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Home My WebLink AboutEDB- Master Subscription Agreement- Workday EXECUTIVE SUMMARY AGENDA ITEM: Proposed Enterprise Resource Platform (ERP) Main Subscription Agreement with Workday, Inc. (Workday) Date: January 12, 2023 BACKGROUND: ERP systems are business management software that allow an organization to leverage a suite of integrated applications to manage core business processes. ERP systems streamline and automate these business processes to create a leaner, more efficient organization through superior resource tracking, centralized database management, customizable reporting, and overall improved information systems capabilities. es Workday provides a cloud-based ERP software system for financial management, human capital a management (HCM), planning, project management, analytics, and business intelligence. Workdays ERP system will allow CCUA to streamline processes to align them with industry co .2 standards, automate manual processes, increase transparency, improve performance management E and operational decision making, and improve the overall customer experience. Staff has determined that Workday provides an ERP system that best meet the needs of CCUA. ce Staff and Workday reviewed and negotiated the attached Main Subscription Agreement and Scope of Work for the ERP services. BUDGET: This Agreement leverages the National Cooperative Purchasing Alliance ("NCPA") Contract No. 01-103. Workday will be paid a total of $1,923,090 over a five-year period. Staff budgeted $1,614,105 for this project in this year's operating budget and $1,400,000 in the capital budget. The subscription fee of$149,207 will be paid out of the capital budget. The capital portion of this project will need to be transferred from the Capital Improvement Program (CIP)Contingency. There was $1,400,000 budgeted for the ERP project in the capital budget this year which has been committed. The training and delivery assurance fees of$155,505 will be paid out of the operating budget this fiscal year. The remaining $1,618,378 will be budgeted in future fiscal years. //AW(Author) //AW,JW,KO,AB (Review) //JW//JDJ(Final) RECOMMENDATION: Staff respectfully recommends the Board of Supervisors approval of the Enterprise Resource Planning Main Subscription Agreement with Workday, Inc. ATTACHMENTS: Workday Main Subscription Agreement Conceptual Summary //AW(Author) //AW,JW,KO,AB (Review) //JW//JDJ(Final) workday„ 00379044.0-Confidential SIGNATURE DOCUMENT Documents Agreement Number Main Subscription Agreement(v22.8) MSA#: 00379044.0 Subscription Order Form Order Form #: 00378958.0 Training Order Form Order Form #: 00379185.0 Delivery Assurance Order Form #: 00379186.0 By executing this document("Signature Document"), the undersigned agree they are duly authorized signatories and all documents listed in the above table are entered into between the parties, effective as of the later of the dates beneath the parties' signatures below("Effective Date"). References to Signature Document and Effective Date in the Master Subscription Agreement mean those terms as defined in the preceding sentence. Clay County Utility Authority Workday, Inc. 3176 Old Jennings Road 6110 Stoneridge Mall Road, Middleburg, Florida 32068 Pleasanton, CA 94588 JaosAtiii- Kinnari Desai(Dec 19,202214:14 PST) Signature Signature to Kinnari Desai Name Name VP, Finance Title Title Dec 19,2022 Date Signed Date Signed Approved to as Legal Form by: ©2022 Workday v22.8 US Page 1 of 6 Clay County Utility Authority workday® Main Subscription Agreement 00379044.0-Confidential This Main Subscription Agreement ("MSA") is between Workday, Inc. product or service;or(5)copy any features,functions,integrations,interfaces ("Workday") a Delaware corporation with offices at 6110 Stoneridge Mall or graphics of the Service or Documentation. Notwithstanding item (5),the Road, Pleasanton, CA 94588 and the legal entity signing the Signature Customer may make a reasonable number of copies of the Documentation Document referencing the Agreement ("Customer"). This Agreement for internal business purposes only. leverages the National Cooperative Purchasing Alliance("NCPA:)Agreement in place between Workday and NCPA.The parties agree as follows: 4. Confidentiality.Each party(the"Recipient")shall use the same degree of care that it uses to protect its own confidential information of like kind(but 1. Provision of Service. Workday shall make the Service available to in no event using less than a reasonable standard of care)not to disclose or Customer for use by Customer,its Affiliates and Authorized Parties for whom use any Confidential Information of the other party(the"Discloser")except Customer enables access solely for the internal business purposes of as reasonably necessary to perform the Recipient's obligations or to exercise Customer and its Affiliates,subject to this Agreement,including the scope of the Recipient's rights under this Agreement or with the Discloser's prior use defined in the applicable Order Form, the SLA, the Data Processing written permission.For purposes of clarification,this Section 4 also applies to Exhibit,and the Security Exhibit.The Service is provided in U.S.English. Confidential Information either party or its Affiliates shares with the other party or its Affiliates related to potential future subscription services. In addition to 1.1 Invoices & Payment. All fees will be electronically invoiced to, and the foregoing, Customer understand and agrees that Workday shall be remitted from, the United States by Customer. In accordance with Florida permitted to disclose copies of this Agreement (including but not limited to Statutes,Section 218.70, Florida Prompt Payment Act,a"Proper"invoice is any applicable Order Forms)to NCPA pursuant to the audit and reporting defined as an invoice that conforms to all statutory requirements. All invoices requirements set forth in the NCPA Administration Agreement in place must include a valid purchase order number and details sufficient to identify between Workday and NCPA. Either party may disclose Confidential the services being invoiced. The time at which payment shall be due from Information on a need to know basis to its Affiliates,contractors and service Customer shall be forty-five (45)days from Customer's receipt of a Proper providers, including third party submission tools or online portal providers invoice, based on compliance with the statutory requirements set forth in required by the Discloser for proposal submissions("Representatives"),who Section 218.70 et al., Florida Statutes (or successor statutes). . Workday are bound by confidentiality obligations at least as restrictive as those in this shall email invoices to Customer within 2 business days of the date of the section. The Recipient shall be responsible for any acts or omission of its invoice. Customer shall provide Workday with complete and accurate billing Representatives with respect to protection of the Discloser's Confidential contact information including a valid email address.Upon Workday's request, Information.The parties agree that(1)the Recipient's or its Representatives' Customer shall make payments via electronic bank transfer. Except for a online portal terms conflicting with the terms of this Section 4 shall not be termination or refund in accordance with Section 6 (Warranties), Section 7 binding on the Discloser submitting its Confidential Information to the (Indemnification), or Section 9.1 (Termination), all Order Forms are non- Recipient through the Recipient's or its Representative's online portal,(2)this cancelable and all payments are non-refundable. Section 4 applies to all such Confidential Information disclosed to the 1.2 Suspension for Non-Payment.Except for fees subject to a reasonable Recipient through such online portals; and (3) this Agreement supersedes and good faith dispute, if a payment is more than 90 days past due and any such"click-through"or other online terms.To the extent required by Law, Workday has provided at least 30 days'written notice to Customer,Workday the Recipient's disclosure of the Discloser's Confidential Information will not may suspend the Service, without liability to Customer, until such amounts be considered a breach of this Agreement if the Recipient promptly provides are paid in full. Discloser with prior notice of such disclosure(to the extent legally permitted) and reasonable assistance,at the Discloser's cost,if the Discloser wishes to 1.3 Taxes. Customer is a tax exempt entity and shall not be subject to any contest the disclosure.The Discloser may seek injunctive relief to enjoin any taxes imposed by Workday. Customer will provide Workday with a valid tax breach or threatened breach of this section, it being acknowledged by the exemption certificate authorized by the appropriate taxing authority. parties that other remedies may be inadequate. 