which CSLLC may experience during the fulfillment of this SOW,with the exception of Section 8.0 Expenses. Pricing is based on the schedule defined in the SOW; any changes to the schedule will require a modification in price. Invoices will be paid subject to the terms and conditions of the Agreement.Total cost of the engagement is listed in the Milestones and Events table below. b. Payments will be made according to the following schedule: This agreement is proprietary and confidential to Collaborative Solutions,LLC. 25 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Fixed Fee and Invoicing Milestone/Event Invoice Date Invoice Amount CSLLC Total Invoice Investment Amount Project Commencement 2/27/2023 $ 570,280 -$56,312 _ $ 513,968 Strategy Stage:Strategy 4/7/2023 $ 427,710 -$42,234 $ 385,476 Plan Stage:Delivery of Plan Artifacts 5/26/2023 $ 427,710 -542,234 _ $ 385,476 Architect&Configure Stage:Delivery of Design Artifacts 8/4/2023 $ 427,710 -542,234 $ 385,476 Architect&Configure Stage:Delivery of End-to-End Tenant 10/13/2023 $ 427,710 542,234 $ 385,476 Test Stage:Completion of End-to-End Test 12/22/2023 $ 142,570 -514,078 _ $ 128,492 Test Stage:Completion of Parallel Test 2/16/2024 $ 142,570 -514,078 $ 128,492 Deploy Stage:Completion of Move-to-Production(Go-Live) _3/15/2024 $ 142,570 -514,078 _ $ 128,492 Post-Production support:Completion of Project 4/26/2024 $ 142,570 -514,078 $ 128,492 Project Total for All Phases 5 2,851,400 -5281560 $ 2,569,840 Estimated Travel Expenses(7%) _ $ 179,889 Grand Total $ 2,749,729 c. CSLLC typically estimates travel expenses to be between five (5) and seven (7) percent of the project total. d. Workday Delivery Assurance and Workday specific training services and fees will be covered under a separate agreement between Client and Workday. e. Invoices will be emailed to the following address(es): awilson@clayutility.org.Any other mailed correspondence will be delivered as follows below: to Clay County Utility Authority, Florida 3176 Old Jennings Road Middleburg, FL 32068 f. Any additional Services rendered in addition to the Scope as defined in this SOW will only be performed after the Parties agree to a Change Order utilizing the rate table to build the cost as identified below: Strategy Architect $396 Strategy Consultant $347 Engagement Director(Portfolio Director) $360 Engagement Manager $302 Project Associate $167 Functional Architect $324 This agreement is proprietary and confidential to Collaborative Solutions,LLC. 26 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Rate Car. Principal Consultant $212 Functional Associate $144 Integrations Associate $68 g. Any and all fees associated with Client's e-invoicing, portal, or payment solution will be the responsibility of Client, without dispute. CSLLC will provide all necessary documents or invoices to confirm the fees, if such fees are incurred. h. Client PO#will not need to be generated for this SOW. Milestone/Event Definitions Project Commencement—This Milestone is achieved upon the start of the Strategy stage, currently scheduled for February 27, 2023. to Strategy Stage:Strategy—This Milestone is achieved after the following is complete: a. Deliver end-to-end process maps for strategic processes Plan Stage: Delivery of Plan Artifacts—This Milestone is achieved after the following is complete: a. Project Charter b. Draft project schedule and plan c. Kickoff deck agenda and presentation draft d. Schedule for architect workshops Architect&Configure Stage: Delivery of Design Artifacts—This Milestone is achieved after the following is complete: a. Iterative Workset design and playback sessions as defined in Scope are conducted b. Updated functional design documentation provided to Client Architect&Configure Stage: Delivery of end-to-end Tenant—This Milestone is achieved after the following is complete: a. End-to-end tenant build for use in end-to-end testing Test Stage: Completion of end-to-end Test—This Milestone is achieved after the following is complete: a. Execution of test scenarios or timeframe for end-to-end testing has lapsed b. Any issues reasonably identified as preventing progress to Parallel Testing have been addressed or mitigated. Start of any Services or Responsibilities in the Deploy Stage will be deemed as completion of this Milestone. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 27 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Test Stage: Completion of Parallel Test—This Milestone is achieved after the following is complete: a. Timeframe for Parallel testing has lapsed b. Any issues reasonably identified as preventing progress to Production have been addressed or mitigated. Start of any Services in the Deploy Stage will be deemed as completion of this Milestone. Deploy Stage: Completion of Move-to-Production (Go-Live)—This Milestone is achieved after the following is complete: a. Production Workday system is available to any Client employees. Post-Production support:Completion of Project—This Milestone is achieved after the following is complete: a. Timeframe for post-production support has lapsed following the move-to-production. 8.0 Expenses It is expected Services will be provided primarily on a remote basis. If travel is required, all reasonable travel expenses incurred by CSLLC related to the performance of the Services defined herein, shall be invoiced to Client.All such travel will comply with CSLLC's Travel and Expense Policy,which shall be to made available to the Client upon request.All fees or penalties incurred due to cancellations or changes of travel at Client's request shall be invoiced to Client. 9.0 Signatures IN WITNESS WHEREOF,the Parties have duly executed this SOW by their respective authorized representatives as of the SOW Effective Date. Collaborative Solutions, LLC Clay County Utility Authority, Florida QSiraii 6 ett Susan Guerra(Dec 22,202209:09 PST) Authorized Signature Authorized Signature Susan Guerra This agreement is proprietary and confidential to Collaborative Solutions,LLC. 28 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Name Name Chief Client Officer Job Title Job Title Dec 22,2022 Date Date to This agreement is proprietary and confidential to Collaborative Solutions,LLC. 29 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Appendix A—Detail Roles Description Client Roles Client personnel are experts on Client business/technologies and as such will have responsibility for providing project management, non-Workday functional, technical, and culture expertise to the project. Client project team members and cross-functionality representation are currently identified as follows: (Note that project teams' roles could be specific to implementation needs.) Team Member Description of Role Steering Committee, The Steering Committee provides funding and support to the project. Senior Design Reviewers, Key Responsibilities include: Stakeholders,Executive Sponsor Obtaining appropriate funding and approvals Ensuring all appropriate resources are available for the project Resolving issues which are impeding the progress of the project Providing overall direction to the Client Project Manager Sign-off on key deliverables/project milestones t0 Assuring project delivery and quality control Attending Steering Committee Meetings Project Manager The Client Project Manager is a dedicated resource focused specifically on the Workday implementation.While CSLLC understands there are many other activities linked to the implementation,this resource needs to be dedicated full-time to the project. Responsibilities include the following: Establishing and managing the project details, deliverables,schedules, tasks, assignments,and execution Coordinating business teams and support teams Driving the implementation of the optimized processes Managing the resolution of issues Anticipating and resolving issues which could impact the Project Budget, Schedule,Scope or Quality Functional Team The Functional Team are those familiar with Client business processes and systems. (Global Process Owners,Process These individuals provide information to the CSLLC Functional Consultant(s)to Leads,and SMEs/Business configure the Workday solution. Responsibilities include: Analysts) Communicate functional requirements which need to be configured in Workday Describe current business processes and work with team to simplify and improve Work with CSLLC Consultants to help map and load data into Workday Actively participate in all testing activities • Pre-validate extracted data files prior to providing it to CSLLC;then validate data after it has been converted into Workday solution • Contribute to identifying