2. Customer Obligations.Customer shall have sole responsibility for the In accordance with Section 119.0701(3)(a), Florida Statutes (or successor accuracy, quality,and legality of all Customer Data, shall take commercially statutes), a request to inspect or copy public records relating to this reasonable efforts to prevent unauthorized access to,or use of,the Service, Agreement must be made directly to Customer. Customer remains the owner and shall notify Workday promptly of any unauthorized access or use. and controller of its Customer Data; Customer Data may include public Customer shall not: (1) use the Service in violation of Laws or the records. Customer's "possession" of Customer Data includes its ability to Documentation; (2)in connection with the Service, send or store infringing, copy and download such Customer Data through the Service. Workday does obscene, threatening, or otherwise unlawful or tortious material, including not,as part of the Service,restrict Customer's overall access to its Customer material that violates privacy rights; (3) knowingly send or store Malicious Data, but Customer has the ability to make such restrictions through the Code in connection with the Service; (4) knowingly interfere with or disrupt security settings of the Service which apply to an individual Authorized Party. performance of the Service or the data contained therein; or(5) attempt to Customer is responsible for ensuring that persons responsible for responding gain access to the Service or its related systems or networks in a manner not to public records requests have adequate security settings to access and set forth in the Documentation.Customer is responsible for its Affiliates and copy the Customer Data that is responsive to the requests. If Customer does Authorized Parties compliance with the Agreement and any breach by its not possess the requested records, Customer will immediately notify Affiliates or Authorized Parties will be deemed a breach by Customer. Workday of the request,and Workday must provide the records to Customer 3. As between Workday and Customer, Customer or allow the records to be inspected or copied within a reasonable time. If owns. all Proprietaryright,title and Rights.int As to its Customer Data.As between Customer, Workday receives from Customer a record request related to the Agreement Workday,and Workday's licensors,Workday or its licensors own all right,title and believes icatthe requested records are not ulic Customer'srecor then Workdayrecors and interest to the Service, Documentation, and other Workday Intellectual will communicate its Customer'sposition in writing toc el,and publictothe specificfc Property Rights. Except for the limited rights expressly granted to Customer custodian,with a copyh toodayb general counsel,position.sit cite to hereunder,Workday reserves all rights,title and interest in and to the Service statutory declaratorypreclaon that Workday believes justifies itcourt ra Workday may and Documentation, including all related Intellectual Property Rights. initiate a action in a Floridaotqualify circuit court for a determination Customer hereby grants Workday a royalty-free, worldwide, transferable, thehereeor the records requested do not ecor sa law.a public record oo whether records are exempt from the public records Workday's compliance sub-licensable, irrevocable, perpetual license to use or incorporate into its with applicable Florida public records law is a material obligation of this services any Customer Input. Workday will have no obligation to make Agreement and all related Order Forms. Customer Input an Improvement.Customer will have no obligation to provide Customer Input. The parties acknowledge that neither party can nor will provide legal advice modify,copy, or business advice to the other with respect to its obligations pursuant to this 3.1 Restrictions.Customer shall not (1) y or create derivative section related to Public Records. The parties further acknowledge that works based on,the Service or Documentation;(2)license,sublicense,sell, neither will rely on the other,nor on either party's General Counsel to provide resell, rent, lease, transfer, assign, distribute, time share, offer in a service such business or legal advice, and that both parties are advised to seek bureau, or otherwise make the Service or Documentation available to any professional advice with regard to public records. third party other than to Authorized Parties as permitted herein; (3)reverse engineer or decompile any portion of the Service or Documentation,including but not limited to, any software utilized by Workday in the provision of the Service and Documentation,except to the extent required by Law;(4)access the Service or Documentation in order to build any commercially available ©2022 Workday v22.8 US Page 2 of 6 Clay County Utility Authority workday Main Subscription Agreement 00379044.0-Confidential IF WORKDAY HAS QUESTIONS business operations in Cuba or Syria as defined in Section 287.135(1), Florida Statutes. In accordance with Section 287.135(3), Florida Statutes, REGARDING THE APPLICATION OF Customer shall have the option of terminating this Agreement if Workday is found to have submitted a false certification as provided under Section CHAPTER 119, FLORIDA STATUTES, TO 287.135(5), Florida Statutes, or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in WORKDAY S DUTY TO PROVIDE PUBLIC the Iran Petroleum Energy Sector List, or been engaged in business RECORDS RELATING TO THIS 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 CONTRACT, CONTACT THE CUSTODIAN defined in Section 287.135(1), Florida Statutes.Any such termination will be subject to Workday's ability to cure as set forth in Section 9.1 (Termination). OF PUBLIC RECORDS AT: Workday further represents and warrants that,as of the Effective Date of this Agreement and during the Term of this Agreement, it is 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 (904) 272-5999, Ivalentin@clayutility.org, 287.134(2)(Discriminatory Vendor List). 3176 OLD JENNINGS RD., 6.1 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS MIDDLEBURG FL 32068. AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING 5. Protection and Security of Customer Data. Workday maintains a ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A security program that conforms to the Workday Security Exhibit. Workday PARTICULAR PURPOSE. WORKDAY DOES NOT WARRANT THAT THE shall not materially decrease the protections provided by the controls set forth SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED in Workday's Security Exhibit and Audit Reports. Upon Customer's request, WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND Workday shall provide a copy of the Audit Reports.Customer Data shall only EXCLUSIVE WARRANTIES PROVIDED TO THE CUSTOMER. be used to provide the Service, to prevent or address service or technical 7. Indemnification. problems, verify Improvements, in accordance with the Agreement and the Documentation, or Customer's instructions. Personal Data will only be 7.1 Workday Indemnity. Workday shall defend Customer, at Workday's processed in accordance with the Data Processing Exhibit. expense, against any third-party Claim brought against Customer alleging 5.1 Unauthorized If either party becomes aware of a that the use of the Service as contemplated hereunder infringes that third Breach, that partye Disclosure.ct promptlyIfnotify the other party, unless as Securityiy party's Intellectual Property Rights and shall indemnify and hold Customer prohibited from doing so, within forty-eight hours or any shorter period harmless against any Losses arising from such third party Claim. Workday tO required by Law except that Customer is not required to notify Workday will have no liability for Claims or Losses to the extent they arise from: (1) unless Customer reasonably determines there is a threat to the Service. modification of the Service by anyone other than Workday; (2) use of the Additionally, each party shall reasonably assist the other party in mitigating Servicein a manner inconsistenthService with inthe combination Documentationthanyr in othery productolation o this r any potential damage.As soon as reasonably practicable after any Security se Agreement;or(3)iuse of the Workday. ustoeiswith edfrom using e Breach,Workday shall conduct a root cause analysis and,upon request,shall service notif provided by l li Customer enjoined fWo the share the results of its analysis and its remediation plan with Customer. Service or Workday obtain r for Customero believes the right it will be continue use the Servicey may, Unless prohibited by Law, each party shall provide the other party with ator itse sole option, tefr Serviceso that to continue infringing.of I f n f reasonable notice of and the opportunity to review and comment on the the foregoace ing modify then bl available v it is no longer Workday, If heneir paer y content of all public notices,filings,or press releases about a Security Breach may terminate optionse is reasonably Se bic sand Workday's to le thenb either ad peon that identify the other party by name prior to any such publication. the applicable Service and sole liability,in addition to the indemnification obligations in this section,will be to refund any prepaid 6. Warranties. Each party warrants that it has the authority to enter into Subscription Fees for the Service that was to be provided after the effective this Agreement and, in connection with its performance of this Agreement, date of termination. shall comply with all Laws. Workday warrants that during the Term of the 7.2 Customer Indemnity. To the extent not prohibited by law, Customer Agreement: (1) the Service will perform materially in accordance with the shall defend Workday, at Customer's expense, from any third-party Claim Documentation; (2) the functionality of the Service will not be materially against Workday alleging that the use of (1) Customer Data, or (2) data decreased;and(3)to the best of Workday's knowledge,the Service does not submitted by Customer, its Affiliates or its Authorized Parties pursuant to its contain, and Workday will not knowingly introduce, any Malicious Code. In use of the Service as contemplated under this Agreement, infringes or the event of a breach of the warranty set forth in(1),(2)or(3),Workday shall misappropriates such third-party's Intellectual Property Rights and Customer correct the non-conforming Service at no additional charge to Customer,and shall indemnify and hold Workday harmless against any Losses relating to in the event Workday is unable to correct such deficiencies after good-faith such Claim. efforts, Workday shall refund Customer amounts paid attributable to the defective Service from the date Workday received such notice. Customer shall use commercially reasonable efforts to notify Workday in writing no later 7.3 Conditions. The indemnitor's obligations in Sections 7.1 and 7.2 are than 30 days after identifying a deficiency, but Customer's failure to notify conditioned on the indemnitee: (1)promptly giving written notice of the third Workday within that period will not affect Customer's right to receive warranty party Claim to the indemnitor(although a delay of notice will not relieve the remedies unless Workday is impaired in its ability to correct the deficiency indemnitor of its obligations under this section except to the extent that the due to Customer's failure to notify. Notice of breaches of the warranty under indemnitor is prejudiced by such delay);(2)giving the indemnitor sole control item (1) must be made through Workday's then-current error reporting of the defense and settlement of the third party Claim (although indemnitor system;notices of breaches of any other warranty must be made in writing to may not settle any third party Claim unless it unconditionally releases Workday in accordance with the notice provisions of this MSA.The remedies indemnitee of all liability); and (3) providing to the indemnitor, at the set forth in this section will be Customer's exclusive remedy and Workday's indemnitor's cost, all reasonable assistance. Sections 7.1 through 7.3 state sole liability for breach of these warranties unless the breach of warranty each indemnitee's exclusive remedies and the indemnitor's sole obligations constitutes a material breach of the Agreement and Customer elects to related to the subject matter of these sections. terminate the Agreement in accordance with Section 9.1. In compliance with Section 287.135(5), Florida Statutes, Workday certifies that it is not 8. Limitation of Liability. participating in a boycott of Israel as defined in Section 287.135(1), Florida 8.1. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (1) Statutes;in not on the Scrutinized Companies with Activities in Sudan List or DAMAGES CAUSED BY GROSS NEGLIGENCE,WILLFUL MISCONDUCT, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector OR FRAUD, (2) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS List and referred to in Section 287.135(2),Florida Statutes;and does not have UNDER THIS AGREEMENT,(3) CUSTOMER'S PAYMENT OBLIGATIONS ©2022 Workday v22.8 US Page 3 of 6 Clay County Utility Authority workday Main Subscription Agreement 00379044.0-Confidential AND (4)WORKDAY'S REMEDIATION OBLIGATIONS IN SECTION 8.3, IN the Service(except as permitted under Sections 9.2 and 9.3)and Workday NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES' TOTAL Confidential Information. Upon termination by Customer pursuant to this AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS section, Workday shall refund Customer any prepaid Subscription Fees for AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, the affected Service that was to be provided after the effective date of EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT termination. Termination for any reason will not relieve Customer of the DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD FOR THE obligation to pay any Subscription Fees accrued or due and payable to SERVICE FROM WHICH THE CLAIM AROSE("GENERAL CAP"),EXCEPT Workday prior to the effective date of termination and termination for any THAT FOR BREACH OF EITHER PARTY'S CONFIDENTIALITY, reason other than for uncured material breach by Workday or as otherwise SECURITY, OR PRIVACY OBLIGATIONS, SUCH PARTY'S TOTAL stated in this Agreement will not relieve Customer of the obligation to pay all AGGREGATE LIABILITY WILL BE INCREASED TO FEES PAID OR future amounts due under all Order Forms. PAYABLE UNDER THE AGREEMENT DURING THE IMMEDIATELY PRECEDING 24-MONTH PERIOD FOR THE SERVICE FROM WHICH THE Fiscal Funding Termination. Customer will seek to obtain funding for each CLAIM AROSE("ENHANCED CAP"). fiscal year of an Order Form. When State or Federal funds are not appropriated or otherwise made available to support continuation of IN LIGHT OF CUSTOMER BEING A GOVERNMENTAL ENTITY, NOTHING performance in a subsequent fiscal period, Customer may terminate the IN THIS AGREEMENT SHALL BE DEEMED TO WAIVE THE SOVEREIGN impacted portion of an Order Form, in whole or in part. Customer will give IMMUNITY PROTECTIONS PROVIDED CUSTOMER PURSUANT TO Workday written notice thirty(30)days prior to the effective date of any such FLORIDA LAW. termination. All obligations of Customer to make payments after the 8.2 EXCLUSION OF DAMAGES. EXCEPT FOR EITHER PARTY'S termination date will cease and all Workday obligations to provide the Service INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT AND THE will terminate.tme Notwithstanding the sta the foregoing,a, Customer will pay for the o DIRECT DAMAGES IDENTIFIED IN SECTION 8.4, IN NO EVENT WILL entire period the Service was made available Customera prior EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST Workday's receipt of notice oterminationo for non-appropriation;erascev and (ivi)for. PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS all amounts and Serviceperiodse for whichdr CForm has rfunds d services. INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, Customerp shall not execute anyy Order Form unless funds have been CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, appropriated for at least the first year's subscription fee. WHETHER IN CONTRACT,TORT OR OTHERWISE,EVEN IF THE PARTY 9.2 Retrieval of Customer Data. Upon Customer's written request made OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF on or prior to expiration or