and executing test scenarios for functional areas This agreement is proprietary and confidential to Collaborative Solutions,LLC. 30 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Team Member Description of Role Perform end user training Participate in knowledge transfer Technical Team Technical resources perform the following: (Integration Lead, Integration Support the conversion and loading of data contained in existing systems Engineers/Developers,and Data Conversion Specialist) Design and develop custom integrations as outlined within the Scope section above Develop custom reports Manage Client communications Participate in knowledge transfer Actively participate in testing activities Note:Resource experience, data quality and the amount of transformation required could impact the actual resources needed to support the data conversion efforts. Internal Auditor The Internal Auditor works with the Project Team to ensure proper procedures are followed and proper documentation is created for the implementation of Workday. This person is responsible for providing compliance-related guidance and expertise to the Project Team. Test Lead The Client Test Lead develops and manages the overall Client Test Strategy and to Plan. Responsibilities include: Establish an approach to testing Define resource requirements for testing Establish the test schedule Conduct overall execution of the Client prescribed end-to-end (including Integrations), production dress rehearsal, and Parallel test process for Workday Payroll from start to end of the test period Facilitate testing coordination and progress meetings Successfully manage defect resolutions Resolve test issues via coordination of Client and CSLLC teams as required to complete testing for successful completion of Workday test Define the overall test strategy Define test approach, roles,and responsibilities Define test tools and scenarios by tester and success criteria for each test stage Define and report test metrics to the project team and project executives Organizational Change Lead The Organizational Change Lead is focused on planning and executing the change management and communications activities. He or she is the primary counterpart to the CSLLC Organizational Change Lead (if there is someone assigned)and is responsible for providing primary insight into the Client's culture,operations,and competing projects or interests.The Organization Change Lead is the primary liaison between the project team and other internal resources needed to execute and deploy the various change management and communications activities. He or she is ultimately responsible for all change management and communications- related deliverables. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 31 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Team Member Description of Role Training Lead The Training Lead is focused on planning and executing the end user training activities. He or she is the primary counterpart to the CSLLC Training Lead (if there is someone assigned)and is responsible for providing primary insight into the Client's training resources and preferences,as well as competing projects or interests related to end user training.The Training Lead is the primary liaison between the project team and other internal resources needed to plan, execute, and deploy the various training activities for the deployment. He or she is ultimately responsible for all training-related deliverables.The Client may choose to assign the Organizational Change Lead and Training Lead roles and responsibilities to a single actual resource. Training Communications,and Depending on the specific strategies and plans the Client establishes as part of its Change Management support OC&T program,additional resources will be needed at various times throughout Resources the project lifecycle to support and execute the communications,change management, and training plans.These roles often include: Training Developers responsible for developing and revising the end user training collateral as defined in the Training Curriculum Plan Communications Leads/Developers responsible for developing, revising, and deploying the end user communications collateral as defined in the Communications Plan to Trainers and Super Users responsible for gaining advanced familiarity with the new systems and user support tools,and in turn planning and delivering pre-Go-Live and ongoing training to end user audiences Change Champions responsible for generating awareness and support around future changes within their designated areas of influence Workday Roles If Workday is contracted by the Client, Workday, under a separate contract,will provide Delivery Assurance services. Workday core responsibilities include: Team Member Description of Role Delivery Assurance Group Comprised of Workday Implementation Specialists,the Delivery Assurance Group works with the Client towards the implementation of the Workday solution.The Delivery Assurance Group conducts a series of quality assurance reviews at major project milestones,when the group reviews project documentation, product configuration,and business processes.The Delivery Assurance Group is responsible for the development and enhancement of the Workday implementation methodology and works closely with Product Strategy and Development in helping steer product direction. Note:Delivery Assurance will be a separate agreement to be contracted directly with Workday. Appendix B—Integrations and Custom Reports This agreement is proprietary and confidential to Collaborative Solutions,LLC. 32 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Integration Le ID# Integration Name Description Vendor Functional Area Tool Assign 1 Owner Hours Notes Basic SSO SAML Setup Outbound INT001 BasicSSO/SAML Setup Microsoft Security Custom Setup Principal 0 Client Active Directory Outbound Active directory Cloud Analyst/ INT002 Provisioning Microsoft HCM Connect CC Consultant 20 CSLLC Medical Or Dental Or Vision Or Rx Outbound Cloud Analyst/ INT003 Humana:Vision Humana Benefits Connect CC Consultant 40 CSLLC Life Or ADandD Outbound USAble Life outbound: Cloud Analyst/ INT004 Medical,Life,HSA USAble Benefits Connect CC Consultant 40 CSLLC FSA Or HSA Or Transit Or Parking Outbound Florida Blue-Medical, Cloud Analyst/ INT005 Dental Florida Blue Benefits Connect CC Consultant 40 CSLLC COBRA Events COBRA Initial Rights Outbound and Qualifying Events Cloud Analyst/ INT006 Outbound WEX Benefits Connect CC Consultant 50 CSLLC ACA Outbound Cloud Analyst/ INT007 ACA Outbound IRS Benefits Connect CC Consultant 20 CSLLC Retirement Savings company Financials Contribution& Outbound 457 a/b Demographic Deferred Comp Cloud Analyst/ INT008 Outbound Demo Mission Square Benefits Connect CC Consultant 50 CSLLC Retirement Savings 457 a/b company Inbound Elections/Loans Contribution& Cloud Analyst/ INT009 Inbound Deferred Comp Mission Square Benefits Connect CC Consultant 50 CSLLC Retirement Savings Financials company Outbound 457 a/b Contributions Contribution& Cloud Analyst/ INT010 Outbound Deferred Comp Mission Square Payroll Connect CC Consultant 40 CSLLC ACH NACHA Payment Outbound Cloud Analyst/ INT011 Payroll ACH Outbound Truist Bank Payroll Connect CC Consultant 40 CSLLC Financials Custom Financials(AP)Check Check Analyst/ INT012 Layout Check Printing Workday Birt Layout_Low BIRT Consultant 40 CSLLC This agreement is proprietary and confidential to Collaborative Solutions,LLC. 33 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Integration Integration Le ID# Integration Name Description Vendor Functional Area Data Type Tool Assign Owner Hours Notes Positive Pay without Financials Positive Pay Voids without Voids Payment Outbound Analyst/ INT013 Outbound Verifications Truist Bank Financials Custom EIB/DTS Consultant 70 Client ACH NACHA Payment Payment to Outbound Financials ACH external parties Cloud Analyst/ INT014 Outbound via ACH Truist Bank Financials Connect CC Consultant 40 CSLLC Bank Statement Import bank Inbound Bank Statement data for Cloud Analyst/ INT015 Inbound reconciliation Truist Bank I Financials Connect CC Consultant 50 CSLLC Electronic Filing 1099 Outbound Cloud Analyst/ INT016 1099 Filing Outbound Tax IRS Financials Connect CC Consultant 20 CSLLC Suggest keep as Integrati on continge ncy; O typically used for if/when charges/ refunds received requirin g Accounting updates Journal Journals to (Charges/Credits) Inbound journal INT017 Inbound GIS Billing Financials Custom Studio Principal 100 CSLLC entries Suggest keep as Integrati on continge ncy; typically used for Adhoc Bank if/when Transaction refunds Ad