termination of the Agreement (including any SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT Transition Period),Workday shall give Customer limited access to the Service APPLY TO THE EXTENT PROHIBITED BY LAW.CUSTOMER'S PAYMENT for a period of up to 60 days, at no additional cost, solely for purposes of OBLIGATIONS WILL NOT BE CONSIDERED WORKDAY'S LOST retrieving Customer Data ("Retrieval Period"). After such Retrieval Period PROFITS. and subject to Workday's legal obligations, Workday has no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, 8.3 Workday Remediation Obligations. If unauthorized disclosure of or delete Customer Data by deleting Customer's Tenant; provided, however, access to Personal Data is caused by Workday's breach of its security or that Workday will not be required to remove copies of the Customer Data from privacy obligations under this Agreement,Workday shall pay the reasonable its backup media and servers until such time as the backup copies are to and documented costs incurred by Customer in connection with the following scheduled to be deleted, provided further that in all cases Workday shall items:(1)costs of any required forensic investigation to determine the cause continue to protect the Customer Data in accordance with the Agreement. of the breach, (2) providing notification of the security breach to applicable Customer Data will be made available in a format mutually agreed upon government and relevant industry self-regulatory agencies, to the media (if between the parties(for example,CSV,delimited text or Microsoft Excel).For required by applicable Law) and to individuals whose Personal Data have clarity, during the Term, Customer may extract Customer Data using been disclosed or accessed ("Affected Individuals"), (3) providing a credit Workday's standard web services as described in the Documentation. monitoring service to Affected Individuals who elect to receive it for a period of one year after the date on which such individuals were notified of the 9.3 Transition Period Before Final Termination. If this Agreement is unauthorized disclosure or access,and(4)operating a call center to respond terminated and Customer submits a written request to Workday prior to any to questions from Affected Individuals for a period of one year after the date such termination for a one-time transition period,Workday shall continue to on which such individuals were notified of the unauthorized disclosure or provide the Service for up to 3 months after the effective date of such access. Notwithstanding the foregoing, or anything in the Agreement to the termination(the"Transition Period"). Monthly fees for the Transition Period contrary,Workday will have no responsibility to pay costs of remediation to will be 1/12 of the immediately preceding twelve-month period plus an the extent they are due to gross negligence, willful misconduct or fraud by additional five percent. If Customer requests transition assistance during the Customer or its employees,agents or contractors or Authorized Parties. Transition Period, Workday shall provide consulting cooperation and assistance regarding the Service as set forth in a statement of work,governed 8.4. Direct Damages. Subject to Section 8.1, and notwithstanding Section by a professional services agreement, at Workday's then-current rates for 8.2,if either party breaches its obligations under this Agreement,the following consulting services unless a different rate is mutually agreed upon by the will be considered direct damages: (1)amounts paid to affected third parties parties. Notwithstanding the foregoing, if Workday is enjoined from as damages or settlements arising from the breach;(2)amounts paid for fines performing, or termination of the Agreement was due to Customer's breach, and penalties imposed by any governmental authority arising from the Workday has no obligation to perform under this section unless it receives(1) breach; and (3) reasonable legal fees to defend against third-party Claims payment of all fees not subject to reasonable and good faith dispute, (2) arising from the breach. prepayment of fees for further services, and (3) certification of ongoing 9. Term. The term of the Agreement commences on and continues from compliance with the terms of this Agreement during the Transition Period. the Effective Date (as defined in the Signature Document) until all Order 9.4 Surviving Provisions. Sections 1.1, 3, 4, 5 and 5.1 (for so long as Forms have expired or otherwise been terminated,unless extended pursuant Workday retains Customer Data),6.1,7,8,9.2,9.3,9.4, 10(except 10.2 and to the written agreement of the parties("Term").Subscriptions to the Service 10.10),and 11 will survive any termination or expiration of this Agreement. commence on the date and are for the period set forth in the applicable Order Form. 10. General Provisions. 9.1 Termination. Either party may terminate the Agreement: (1) upon 30 10.1 Relationship of the Parties.The parties are independent contractors. days'prior written notice to the other party for a material breach by the other This Agreement does not create nor is it intended to create a partnership, party if such breach remains uncured at the expiration of such notice period; franchise, joint venture, agency, fiduciary or employment relationship or (2) immediately in the event the other party becomes the subject of a between the parties.There are no third-party beneficiaries to the Agreement. petition in bankruptcy or any other proceeding relating to insolvency, receivership,liquidation or assignment for the benefit of creditors. For clarity, 10.2 Insurance. Workday shall maintain, at its own expense, the types of a breach or termination of any PSA or SOW will not be considered a material insurance coverage specified below, on standard policy forms and with breach or termination of this Agreement. If the Agreement is terminated, all insurance companies with at least an A.M.Best Rating of A-VII at the time of Order Forms are simultaneously terminated and Customer shall, as of the policy inception. Upon Customer's written request,Workday shall provide a date of any termination,immediately cease accessing and otherwise utilizing certificate of insurance evidencing the following coverages: (1) Workers' Compensation insurance prescribed by applicable local law and Employers ©2022 Workday v22.8 US Page 4 of 6 Clay County Utility Authority workday Main Subscription Agreement 00379044.0-Confidential Liability insurance with limits not less than $1,000,000 per accident/per currently provide the Service for use in furtherance of a federal prime or employee; (2)Commercial General Liability insurance including Contractual subcontract. Liability Coverage,with coverage for products liability,completed operations, property damage and bodily injury,including death,with an aggregate limit of 10.10 Workday SLA Service Credits. If, in any rolling six-month period, no less than$2,000,000.This policy shall name Customer as an additional Workday fails to meet the monthly Service Availability or Service Response insured with respect to the provision of services provided under this commitments described in the SLA(a"Failure"),Customer may request the Agreement; and (3) Technology Professional Liability Errors & Omissions following remedies no later than six months after the applicable Failure policy (which includes Cyber Risk coverage and Computer Security and occurs: (1) a meeting to discuss possible corrective actions for the first Privacy Liability coverage) with a limit of no less than $10,000,000 per Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service occurrence and in the aggregate. Credit for a third Failure;and 4 a 30%Service Credit for a fourth Failure.In this Agreement, "Service Credit" means a credit equal to the stated 10.3 Notices. Unless expressly stated otherwise, all notices under this percentage of the applicable monthly Subscription Fee for the affected Agreement must be in writing and will be deemed to have been given upon: Service.Workday shall deduct the highest applicable Service Credit from the (1)personal delivery;and (2)the third business day after first class mailing. next invoice for Subscription Fees or,if there is no subsequent invoice,shall Notices to Workday must be sent to the address shown in the Signature refund the Service Credit to the Customer.The remedies in this section are Document addressed to the attention of its General