Hoc Bank Inbound received (Payments/Refunds) Cloud from a INT018 Inbound Truist Bank Financials Connect CC Principal 50 CSLLC bank Credit Cards Masked Inbound Procurement Cards Cloud INT019 Inbound Bank of America Financials Connect CC Principal 50 CSLLC Purchase Order Custom INT020 Purchase Order Layout Workday Birt Layout_Low BIRT Principal 40 CSLLC Customer Invoice Customer INT021 Layout Non-CIS billable Workday Birt Invoice BIRT Principal 40 CSLLC This agreement is proprietary and confidential to Collaborative Solutions,LLC. 34 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Integration Le ID# Integration Name Description Vendor Functional Area Tool Assign Owner Hou Notes Custom Layout_Low Procurement Supplier Punchout Supplier Invoice Inbound Supplier Punchout Cloud Analyst/ INT022 Invoice Inbound Financials Connect CC Consultant 50 CSLLC Procurement Supplier Punchout Catalog Supplier Punchout Cloud Analyst/ INT023 Catalog Outbound Financials Connect CC Consultant 40 CSLLC Procurement Supplier Punchout PO Supplier Punchout Outbound Purchase Order Cloud Analyst/ INT024 Outbound Financials Connect CC Consultant 40 CSLLC This should update and add employees from HR to the Labor resource,pay rate with overhead,as well as supporting team configurations and department data. Equipment resources should be updated from Cartegraph- the fixed assets Other Integration security (vehicles, Bidirectional INT025 and support generators,etc.) Cartegraph Financials Custom API Principal 40 CSLLC Employee data and vehicle data should be Verizon Other Verizon Reveal pushed to outbound INT026 FleetManager Reveal Financials custom EIB/DTS Principal 80 CSLLC Monthly Billing Accounting SpryCIS Billing Inbound For prepaid base Journals -Cash Receipt J/E charges and Inbound INT027 arrears usage Sprypoint Financials Custom Studio Principal 100 CSLLC SpryCIS Billing Inbound Other -Customer Refunds Customer Inbound INT028 Refund Process Sprypoint Financials Custom Studio Principal 110 CSLLC SpryCIS Outbound- Returned Check, Returned Check chargeback,or Other Notification customer voided Inbound INT029 payment Sprypoint Financials Custom Studio Principal 110 CSLLC SpryCIS Outbound Other Customer Loan Customer Loan Balance Inbound Reconciliation INT030 Information Sprypoint i Financials Custom Studio Principal 110 CSLLC This agreement is proprietary and confidential to Collaborative Solutions, LLC. 35 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Integration Integration Le ID# Integration Name Description Vendor Functional Area Data Type Tool Assign 1 Owner Hours Notes Employees for SpryCIS Employee Data system Other Outbound automation of Outbound INT031 SpryCIS Sprypoint Financials Custom EIB/DTS Principal 100 Client Employees for SpryMobile Employee service ticket Other Data Outbound system Outbound INT032 automation Sprypoint Financials Custom EIB/DTS Principal 100 Client Archival and processing of workflows that are not handled in Workday (Developer Worker Agreements, Documents Laserfiche Workflow Request for Outbound INT033 Manager Service,Etc.) Laserfiche/MCCI HCM Custom EIB/DTS Principal 100 CSLLC Active Personnel Other FileMaker Help Desk List Updates to CCUA Custom Outbound INT034 Help Desk HCM Custom EIB/DTS Principal 100 Client Export of employee safety incidents to a Employee Incident pgp encrypted CCUA Custom Report to Insurance file that is then Health and pushed via SFTP Safety to the insurance Outbound Analyst/ INT035 company PCGS HCM Custom EIB/DTS Consultant 100 Client Log training Time Training Provider Tracking Inbound hours to Vector Training Inbound INT036 employees Time Tracking Custom 0 CSLLC Personnel Data to Training Training Provider Vendor, Vector Training Outbound Automatic class Other creating for Outbound INT037 Onboarding Learning Custom EIB/DTS Principal 100 Client Log training Time Training Provider hours to PMA Tracking Inbound Inbound employees INT038 Time Tracking Custom 0 CSLLC Personnel Data to Training Training Provider Vendor, Outbound Automatic class PMA Other creating for Outbound INT039 Onboarding Learning Custom EIB/DTS Principal 0 Client Bulk meter data Inventory Sensus Meter Transactions for inventory Sensus Validation File Inbound Inbound INT040 system Financials Custom Studio Principal 120 CSLLC Formal Bid/Proposal Results and Bonfire Hub Inbound Setup to Bonfire Hub Projects with budget Budgets information and Inbound INT041 contacts Financials Custom Studio Principal 120 CSLLC This agreement is proprietary and confidential to Collaborative Solutions,LLC. 36 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 integration Integration Le ID# Integration Name Vendor Functional Area escriptio Data Type Tool Assign Owner Notes Synchronize and adjust physical access control Stanley Security systems with HR Stanley Security Outbound for card Identity replacement Management and access Outbound Analyst/ INT042 denial. HCM Custom EIB/DTS Consultant 60 CSLLC Credit Cards Virtual Card Payments Payments using Masked Outbound Single Use Cards PNC Bank Outbound to settle invoices Cloud INT043 Financials Connect CC Principal 60 CSLLC Credit Cards Credit Card—Truist Reconciliation of Masked Bank Inbound charges Truist Bank Inbound Cloud INT044 Financials Connect CC Principal 50 CSLLC FSA Or HSA Or Transit Or HSA and FSA Outbound Flex spending Health Equity Parking Outbound Cloud Analyst/ INT045 Benefits Connect CC Consultant 40 CSLLC Life Or Supplemental/Accident Supplemental ADandD Insurance Outbound Life Allstate Outbound Cloud Analyst/ INT046 Benefits Connect CC Consultant 40 CSLLC INT047 0 CSLLC eVerify Employee Identity Send Applicant Outbound (Emp 19)Outbound Data to eVerify eVerify Cloud Analyst/ INT048 HCM Connect CC Consultant 20 CSLLC Send Applicant Employment Background Check- Data from Absolute Screening Outbound background Background Outbound INT049 screener Recruiting Custom EIB/DTS Principal 90 Client Receive results Employment Background Check- from Absolute Screening Inbound background Background Inbound INT050 screener Recruiting Custom Studio Principal 80 CSLLC Other Indeed Recruitment Pushing Open Outbound Outbound Positions Indeed.com Cloud Analyst/ INT051 Recruiting Connect CC Consultant 50 CSLLC Retrieve Other Indeed Recruitment Inbound Inbound Interview Indeed.com Cloud Analyst/ INT052 Candidates Recruiting Connect CC Consultant 50 CSLLC Send new Other DMV Outbound employee/status Embark Outbound INT053 changes to DMV HCM Custom EIB/DTS Principal 80 CSLLC Demographic Employee Wellness Outbound EE wellness Wellright Demographics Cloud Analyst/ INT054 Benefits Connect CC Consultant 40 CSLLC Integration definitions: This agreement is proprietary and confidential to Collaborative Solutions, LLC. 37 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Integration Type Key: BIRT= Business Intelligence Reporting Tools CC= Cloud Connect EIB/DTS = Enterprise Interface Builder/Document Transformation Service Setup=Web Services or Integration system user setup Studio =Workday Studio Support= Hours allocated for assistance at the direction of the Client The interfaces/integrations required for this project include: Cloud Connect (CC)—CC provides Workday customers with the same level of support as they would receive in the core Workday application. Such Workday integrations are (i) part of the Workday hosted application Service and (ii) provided with ongoing support by Workday in accordance with Workday's then-current Support and Service Availability Policy. While Workday integrations are designed and developed as part of the subscription license, CSLLC anticipates some amount of time dedicated to configuring and testing the integrations during the implementation. Custom Integrations—Custom integrations are developed by CSLLC or Client using Workday's tools such as Report Writer, EIB, DTS, or Studio. to Reports The following report configuration is in Scope.Any hours identified for custom reporting support is inclusive of design discussions, requirements gathering and knowledge transfer. HCM Reporting Report Name/Configuration Area Description Organization Footprint HCM - Distribution Trends Modified version of the Global Footprint and Analysis ' standard report to provide headcount by _ location or hierarchy and job family group Growth Rate by Job Family HCM - Distribution Trends Standard report to provide headcount Group and Analysis growth by job family group by month configured for custom dashboard Headcount and Average YOS by HCM - Distribution Trends Standard report to provide headcount and Age Range and Analysis average years of service by age band and configured for custom dashboard