Counsel with a copy sent the Customer's exclusive remedies for any Failure. by email to legal@workday.com. Notices to Customer must be sent to the address shown in the Signature Document addressed to Customer's 10.11 Miscellaneous. This Agreement constitutes the entire agreement signatory of this Agreement.Each party may modify its recipient of notices by between the parties with respect to the subject matter hereof. In the event of providing notice pursuant to this Agreement. a conflict, the provisions of an Order Form will take precedence over provisions of this MSA and over any other exhibit or attachment. Customer 10.4 Waiver and Cumulative Remedies. No failure or delay by either party acknowledges that it has had the opportunity to review all exhibits and in exercising any right under this Agreement will constitute a waiver of that attachments hereto. This Agreement supersedes all prior and right or any other right.Other than as expressly stated,the remedies provided contemporaneous agreements,proposals or representations,written or oral, in this Agreement are in addition to,and not exclusive of,any other remedies concerning its subject matter and is entered into without reliance on any of a party at law or in equity. promise or representation other than those expressly contained in this Agreement. No modification,amendment, or waiver of any provision of this 10.5 Force Majeure. Neither party will be liable for any failure or delay in Agreement will be effective unless in writing and signed by the party against performance under this Agreement caused by unforeseeable events beyond whom the modification, amendment or waiver is to be asserted. If any that party's control and where the failure or delay is through no fault of the provision of this Agreement is held by a court of competent jurisdiction to be affected party and could not have been reasonably avoided ("Force contrary to law,the provision will be modified by the court and interpreted so Majeure").Dates by which performance obligations are scheduled to be met as best to accomplish the objectives of the original provision to the fullest will be extended for a period equal to the time lost due to any delay so caused, extent permitted by law,and the remaining provisions of this Agreement will provided that notice of the Force Majeure event is given in writing within 15 remain in effect.Notwithstanding anything to the contrary in this Agreement, days after the Force Majeure event begins. Such notice shall identify the no terms or conditions in a Customer purchase order or in any other Customer nature of the Force Majeure event, its expected duration and the probable order documentation will be incorporated into or form any part of this impact on the performance of the affected party's obligations. Agreement, and all such terms or conditions will be null and void. This 10.6 Assignment. Neither party may assign any of its rights or obligations Agreement may be executed in counterparts and/or by electronic signatures. hereunder,whether by operation of law or otherwise,without the prior written Under Section 448.095, Florida Statutes,Workday is required to utilize the consent of the other party (which consent must not be unreasonably Department of Homeland Security's E-Verify system to verify the employment withheld). Notwithstanding the foregoing, either party may assign this of all new employees hired by Workday to perform services for Customer Agreement in its entirety (including all Order Forms) upon written notice pursuant to this Agreement or any Order Form entered pursuant to this without consent of the other party in connection with a merger, acquisition, Agreement. corporate reorganization,or sale of all or substantially all of its assets so long as the assignee agrees to be bound in writing by all of the terms of this Workday agrees to retain records relating to Workday's performance of its Agreement and all past due Subscription Fees are paid in full.Any attempt obligations under this Agreement as required by Law and to make those by a party to assign its rights or obligations under this Agreement other than records available during the Term of this Agreement but not more frequently as permitted by this section will be void. Subject to the foregoing, this than once per year for inspection and audit by Customer and/or the State of Agreement will bind and inure to the benefit of the parties, their respective Florida Auditor General Office. Customer shall provide Workday with successors and permitted assigns. reasonable notice prior to conducting such financial audit and the parties shall mutually agree upon the timing of such financial audit which shall be 10.7 Governing Law;Waiver of Jury Trial.This Agreement,and all Claims conducted in a manner that is not disruptive to Workday's business relating to or arising from this Agreement, are governed exclusively by laws operations.Customer will pay for all costs related to such audits.Such right of the State of Florida,without regard to its conflicts of laws rules.Each party shall not extend to or require on-site audits of Workday's operations or third- hereby waives any right to jury trial in connection with any action or litigation party hosting facilities,disclosure of any confidential information of any other in any way arising out of or related to this Agreement. Venue for any trial Workday customer, or Workday's payroll records or other financial records under this Agreement shall lie in Clay County,State of Florida. not related to Service fees invoiced to Customer. 10.8 Export.Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the 11. Definitions. Service.Without limiting the generality of the foregoing,Customer shall not make the Service available to any person or entity that:(1) is located in a "Affiliate"means any entity which directly or indirectly controls, is controlled country that is subject to a U.S.govemment embargo;(2)is listed on any U.S. by,or is under common control by either party. For purposes of the preceding government list of prohibited or restricted parties; or (3) is engaged in sentence,"control"means direct or indirect ownership or control of more than activities directly or indirectly related to proliferation of weapons of mass 50%of the voting interests of the subject entity. destruction. "Agreement" means this Main Subscription Agreement, including the SLA, 10.9 Federal Government End Use Provisions (if applicable). Workday Security Exhibit, Data Processing Exhibit, and any other exhibits, addenda, provides the pre-existing,commercial Service,including related software and or attachments hereto,and any fully executed Order Form. technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the "Audit Reports"means the most recently completed SOC1 and SOC2 audit technical data and rights as provided herein. If a government agency has a reports or comparable industry-standard successor report prepared by "need for" rights not conveyed under these terms, it must negotiate with Workday's independent third party auditor. Workday to determine whether there are acceptable terms for transferring "Authorized Parties"means Customer's or an Affiliate's Workers and third additional rights. A mutually acceptable addendum specifically conveying party providers who are authorized by Customer(1)in writing,(2)through the such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, Workday does not ©2022 Workday v22.8 US Page 5 of 6 Clay County Utility Authority workday® Main Subscription Agreement 00379044.0-Confidential Service's security designation, or (3) by system integration or other data "Malicious Code" means viruses, worms, time bombs, Trojan horses and exchange process to access Customer's Tenants or receive Customer Data. other malicious code,files,scripts,agents or programs. "Claim" means a claim,demand, lawsuit or other legal proceeding brought "Order Form" means the ordering documents under which Customer against a party to this Agreement. subscribes to the Service or other services which are fully executed pursuant to this Agreement. "Confidential Information" means (1)any software utilized by Workday in the provision of the Service and its respective source code; (2) Customer "Personal Data"has the definition set forth in the Data Processing Exhibit. Data; (3) each party's business or technical information, including but not limited to the Documentation, training materials, any information relating to "Production"means the Customer s use of or Workday's written verification software plans,designs,costs,prices and names,finances,marketing plans, of the availability of the Service (1)to administer Workers; (2) to generate business opportunities, personnel, research,development or know-how and data for Customer's books/records; or(3)in any decision support capacity. other significant and valuable business information that would otherwise be Production does not include sandbox,preview,or implementation Tenants. considered to be trade secrets under Law,that is designated by the disclosing "Security Breach" means (1) any actual or reasonably suspected party as"confidential"or"proprietary"or the receiving party knows or should unauthorized use of, loss of, access to or disclosure of, Customer Data; reasonably know is confidential or proprietary; and (4)the terms, conditions provided that an incidental disclosure of Customer Data to an Authorized and pricing of this Agreement(but not its existence or parties). Confidential Party or Workday, or incidental access to Customer Data by an Authorized Information does not include any information that, without the Recipient's Party or Workday,where no reasonable suspicion exists that such disclosure breach of an obligation owed to the Discloser: (1) is or becomes generally or access involves theft,or is fraudulent,criminal or malicious in nature,shall known to the public; (2) was known to Recipient prior to disclosure by not be considered a"Security Breach"for purposes of this definition, unless Discloser; (3)was independently developed by Recipient; or(4)is received such incidental disclosure or incidental access triggers a notification by Recipient from a third party. Customer Data will not be subject to the obligation under any Law; (2) any Personal Data Breach as defined in the exclusions set forth in this definition. DPE,and(3)any security breach(or substantially similar term)as defined by "Customer Data" means electronic data or information submitted to the Law affecting Customer Data. Service by Customer or Authorized Parties. "Security Exhibit" means the Universal Security Exhibit located at "Customer Input" means suggestions, enhancement requests, https://www.workday.com/en-us/legal/contract-terms-and- recommendations or other feedback provided by Customer, its Workers conditions/index/exhibits.html. and/or Authorized Parties relating to the operation or functionality of the "Service" means Workday's software-as-a-service applications and Service. Improvements as described in the Documentation and subscribed to under "Data Processing Exhibit"or"DPE"means the Universal Data Processing an Order Form. Exhibit located at https://www.workday.com/en-us/legal/contract-terms-and- "Signature Document"means the document signed by the parties which lists conditions/index/exhibits.html. all the terms and conditions forming part of this Agreement to which the "Documentation" means Workday's electronic Administrator Guide for the parties agree to be bound. Service,which may be updated by Workday from time to time. "SLA"means the Workday Production Support and Service Level Availability "Improvements" means all improvements, updates, enhancements, error Policy located at https://www.workday.com/en-us/legal/contract-terms-and- conrections, bug fixes, release notes, upgrades and changes to the Service conditions/index/exhibits.html,and which may be updated by Workday from and Documentation,as developed by Workday and made generally available time to time. No update will materially decrease Workday's responsibilities for Production use without a separate charge to Customers. under the SLA. "Intellectual Property Rights"means any and all common law,statutory and "Subscription Fees"means all amounts invoiced and payable by Customer other industrial property rights and intellectual property rights, including for the Service. copyrights, trademarks, trade secrets, patents and other proprietary rights "Tenant" means a unique instance of the Service, with a separate set of issued, honored or enforceable under any applicable laws anywhere in the Customer Data held by Workday in a logically separated database (i.e. a world,and all moral rights related thereto. database segregated through password-controlled access). "Law" means any local, state, national and/or foreign law, treaties, and/or "Worker" means employees, consultants, contingent workers, independent regulations applicable to the respective party. contractors, and retirees of Customer and its Affiliates whose business "Loss" means reasonable attorneys'fees and any damages or costs finally records are or may be managed by the Service and for whom a subscription awarded or entered into in settlement of a Claim. to the Service has been purchased in an Order Form. ©2022 Workday v22.8 US Page 6 of 6 Clay County Utility Authority workday 00378958.0-Confidential ORDER FORM 00378958.0 Customer Name Clay County Utility Authority Workday, Inc. Workday Entity 6110 Stoneridge Mall Road Pleasanton, CA 94588 MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates of the parties' signatures on the Signature Document Order Term January 20, 2023 through January 19, 2028 Currency USD Total Subscription Fee 1,821,750 Less One-Time Discount if (86,750) Signed by January 20, 2023 Net Total Subscription Fee 1,735,000 Tenant Base Name clayutility Payment Schedule Table Payment# Payment Due Date Payment Amount 1 Due in accordance with the MSA, invoiced upon Order Effective Date 149,207 2 Due on first anniversary of the Order Term start date 384,753 3 Due on second anniversary of the Order Term start date 392,444 4 Due on third anniversary of the Order Term start date 400,295 5 Due on fourth anniversary of the Order Term start date 408,301 Total Payment Amount 1,735,000 For the avoidance of doubt, the Payment Schedule Table will be used for invoicing purposes. to Subscription Fees Table Subscription Date Range Subscription Fee Period 1 January 20, 2023 through January 19, 2024 149,207 2 January 20, 2024 through January 19, 2025 384,753 3 January 20, 2025 through January 19, 2026 392,444 4 January 20, 2026 through January 19, 2027 400,295 5 January 20, 2027 through January 19, 2028 408,301 Total Subscription Fee 1,735,000 The Subscription Fees Table provides the Subscription Fees for each applicable Subscription Period. The Subscription Fee for Subscription Period 2 onwards includes a capped Innovation Index of 2.0% (as defined in the Additional Definitions Section below). During the initial Term, any increases due to CPI (also defined below) are waived. ©2022 Workday v22.11 Page 1 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential Subscription Rights Table SKU Service Pricing Metric Annual Subscription Rights CHCM I Core Human Capital Management FSE* Full Enterprise CCB Cloud Connect for Benefits FSE* Full Enterprise USP** Payroll for United States FSE* United States-based Employees only LRN Learning FSE* Full Enterprise MCNF Media Cloud - No Fee FSE* Full Enterprise REC Recruiting FSE* Full Enterprise FIN Core Financials FSE* Full Enterprise PLNF Financial Planning FSE* Full Enterprise PRJT Projects FSE* Full Enterprise TT Time Tracking FSE* Full Enterprise EXP Expenses FSE* Full Enterprise PRO Procurement FSE* Full Enterprise to INV Inventory FSE* Full Enterprise *For Pricing Metric details see the Full-Service Equivalent ("FSE") Count Table below. **Customer agrees that the number of FSE Workers for all Workday Payroll applications and CCTPP will always be equal to the total number of FSE Workers for HCM. Full-Service Equivalent ("FSE") Count Table FSE Population Category Baseline FSE Count Full Enterprise 200 United States-based employees 200 Named Support Contacts Table Number of Named Support Contacts* 6 *Named Support Contacts are the contacts that may request and receive support services from Workday and must be trained on the Workday product(s) for which they initiate support requests. Customer Contact Information Billing, In Care of Customer Support Subscriptions Contact Contact Name Cara Clark Ashley Taliaferro _ Karen Osborne Street Address 3176 Old Jennings Road 3176 Old Jennings Road 3176 Old Jennings Road City/Town, Middleburg Middleburg Middleburg State/Region/C Florida Florida Florida ounty, Zip/Post 32068 32068 32068 Code, Country United States United States United States Phone/Fax# (904) 213-2428 (904)213-2432 (904) 213-2475 Email accountspayable@clyautility.org