Headcount by Management HCM - Distribution Trends Standard report to provide headcount by Level and Analysis management level and configured for custom dashboard Headcount Growth Analysis HCM - Distribution Trends Modified version of the Headcount and Analysis Growth Analysis standard report to �— provide headcount by month This agreement is proprietary and confidential to Collaborative Solutions,LLC. 38 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Report Name/Configuration I Area Description 1 I 1 Workforce Tenure—Monthly HCM Distribution Trends Modified version of the Workforce Tenure Trend and Analysis —Yearly Trend standard report to provide headcount by tenure groups and month Employee Population Trend by HCM - Diversity I Modified version of the Employee Gender Population Trend by Gender standard report to provide headcount by gender — I and month I Ethnicity/ Management Level HCM - Diversity Standard report to provide headcount by Analysis management level and ethnicity and ! configured for custom dashboard IMale/Female Distribution HCM - Diversity Standard report to provide headcount by gender and configured for custom dashboard I Male/Female Workforce Job HCM Diversity / Modified version of the Male/Female Family Workforce Majority by Country standard report to provide headcount by gender _ and job family Manager Composition by HCM - Diversity Standard report to provide manager Ethnicity and Years of headcount, distribution, compa-ratio, and Experience I years in position by tenure ethnicity and I configured for custom dashboard People Manager Proportions HCM - Diversity Standard report to provide manager headcount by gender and configured for _ custom dashboard Hires by Age Group Headcount I Standard report to provide hires count by Movement age group and configured for custom I dashboard Promotion Rate HCM - Headcount Standard report to provide promotion rate Movement by quarter and configured for custom idashboard !I Voluntary Terminations by HCM - Headcount Standard report to provide voluntary Management Level Movement termination counts by management level and configured for custom dashboard Quarterly Turnover Rates I HCM - Headcount I Standard report to provide voluntary, —I Movement involuntary, and total turnover rates by quarter and configured for custom dashboard Quarterly Turnover Rates by HCM - Headcount Standard report to provide voluntary, Organization Movement involuntary, and total turnover rates by supervisory organization and configured II for custom dashboard Employee Movement HCM - Headcount Standard report to provide hires,transfers, Movement and terminations and configured for custom dashboard I This agreement is proprietary and confidential to Collaborative Solutions,LLC. 39 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Report Name/Configuration Area Description Worker Proportion Trends HCM -Structured Dynamics Modified version of the Worker Proportion Trends standard report to provide headcount of managers and employees by month Manager Headcount by HCM -Structured Dynamics I Modified version of the Manager Management Level Headcount by Management Level standard report to provide headcount by management level and month Span of Control by Job Family HCM -Structured Dynamics Standard report to provide management Group ratios by job family and configured for custom dashboard Span of Control by Range of HCM -Structured Dynamics Standard report to provide manager span Direct Reports of control and configured for custom dashboard Span of Control by Month HCM -Structured Dynamics Modified version of the Span of Control by Year standard report to provide manager span of control by month _ Span of Control—Manager HCM -Structured Dynamics Standard report to provide direct report Outliers counts and configured for custom Idashboard _ Workforce Analysis Dashboard Custom Dashboard Configuration of a single custom dashboard to accommodate the reports listed above Age Band Definitions Configuration Configuration of age bands to provide grouping for worker reports Under and Including Age: twenty(20) Age Incremented by: ten (10) Over and Including Age:sixty(60) Trended Worker Configuration Configuration of Trended Worker settings and data generation Financial Reporting Report Name Area Description Data Audit- Funds Financial Accounting Listing of the funds in the tenant and the hierarchy structure for those funds. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 40 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Report Name Area Description Data Audit-Cost Centers Financial Accounting Listing of the cost centers in the tenant as well as the cost center manager assignments, hierarchy structure and related worktags established for those cost centers. Data Audit-Programs Financial Accounting Listing of the programs in the tenant and the hierarchy structure for those programs. Data Audit- Locations Financial Accounting Listing of all locations showing usage, type, hierarchy structure and address information. Data Audit-Grants Financial Accounting Listing of all grants in the tenant as well as the grant manager assignments, hierarchy structure and related worktags established for those grants. Data Audit- Revenue Financial Accounting Listing of all the revenue categories in the Categories tenant as well the hierarchy structure. Data Audit-Spend Categories Financial Accounting Listing of all the spend categories in the tenant as well as their usages and hierarchy structure. Find Projects Projects A custom copy of the Find Projects report that has additional data about the projects. Find Journal Lines with Financial Accounting A copy of the delivered Find Journal Lines Worktag Details report with the worktags broken out into their own columns for easier viewing and reporting. View Plan Lines Budget Report showing all budget lines entered with details about the plan, entry type, status and all worktag detail. Balance Sheet by Fund Financial Accounting Custom balance sheet report displaying ledger account balances by fund. Income Statement by Fund Financial Accounting Custom income statement displaying revenue and spend amounts by fund for the report period, current Year-To-Date ("YTD"), and prior YTD. Financial Budget vs Actuals by Budget/Financial Accounting This report is designed to show the Fund overall financial budgets by fund and is intended to be used by the central Budget staff for an overall picture to determine where they need to pay attention or drill into the details using other reports. This agreement is proprietary and confidential to Collaborative Solutions, LLC. 41 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Report Name Area _ Description Budget vs Actuals by Cost Budget/Financial Accounting This report is designed to show the Center overall budget of a fund by cost centers and is intended to be used primarily by the central Budget staff to look at the top cost center hierarchy and get an overall picture to determine where they need to pay attention or drill into the details using other reports. Budget vs Actuals for Cost Budget/Financial Accounting This report is designed to show the Center detailed budget vs actuals for one (1)cost center or a cost center hierarchy. If the user is looking for the details for just one (1) cost center, he/she can choose to repeat the columns by either Fund or Program and can then use the other parameters to limit the view further as appropriate. If the user would like to see the data for a cost center hierarchy, he/she can choose to repeat by Cost Center and can then use the other parameters to limit the view to particular funds, programs or other _ worktags as appropriate. Budget vs Actuals for Program Budget/Financial Accounting This report is designed to show the detailed budget vs actuals for one (1) program or a program hierarchy. If the user is looking at the details for one (1) program, he/she can choose to repeat the columns by either Fund or Cost Center and can then use the other parameters to limit the view further as appropriate. If the user would like to see the data for a program hierarchy, he/she can choose to repeat by Program and can then use the other parameters to limit the view to particular funds or cost centers as _ appropriate. Budget vs Actuals by Project Projects/Budget/Financial This report is designed to show a life to Accounting date overview of the budget and actuals for all projects within a hierarchy and is used primarily by users who are managing multiple projects within a project hierarchy or by the central Budget/Finance team to get an overview of all projects. From here, users can This agreement is proprietary and confidential to Collaborative Solutions,LLC. 42 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Report Name Area Description determine where they need to pay attention or drill into the details using other reports. Budget vs Actuals for Project Projects/Budget/Financial This report is designed to show the Accounting detailed life to date budget vs actuals for one (1) project at a time. Budget vs Actuals by Award Grants/Budget/Financial This report is designed to show a life to Accounting date overview of award budgets and is used primarily by the central Budget and Finance staff to look at the top grant hierarchy and get an overall picture of the award budgets. From here, users can determine where they need to pay attention or drill into the details using other reports. Budget vs Actuals by Grant Grants/Budget/Financial This report is designed to show the Accounting detailed life to date budget vs actuals for one (1)grant. Find Assets Assets Custom copy of the delivered Find Assets report that adds in relevant fields and reorders columns to be more practical. Time Off Liability with Financial Accounting Custom version of the Time Off Liability Worktags report that includes worktag detail for _ cost center,fund, etc. _ Payroll Accounting Details Financial Accounting A report that returns payroll GL entries by worker with worktag details. Project Remaining Budget for Budget Report for budget team to use when Rollover evaluating project budgets at the end of a fiscal year and determining the amount of budget to be rolled to the next fiscal year. Trial Balance with Worktags Financial Accounting Custom trial balance report used for Iexporting trial balance data to auditors or other programs. Cash Balance by Fund Financial Accounting A report detailing reportable cash balance by fund. This agreement is proprietary and confidential to Collaborative Solutions, LLC. 43 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Report Name Area Description Payroll Deductions Financial Accounting A report detailing the payroll liability amounts withheld from each payroll. Depreciation Expense by Assets/Financial Accounting Depreciation expense detailed by Function function for annual reporting purposes. Statement of Net Position Financial Accounting Government-wide statement for annual financial report. Statement of Activities Financial Accounting Government-wide statement for annual financial report. Schedule of Expenditures of Grants/Financial Accounting Designed to report award expenditures Federal Awards for annual financials. Up to three(3)formatted fund Financial Accounting Fund financial statements for annual financial statements for - annual report I financial report. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 44 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Appendix C—Sample Change Order Form Project Change Order This Change Order form is used for requesting, documenting, and approving changes to the Workday deployment or other applicable service offering, including, but not limited to, changes to the project's Scope, changes for a major configuration element, project timeline/schedule changes, integration specifications changes, addition of resources or any other deliverable change from the originally planned Workday deployment or applicable service offering. Summary Client: XYZ Client SOW/Project Name: Project ID#/Project Name as it exists in Workday Change Order#: CO1(adjust as appropriate) Project Manager(Client): Project Manager Name, XYZ Client Project Sponsor(Client): Project Sponsor Name,Title Engagement Manager Engagement Manager Name,Collaborative Solutions, LLC("CSLLC") (CSLLC): Acceptance Due Date: The date by which the Client will need this approved to avoid negative timeline impact. Change Type: Type of change. For example: integration change, request for additional functionality, change in SOW estimate based on design sessions, etc. (usually more applicable to Phase One(1)or Phase Two(2)projects.) Select one(1): Term Extension (zero(0) budget add) Term Extension (additional hours added) Change in Scope(additional hours added) Change in Scope(no addition hours added) Other(detail in request description) Impact Assessed by: List those assessing the impact. Normally the CSLLC EM, Functional or Integrations Consultant,and possibly someone on the Client side. Priority: High, Medium,or Low based on need for the change. Billing: Select one(1): Bill under current project Bill separately under current project Bill separately under new project Contract Line Type: Describe the billing basis. For example: Time& Materials, Fixed Fee Installment/Milestone, Prepaid,Subscription. For"Bill under current project,"the billing basis of this Change Order MUST match the applicable SOW's billing basis. Is new PO#required? Select one(1): This agreement is proprietary and confidential to Collaborative Solutions,LLC. 45 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 New PO#(insert PO#) PO#to be created after receiving countersigned documents No new PO#needed Request Description <<Describe the change and why it is needed. It is important to describe why this wasn't estimated correctly in the SOW or where the change occurred. For example: Adding a new integration for Aetna, COBRA, Qualifying Event. Original integration listed on the SOW addressed only Aetna PPO/HMO, did not specify COBRA.Additional forty(40)hours added to cover COBRA QE.» If this CO is for an extension, please include the number of hours and budget remaining on current project. Business Purpose / Reason for Change <<Describe the purpose/reason for change and be sure to explain the impact to NOT doing the change. For example: Client offers COBRA coverage for any employees eligible for a COBRA Qualifying Event;this was not included in the original SOW estimate. If Client does not approve this change Client will not be able to provide COBRA coverage.» t° Impact Assessment Project Activities Describe the additional work that needs to be done. For example: Create one(1) Affected: additional integration or three(3)new performance templates need to be configured, etc. Deliverables Describe deliverables affected. For example: Affected: One(1)additional interface file to be delivered to Aetna will be produced. Project Schedule Describe schedule impact, if any. For example: Impact: Architect& Configure stage will be extended by one(1)week to complete all integrations. Include the original end date and new end date, if extending the term of the SOW. Pricing Matrix The following is the Pricing Matrix: Role Rate Hours Cost Executive Strategy Manager r Senior Functional Architect(Consulting Director) Engagement Director(Portfolio Director) Engagement Manager Functional Architect Senior Principal Consultant Principal Consultant Consultant This agreement is proprietary and confidential to Collaborative Solutions,LLC. 46 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Analyst Total r«total» Payment Terms — If the Client is adding hours • Time&Materials SOW:This Change Order will be billed monthly on a Time and Materials("T&M") Basis based on actual usage at the rates set forth in the SOW and as identified in the Pricing Matrix above. • Prepay SOW:This Change Order will be invoiced upon execution by both Parties at the rates set forth in the SOW and as identified in the Pricing Matrix above. • SDE SOW:This Change Order will be invoiced upon execution by both Parties with a fixed fee amount of Assumptions • Describe any new Assumptions different from the SOW. For Example: • Client will provide the requirements for the new integration. • If not different from the SOW, add "All Assumptions from the SOW dated XX December XXXX apply to this Change Order", otherwise, if there are new Assumptions different from the SOW,list them here. to Authorization • • c% Client Authorization Signature Collaborative Solutions, I r AN, ® :ion S; riture O Name 0 Name T°''e Job Job Title CDPIDate Date This agreement is proprietary and confidential to Collaborative Solutions,LLC. 47 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Appendix D—Detailed Functionality As the project progresses,there will be a review of the overall Scope after Alignment sessions. If the intended Scope is outside of this SOW, a Change Order will be required which may affect overall cost (level of effort) and timeline. Workday Foundational elements such as dashboards, reporting, analytics, Business Process Framework, and employee self-service are built into every Workday module. Overall assumptions apply to all functions in Scope, unless otherwise stipulated: a. Modifiable Business Processes:Assumption of one (1)standard business process (no rule based)for those identified below with no more than twenty(20)steps. Up to one (1) parallel stage per process where applicable. Unused steps within a process will not apply to alternate business processes. Includes up to two (2) consolidated templates for applicable processes. Includes up to two (2) Staffing Field Default condition rules total. Client will leverage Workday system capabilities and change business practices where possible to keep system maintenance for complex exception-based scenarios to a minimum. CSLLC will adjust/update and configure a specific number of business processes by Function outlined in the Scope Table below.All other business processes will be delivered with CSLLC Delivered Configuration and will be the responsibility of the Client to update during end-to-end testing if needed. to b. Notifications: Up to five (5) notifications per business process. Unused notifications within a process will not apply to alternate business processes. c. Security:Workday delivered security groups will be used. Inactivated or unused security groups and Implementers will remain on domain security policy definitions to allow for ease of implementing other functionality in the future. Inactivated or unused security groups and Implementers will be removed from the business process security policy definitions to match design requirements identified. d. Custom Objects: Up to two(2) custom object per functional area in Scope with no more than five (5) custom field(s) per object. If custom lists are required, up to ten (10) items per list. Unused custom object(s) may not be applied to other areas. e. Guided Tours: Guided Tours are Out-of-Scope unless OC&T is in Scope and Guided Tours are explicitly identified in the Scope. f. Tenant Branding:Workday delivered tenant branding with up to one (1) condition rule and one (1) upload of images. Any changes to images uploaded will be completed by the Client through Knowledge Transfer. g. Dashboards: Workday delivered dashboards for the functional Scope below will be configured with Workday delivered reports unless custom reports are included in Scope in Appendix B. Includes configuration of up to three (3) announcements(s) per dashboard,where applicable. h. Translations:Translations conversion is not in Scope. i. Scheduled Reports&Alerts: Scheduled Reports,Task Alerts, and Business Process Alerts are not in Scope. General report-based alerts are defined within the Scope in Appendix B j. Setup Values:Values, including organizations, are assumed to be current values only (no historical loads) unless needed to support the data conversion Scope described in Appendix E. k. Documents: Documents are assumed to be attachments only. Generated Documents and/or Documents enabled for Adobe e-sign or Docusign are assumed Out-of-Scope.Templates do not include logos or any specialized formatting unless called out as a BIRT layout. This agreement is proprietary and confidential to Collaborative Solutions,LLC. 48 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 I. Request Framework: Request Framework are assumed Out-of-Scope. Function Functionality Scope In Scope Quantity to Configure (Y/N) HCM:Core Organization hierarchy structure per Y Two(2) organization type(supervisory, company,cost center,custom,and location hierarchy)(not including Organization Studio) Physical location(s)where workers Y perform job functions(not including Workspaces) Matrix Organization Tracking N Job Catalog with position-related Y attributes such as management hierarchy(not including skills and experience) Staffing Model used to manage Y One(1) headcount to Worker Profile for detailed worker Y I information tracking(not including Purging) Worker Document(s) Y Up to fifteen (15) document security segments with associated segment-based security groups Regulatory Reporting:Workday Y I delivered Compliance Reports Employee Contract(s) N Probation Period Tracking Y Up to four(4)probation period defaulting rule(s) Notice Period Tracking N Contingent Worker Tracking N Retiree Functionality N I Union(s) N Collective Bargaining agreement(s) N Additional (Multiple)Jobs N Position Budgeting N Onboarding Y Onboarding Setup Up to three(3) Template(s) This agreement is proprietary and confidential to Collaborative Solutions,LLC. 49 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) • Additional Worker Up to ten (10) Documents • Bulletin Worklets Up to three(3) Form 1-9 Tracking Y Basic HCM Asset Tracking N Reference Letter Template(s) N Safety Incident Tracking Y Committees Tracking(not including N meeting agendas,voting and external committee membership tracking) Basic Skills and Experience: Y Education, Certifications, External Job History, Languages Workday Assistant N to Workday Today N Custom Security Groups Y Up to two(2) (up to one(1) intersection security group) Custom Questionnaire(s) N Modifiable Business Processes Y 1. Hire Employees 2. Contract Contingent Worker 3. Onboarding 4. Onboarding Setup 5. Change Job 6. End Contingent Worker Contract 7. Create Position 8. Terminate Employee 9. Request Compensation Change 10. Up to two (2) additional configurable business processes Compensation:Core Compensation packages Y Up to one(1) Compensation grades tied to job Y Up to sixteen (16) Compensation profiles Grades and Grade Profiles Combined ICompensation grade steps N This agreement is proprietary and confidential to Collaborative Solutions,LLC. 50 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) 1 Compensation Plans(not including Y Up to ten (10) compensation plans Calculated Plans, Reimbursable total Allowance Plan functionality, Deferred Compensation or Compensation: Processing functionality unless otherwise called out in Scope) Severance Packages N Custom Total Rewards Template(s) N Wage Theft Prevention Template(s) N Compensation Survey Management N Survey(s) Custom Security Groups Y Up to one(1) (up to one(1) intersection security group) Benefits Benefit plans Y Up to twenty-four(24) (up to one (1) benefit rate type each) to Benefit credit(s)and/or surcharge(s) N Benefit group(s) Y Up to four(4) Benefit Job(s) N Dependents and beneficiaries Y tracking Benefit Enrollment Event(s) Y Up to ten (10) Benefit Events(Plus (including Passive Events) Conversion Events) Open Enrollment enablement for Y 2024 cycle, referencing existing or in Scope plans Enrollment Event Rule(s) Y Up to one(1) Evidence of Insurability(EOI) Y management(not including automation from third-party vendor) Workday delivered COBRA Eligibility Y Processing to third-party administrator Affordable Care Act("ACA") Y Measurement Period Tracking 1094/1095-C Reporting Y Medicare Tracking N This agreement is proprietary and confidential to Collaborative Solutions,LLC. 51 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Dependent verification functionality N through use of custom IDs Custom Security Groups N Modifiable Business Processes Y 1. Change Benefits for Life Events Review Process 2. Dependent Event 3. Change Benefits 4. Passive Even Recruiting Job Requisitions Y Evergreen(Pipeline)Job N Requisitions Confidential Job Requisitions N Internal career site(s) Y Up to one(1) External career site(s) Y Up to one(1) to Job posting template(s) Y Up to one(1) Referral program(s) N Application Questionnaires Y Up to two(2) questionnaires total with up to fifteen(15)questions total Background check package(s) N Non-Integrated Assessment Test(s) N Candidate self-scheduling N ena b le m ent(not including calendar set- up) I Outlook Office 365 or Google Y Calendar Scheduling Integration Masked Candidate Screening N Offer letter template(s) Y Up to one(1) (up to four(4) conditional text blocks per letter) Employment agreement N Template(s) Recruiting Agencies N L Additional Custom Notifications N Additional (Non Application) N Questionnaires This agreement is proprietary and confidential to Collaborative Solutions, LLC. 52 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Candidate Document templates Y Up to two(2) Custom Security Groups Y Up to two(2) (up to one(1) intersection security group) Modifiable Business Processes Y 1. Job Requisition 2. Offer Learning Management Extended Enterprise Enablement N Standalone Lesson Enablement Y Course Enablement Y Up to four(4)total equivalency rules, up to two(2)total expiration rules,up to two(2)content highlight rules Course/Program Costing/Pricing N Media Interaction(s) N Course Offering Enablement Y to Programs Enablement Y Campaigns Enablement Y Up to two(2) audiences with up to two(2) condition rules each Workday Content Cloud N Configuration Learning Security Segment(s)with Y Up to two(2) associated segment-based security group(s) Custom Security Groups N Modifiable Business Processes Y 1. Enroll In Content 2. Drop Learning Enrollment 3. Manage Course Absence Management Accruals Y Up to three(3) Time Offs Y Up to seven(7) Purchase or Sale of Time off(Paid Y Time Off(PTO),Annual Leave, Vacation?) Holiday Calendars Y One(1) This agreement is proprietary and confidential to Collaborative Solutions, LLC. 53 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Leave Types with an entitlement Y Up to three(3) Leave of Absence Validations Y Up to three(3) Leave Types without an entitlement Y Up to seven (7) Self-Administration of leave of Y absence Work schedule calendars with Y 1 Up to one(1) eligibility rules Work schedule calendars without N eligibility rules Leave segment security groups Y Up to two(2) Modifiable business processes Y Request Time Off Correct Time Off Request Leave of Absence Request Return from Leave of tO Absence g. Up to two (2)total process steps h. Up to two (2) notifications Absence Calendar No steps or notifications Time Tracking Time entry codes Y Up to eight(8) Time calculations Y Up to ten (10) Time entry validations Y Up to three(3) Time tracking templates Y Up to two(2) Configurable alerts, including Y Up to two(2) reports required to build necessary alerts Time Tracking aligned Period Y One(1) schedules Custom Security Groups Y Up to one(1) Intersection security group to support employee and manager self-service This agreement is proprietary and confidential to Collaborative Solutions,LLC. 54 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Modifiable business processes Y Enter Time a. Up to two (2)total process steps b. Up to two (2) notifications Reported Time Batch Event a. Up to one(1)total process step b. Up to two (2) notifications I Payroll Pay Groups Y two(2) Earning Codes Y Up to thirty-seven (37) Pay Components Deduction codes Y Up to forty(40) Pay Components Federal Identification Numbers Y Up to one(1) (FEIN) States/Provinces Y Up to one(1) to Local tax authorities Y Will configure all necessary locals to comply with state requirements Pay frequencies Y One(1) Payroll period schedules Y One(1) Configure payroll calculation rules Y Up to ten (10) Configure Workday on-cycle and on- Y Up to one(1) each demand paycheck template Configure payment elections Y Up to one(1) Payment Election Rule Garnishments I Y Bank depository and source bank 1 Y Up to one(1) accounts Configure pay slips Y Up to one(1) Establish payroll accounting to Y One(1) generate and review payroll accounting data Establish comparison rules and Y audit components Settlement rules Y Third-Party Payroll provider Y provides tax,garnishment,check, and deposit advices This agreement is proprietary and confidential to Collaborative Solutions,LLC. 55 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Configure retroactive payroll Y processing Configure FLSA calculations—using Y Standard forty(40) hour per week delivered Workday functionality processing only Custom Security Groups Y Up to one(1), (up to one(1) intersection security group) Retiree Payroll Processing N Modifiable Business Processes Y Up to three(3) configurable business processes Custom Payroll Calculations(Value Y Compare, Instance Set,Conditional, etc.)as needed to support CSLLC best practice configuration Payroll Standard Dashboards: Y Year End Payroll Compliance tO • Command Center Worker Costing Allocations Y Single Dimension Core Financial One(1)Currency(USD) Y Management,Accounting • Companies(legal entities) Y Up to two(2) companies organized and Finance in up to three(3)company • Cost centers y hierarchies Cost centers organized in up to two (2) independent hierarchy Custom organizations structures with up to four(4) Y hierarchy levels each Up to one(1)custom organization if needed with a hierarchy structure Locations Y Up to one hundred fifty(150) Business Asset and Ship-To Locations and up to three hundred (300) Inventory Locations organized in a hierarchy structure with up to four(4) levels of hierarchy Custom Security Groups Y Up to one(1) Financial Accounting FDM design and utilizing Workday Y worktags for analytics Account sets(parent-child Y One(1)parent child account set relationship) configuration This agreement is proprietary and confidential to Collaborative Solutions,LLC. 56 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Ledger account summaries Y One(1)ledger account summary structure with up to five(5) levels Configure standard/delivered Y Up to one(1) Posting Rule Set account posting rules Including spend and revenue categories and account posting rules for operational transactions Categories Y Revenue Categories with one (1) hierarchy structure containing up to four(4) levels Spend Categories with one(1) hierarchy structure containing up to fur(4) levels Custom worktags Y Up to one(1) Custom reports to support financial Y See table in Appendix B reporting for Generally Accepted to Accounting Principles (GAAP)and regulatory reporting requirements, Workday financial statements for external reporting,and internal management reports Allocations Y Up to ten (10) Fiscal schedule(Fiscal Year) Y Fiscal summary schedule(s) Y Custom validation(s) Y Up to fifty(50)custom validations Banking and Settlement Financial Institutions Y Up to Two (2) Financial Institutions Configure check printing Y Check printing configured for one modifications and electronic bank (1) Financial Institution integrations(type of electronic payments,wire payments and positive pay, unique by company) I Cash Position N I Bank reconciliation automation and Y All operational bank accounts at integrations one(1)financial institution Supplier settlement via check or Y Electronic payment automation and electronic payments integrations configured for one(1) Financial Institution Budgets Structures(Financial,Award, Y Parent-child structure set up for the Project) financial plan This agreement is proprietary and confidential to Collaborative Solutions,LLC. 57 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Position Budget Structure N Ledgers for encumbrances Y Budget checking for operational, Y project budgets Payroll Commitment Accounting N Supplier Accounts Suppliers including payment terms, Y attributes for payments and 1099 reporting Active header level purchasing Y contracts Supplier categories and groups Y Check or electronic payments for Y supplier settlement(s) Tax books,excluding actuals N Custom Security Groups N to Business Assets Depreciation Profiles Y Asset Books Y Procurement Punchouts Y Purchase order layout Y Workday Delivered Purchase Order Layout Receiving and matching Y Supplier Portal functionality Y Request for Quotation("RFQ") Y I processes Inventory Inventory Sites Y Up to three(3) I Inventory Stocking/Bin Locations Y Up to one thousand(1,000) Convert Item Master Y Up to one thousand (1,000)from two (2) source systems (Cartegraph, File maker) Inventory Fulfillment Y Inventory Replenishment Y Inventory Par Locations Y Up to one hundred(100) 1 . Expenses Worker expense preferences(e.g., Y Employee travel card) This agreement is proprietary and confidential to Collaborative Solutions, LLC. 58 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Expense policy security groups Y Up to two(2) Expense Policy Security Groups Expense items Y Configuration of up to fifty(50) Expense Items Expense item groups Y Business purposes Y Expense Payment Election rules Y Custom Security Groups N I Customer Accounts Customer attributes for billing and Y collection through aging reports and collection disputes Invoice layout(s) Y Up to one(1)Custom Customer Invoice Layout Statement layout(s) Y Up to One(1) Custom Security Groups N to Projects of medium complexity Project and Work 1 p y Management including: Project phases Y Project tasks y Project worker roles/talent pools Project groups Y Basic projects y Delivered Workday Capital project Y functionality Delivered Workday billable project N functionality Project hierarchies Y One(1)primary and one (1) optional project hierarchy structure with up to four(4) levels in each. Project templates(project, project Y plan, or a combination thereof) Custom Security Groups N Mobile Solutions Configure mobile-specific tenant Y settings Security to allow mobile access Y Access for iPhone,iPad,and Y Android This agreement is proprietary and confidential to Collaborative Solutions,LLC. 59 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Functionality Scope In Scope Quantity to Configure (Y/N) Employee Self-Service Employee Self-Service for all Y Workday functionality specified above Manager Self-Service Manager Self-Service for all Y Workday functionality specified above Adaptive Planning Function Functionality Scope In Scope Quantity to Configure (Y/N) Planning Ability to create annual plan Y One(1) Chart of Accounts structure across organization Ability to reforecast monthly One(1) Fiscal calendar across organization One(1) Currency for planning to Planning Models: Revenue Planning: Y Up to five (5)supporting schedules Driver-based revenue model to to build bottom up revenue plan support multiple revenue streams which will allow for direct data entry at revenue account and funding source 1 Total calculations not to exceed fifteen (15) Cost of Labor: y Up to five (5) Employee Types • Salary and hourly assumptions, planned down to the individual as well as merit increases employee/position • Merit increases to be evaluated Total calculations not to exceed against maximum pay scale for fifteen (15) the grade • Allocating positions across funds and organization (company and/or department) • Fringe Benefits and Tax Rates • Calculate total cost burden by employee/position Expense Planning: Y Up to one(1)one(1)expense Setup and configuration model to capture non-personnel related expenses Up to five (5)supporting schedules I to build bottom-up expense plan — This agreement is proprietary and confidential to Collaborative Solutions,LLC. 60 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Adaptive Planning Total calculations not to exceed fifteen (15) Fixed Assets: • Capital sheet will allow managers to plan for new assets and straight-line depreciation will be calculated based on in service date and useful life. • Forecasted depreciation expense for existing assets will be imported from Workday. Reporting: Y Maximum of five(5)Adaptive HyperText Markup Language (HTML) reports Knowledge Transfer/ • Adaptive Insight's Training implementation methodology involves knowledge transfer and testing during and after every model tO • End to end process knowledge transfer sessions will be conducted during the Deploy stage to train the trainer along with Client specific process documentation • Provide template for testing scenarios and training material Out-of-Scope: Balance Sheet and Cash Flow N Forecasting Third-party Integrations N I This agreement is proprietary and confidential to Collaborative Solutions,LLC. 61 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Appendix E—Data Conversion In Scope person population(s) which are active at time of the Go-Live conversion extract will be included in the conversion process. Clients' workers who were terminated in the current year based on the final extract date will be included in the data conversion to Workday to support rehires and reporting. Finance-related History Conversion Assumptions: Suppliers active in the two (2)years prior to Go-Live Customers active in the two (2)years prior to Go-Live Function Scope Human Capital Management Active Employees • Up two hundred fifty(250)Active Full-Service Equivalent(FSE) Employees or Contingent Workers Including Current Associated Personal Data and Current Job Record • Current data records and job details for all active employees using their current data record • Compensation—Current and Prior Year Compensation information only • Job and Compensation History-Unlimited "History from Previous System" tO • Attachment of Third-Party Documents out-of-Scope • No Transactional History Terminated Employees • Terminated workers who received payment in the current year(Using Worker Object) • Terminated workers will be converted to a Workday organization specified for terminated workers rather than the historical organization structure. • Only a terminated worker's data at time of termination (i.e., last data record) • Current and Prior year History loaded HCM Worker History from • Job and Position History:current and prior year active and terminated employees a Previous System Workday's position history • Compensation History:current and prior year active and terminated employees into Workday's compensation history Benefits • Current Benefit Elections • Medical History for Current Year for ACA Reporting • Dependents&Beneficiaries • Benefit Annual Rates • Worker Wellness and Tobacco Usage Absence Management • Time off Balance Conversion Included • Active Leaves for the previous twelve(12) Months(Balance as of Go-Live date, not daily balance conversion) • Time Off Event Conversions Excluded Time Tracking • Excluded from the Scope for Go-Live Recruiting • Up to fifty(50)Open Job Requisitions and Corresponding Open Positions This agreement is proprietary and confidential to Collaborative Solutions,LLC. 62 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 Function Scope • Prospect Conversion Excluded • Open Positions Not Associated with Job Requisitions Excluded • Active Candidate Data Conversion Excluded Succession Planning • Excluded from Scope Payroll • Payroll history conversion year-to-date wage and tax data (payroll) is in Scope • Withholding Orders Excluded,active orders will be completed manually by the Client • Tax Elections current employee tax elections • Worker Payment Elections • Single Dimension Costing Allocation Payroll Interface • Worker Payment Elections Learning • Out-of-Scope: Instructor Assignments • Out-of-Scope:standalone lessons • Out-of-Scope:Courses • Out-of-Scope:Course Offerings • Out-of-Scope: Programs • Out-of-Scope:Campaigns to • Out-of-Scope: Historical Records • Out-of-Scope: Historical Courses • Out-of-Scope: External Instructors&Learners Financial Management Financial • Single Summarized Journal for Each Company Per Period with a Maximum of One (1)Year Accounting Plus Current YTD-Prior Year Ending Balance • Company Base Currency Only • Transactional/Detailed Journals are out-of-Scope and will not be included Banking&Settlements • Beginning Balance • Unreconciled Open items Budgets • Prior and Current Year Budget Data Customer Accounts • Customers with Activity Within two (2)years Prior to Go-Live • Open Account Receivables Items Customer Contracts • The Remaining Balance of one hundred fifty(150)Active Customer Contracts and Open Fixed Fee Customer Contract Line Types Supplier Accounts • Up to five hundred (500)suppliers active in the past two(2)years • Supplier invoice history in current calendar year for 1099 reporting • Open supplier invoices are out-of-Scope Procurement • Open Approved Purchase Orders at time of Go-Live • Open Supplier contracts at time of Go-Live This agreement is proprietary and confidential to Collaborative Solutions,LLC. 63 Clay County Utility Authority,Florida and Collaborative Solutions,LLC Statement of Work February 27,2023 1 Function Scope • Receipts for Open Approved Purchases Orders at time of Go-Live • Open Requisition conversion is out-of-Scope • Open RFQs are out-of-Scope • Suppliers active in the two(2)years prior to Go-Live Inventory • Inventory Beginning Balances Business Assets • Active Capitalized Assets, Reconciled to Balance Sheet(Non-Work in Progress(WIP) related assets only) • Up to one thousand (1,000)Tracked Expensed Assets(No Cost) Expenses • Worker Payment Elections for Expense Payments Projects • Up to five hundred (500) projects active at the time of or one (1)year prior to Go-Live with attributes. Adaptive Planning • Import GL trial balance from Workday(up to one(1)year historical) (Workday Data • Import metadata from Workday(up to five(5) dimensions) Management) • Import personnel roster from Workday for existing and open positions • Configure User-Sync with Workday to This agreement is proprietary and confidential to Collaborative Solutions,LLC. 64 CCUA_State Local Gov Package SOW_Final 12 . 16.2022 (2) Final Audit Report 2022-12-22 Created: 2022-12-21 By: Cari Delgado(cdelgado@collaborativesolutions.com) Status: Signed Transaction ID: CBJCHBCAABAARGNGTZxv9gGCrw6yBh5Eg5ggXtWoWe1Y "CCUA_State Local Gov Package SOW_Final_12. 16.2022 (2)" History Document created by Can Delgado (cdelgado@collaborativesolutions.com) 2022-12-21 -4:41:25 PM GMT Document emailed to sguerra@collaborativesolutions.com for signature 2022-12-21 -4:42:25 PM GMT o Email viewed by sguerra@collaborativesolutions.com 2022-12-21 -6:25:12 PM GMT t Email viewed by sguerra@collaborativesolutions.com 2022-12-22-5:08:57 PM GMT ea Signer sguerra@collaborativesolutions.com entered name at signing as Susan Guerra 2022-12-22-5:09:10 PM GMT Document e-signed by Susan Guerra (sguerra@collaborativesolutions.com) 61736 Signature Date:2022-12-22-5:09:12 PM GMT-Time Source:server O Agreement completed. 2022-12-22-5:09:12 PM GMT COLLABORATIVE Powered by Adobe SOLUTIONS Acrobat Sign