ataliaferro@clayutility.org Kosborne@clayutility.org (required) ©2022 Workday v22.11 Page 2 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential For customers based in the U.S., certain portions of the Service included in this Order Form can be used with optional downloadable software components ("Downloadable Components"). Any applicable tax for Downloadable Components will be separately presented on the invoice based on a valuation attributed to the Downloadable Components. As of the effective date of this Order Form, there is no value attributed to any of the Downloadable Components. This Order Form is subject to and governed by the MSA. In the event of a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the attached Addendums and Exhibits. Any Service SKU described in this Order Form is a Covered Service under the Workday Universal DPE and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall be directed to Accounts.Receivable@workday.com. THE VALIDITY OF THIS ORDER FORM IS CONDITIONED ON WORKDAY RECEIVING A FULLY SIGNED COPY OF THIS ORDER FORM NO LATER THAN NOON PACIFIC TIME ON January 20 2023 ("Deadline"). Notwithstanding the foregoing, Workday reserves the right to accept an Order Form signed after the Deadline in Workday's sole discretion and will provide confirmation of its acceptance by adding its initials on the Order form after the Deadline if it deems fit. to ©2022 Workday v22.11 Page 3 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential ADDITIONAL ORDER FORM TERMS ADDENDUM 1. General. Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the MSA. The Total Subscription Fee is based on the maximum indicated in the Subscription Rights Table and any use in excess of such maximum(s) indicated will be subject to the Growth and Expansion section herein. Subscription Rights limits may not be decreased during the Order Term. 2. FSE Metric Calculation and Worker Category Definitions. The total FSE Count is calculated by categorizing each Worker to one of the Worker Categories below, multiplying the applicable number of Workers by the Applicable Percentage, and then adding the FSE Count for each Worker Category. FSE Calculation Table: Worker Category Total Workers Applicable FSE Count Percentage Full Time Employees 200 100.0% 200 Part-Time Employees 0 25.0% 0 Associates 0 12.5% 0 Former Workers with Access 0 2.5% 0 Total FSE Count: 200 200 The Service may be used by Customer only for the Worker Categories listed above and as defined below. "Full-Time Employee" is an employee of Customer regularly scheduled for more than twenty hours per week regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Full-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year. to "Part-Time Employee" is an employee of Customer regularly scheduled for twenty hours per week or less regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Part-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year. "Associate" is an individual not counted as a Full-Time or Part-Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non-employees including, but not limited to, volunteers and vendors whose Active Records are in the Service. "Former Worker with Access" is a former worker that continues to have access to the Service through the Employee Self-Service features. Former Workers with Access are only included in the Subscription Rights for the Human Capital Management Service. Former Workers with Static Records shall be excluded from the FSE calculation but may continue to be maintained in the Service. "Static Records" are records in the Service for workers with whom Customer has no further relationship and to whom Customer does not provide self-service access. Static Records include former worker records used solely for historical reference. All other worker records are"Active Records". ©2022 Workday v22.11 Page 4 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential 3. Growth and Expansion. A. Annual Reporting Obligation. Customer will report to subscriptions@workday.com no earlier than 90 days and no later than 60 days ("Annual Reporting Period") based on the number of Active FSE Worker Records and Additional Metrics provided below, as applicable, as of 90 days ("Count Date") prior to each anniversary of the Order Term start date. Customer agrees to pay fees for any excess Subscription Rights at the Expansion Rates described below to cover the period from the anniversary of the Order Term start date immediately following the Annual Reporting Period through the subsequent anniversary date (each a "Reporting Cycle"). Customer understands that an order form will be required to document any annual fees due pursuant to this section in its entirety. Such order form must be executed no later than 30 days prior to each anniversary of the Order Term start date until the Renewal (as defined below), at which time the Annual Reporting Obligation will be incorporated into the Renewal Term. a. FSE Metric Reporting. Reporting for Active FSE Worker Records is based on the additional FSE Workers which are defined as any Active FSE Worker records exceeding the Baseline FSE Count. FSE Expansion Table SKU Annual FSE Expansion Rate All Service SKU(s) with the FSE Pricing Metric in the 922.49 Subscription Rights Table unless stated otherwise within this table _ USP 67.90 B. Growth Event Reporting Obligation. In addition to the Annual Reporting Obligation, if Customer exceeds any Subscription Rights by 5% or more ("Growth Event") as a result of any one-time addition of Workers (e.g., M&A), Customer must report the excess to Subscription Rights to subscriptions@workday.com within 30 days of the Growth Event. Customer agrees to pay fees from the start date of the Growth Event through the subsequent anniversary date which will be documented under a separate order form. 4. Renewal. Customer may renew its subscription for the Service by notifying Workday prior to the end of the Order Term and Workday will generate a new Order Form for a single three-year renewal term ("Renewal Term") at the below pricing: Renewal Table Renewal Term Years Annual Renewal Subscription Fees 1st year of Renewal Term Base Subscription Fee x (1+ (5% Innovation Index+ Renewal Term CPI)) 2nd year of Renewal Term Previous Year Subscription Fee x(1+ (5% Innovation Index+ Renewal Term CPI)) 3rd year of Renewal Term Previous Year Subscription Fee x(1+ (5% Innovation Index + Renewal Term CPI)) The "Base Subscription Fee" means the Subscription Fee for the final Subscription Period listed in the Subscription Fees Table. If the final Period is a partial year, Base Subscription Fee is the annualized value of the final Annual Period Subscription Fee. The Expansion Rates for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fees per year in the Renewal Table. Fees for the Renewal Term are due by the first day of each corresponding year of the Renewal Term. Individual payments shall match the Annual Renewal Subscription Fee as defined in the Renewal Table above. If Customer wishes to procure any additional SKUs or Subscription Rights for a Renewal Term that are not included in the Base Subscription Fee, fees for those items will be in addition to the fees anticipated under this section. ©2022 Workday v22.11 Page 5 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential 5. Additional Definitions(as applicable). "CPI" means the consumer price index established by the United States Department of Labor for All Urban Consumers, US City Average, All Items (change in annual average). "Renewal Term CPI" means CPI established for the calendar year prior to the most recent February 1 preceding the Renewal Term, if a positive number. "Innovation Index" means the fixed annual rate of increase in Subscription Fees based on improved Service functionality and performance that is a result of Workday's efforts and investment in product development and infrastructure. to ©2022 Workday v22.11 Page 6 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM Customer may only use the Service SKUs subscribed to as indicated in the body of this Order Form. Service Description Core Human Capital Management Workday Core HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday Core HCM includes global human resources management (workforce lifecycle management, organization management, worker profile, compensation, business asset tracking, absence, and employee benefits administration). Workday Core HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioning (LDAP/Active Directory). Cloud Connect for Benefits Cloud Connect for Benefits extends Workday HCM by providing integration to a growing catalog of benefits providers, including: health insurance, health and flexible spending accounts, retirement savings plans, life insurance, AD&D insurance, and COBRA administrators. Payroll for United States Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for. Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments. to Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit. Learning Workday Learning supports an organization in training and developing its workforce. This includes the ability to manage, organize and deliver learning content using Media Cloud, and to leverage Workday HCM data to create targeted learning campaigns. A variety of learning content is supported - including but not limited to video, packaged third-party content, and user-generated content. Workday Learning also offers the ability to manage certifications and instructor-led course enrollments, and to gather feedback and analytics relating to the learning experience. Media Cloud - No Fee Workday Media Cloud is a media content management system that consists of Workday's storage, encoding, caching, playback, streaming, and related service components as provided by Workday for customers of the Workday Service. A variety of learning content is supported by Media Cloud, including but not limited to video, packaged third-party content, and user-generated content. Recruiting Workday Recruiting supports an organization in its talent acquisition process. It is designed to help hiring managers and recruiters identify, hire and onboard the right talent for their business. Workday Recruiting supports the hiring process, including pipeline management, requisition management,job posting distribution, interview management, offer management, as well as supports local data compliance and pre- employment activities. Workday Recruiting also offers hiring teams tools to proactively source, nurture and track internal and external prospective ©2022 Workday v22.11 Page 7 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential candidates throughout the recruiting process. Core Financials Core Financials provides traditional financial management and accounting functionality, including financial management, accounting and reporting, financial consolidation, supplier accounts, customer accounts, business assets, cash management, budgets, contracts, billing and revenue recognition. Core Financials includes connectors that facilitate integration to select Workday partners that provide capabilities, including customer relationship management, electronic payments and customer payments via credit card. Financial Planning Financial Planning provides the ability for Customer to create financial planning models for the purpose of supporting the financial planning process. Workers may interact with the financial planning model for the purposes of data entry, forecasting, reporting, and analysis. Projects Projects enables organizations to create and manage projects, initiatives, and other types of work. This includes the ability to build project plans and utilize project breakdown structures that include phases, tasks, and milestones as well as plan, staff, and track projects, capital projects, initiatives, and work efforts. Time Tracking Workday Time Tracking supports an organization in collecting, processing, and distributing time data for its global workforce. Workday Time Tracking module includes the following capabilities: basic time scheduling, time entry(hourly, time in/time out), approvals, configurable time calculation rules, and reporting. to Expenses Workday Expenses supports employee expense processing. Workday Expenses includes self-service and administrative functions to support employee expense reporting and reimbursement, including expense reports, global expense rules, approvals, reimbursement, credit card integration and spend analytics. Workday Expenses also includes connectors that facilitate integration to partners that provide capabilities, including corporate card transactions and support for'punchout'to suppliers. Procurement Workday Procurement includes procure to pay functionality to address spend for goods, contingent workers, and deliverable services. Manage suppliers, supplier contracts, requisitions, purchase and change orders, receipts, and goods and services sourcing. Maintain purchase items, catalogs, and a supplier portal. Track and analyze time, activity, and spend. Create receipt accruals for approved, but not yet invoiced receipts. Workday Procurement includes connectors that facilitate integration to partners that provide capabilities, including: corporate card transactions, and support for'punchout'to suppliers. Inventory Workday Inventory provides basic functionality for goods procured, stored, consumed and replenished within an organization. Workday Inventory includes the ability to define and place inventory in storage locations, count physical inventory and make necessary adjustments, value items in inventory, assign and manage different units of measure and replenish inventory using automatic re-order points. Workday Inventory is designed for tracking of internally used goods only and does not support use cases for external distribution (e.g., to customers or distributors). ©2022 Workday v22.11 Page 8 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential WORKDAY LEARNING ADDITIONAL TERMS AND CONDITIONS ADDENDUM 1. Permitted Scope of Use Customer may use Workday Learning only for the internal business purposes of Customer and its Affiliates for training and developing its internal workforce limited to its Employees or Workers having an Active Record in the HCM Service and that are included in the number of FSE Workers in a current Order Form. Learning includes unlimited storage for Media Cloud Content (defined in the Media Cloud Terms Addendum) for Customer's learning programs and unlimited bandwidth. All use of Media Cloud, both with Learning and with any other Service applications, is subject to the terms and conditions set forth in the Media Cloud Terms Addendum. 2. Course Content Workday Learning provides Customer with the opportunity to build and promote to its workforce customized learning programs, lessons, and campaigns created through use of the Workday Learning Service ("Courses"). Courses may include links to or otherwise incorporate Media Cloud Content. Customer is solely responsible for all content of Courses it creates in Workday Learning, including any related Media Cloud Content ("Course Content"). Customer must obtain and maintain all necessary rights, consents, permissions and licenses to transfer, convert, input or upload Course Content into Workday Learning and to publish, broadcast, and otherwise make any such Course Content available to its users. Customer is responsible for obtaining all applicable licenses and authorizations for streaming or displaying Course Content to its users in any and all locations from which Customer's users access the Workday Service. To the extent Customer is not the sole owner of any Course Content, Customer is solely responsible for complying with the content owner's applicable terms of use and all Laws applicable to use of such Course Content, both from where Course Content is accessed and where Course Content is displayed. Customer agrees to indemnify and hold harmless Workday, its service providers and to subcontractors, and its and their Affiliates, from any losses arising out of or relating to any third-party claim concerning Course Content or Customers' violation of the applicable Acceptable Use Policies (defined in the Media Cloud Terms Addendum). Customer grants Workday, its service providers and subcontractors, and its and their Affiliates, all right and licenses to access, publish and use Course Content for the purposes of providing the Learning Service and/or to comply with the Laws or requests of a governmental or regulatory body. v22.11 ©2022 Workday v22.11 Page 9 of 13 Order Form to MSA with Clay County Utility Authority w o r k d ay 00378958.0—Confidential WORKDAY MEDIA CLOUD ADDITIONAL TERMS AND CONDITIONS ADDENDUM These Workday Media Cloud Additional Terms and Conditions (the "Media Cloud Terms"), which are subject to and governed by the MSA except as otherwise set forth herein, apply exclusively to Media Cloud and Media Cloud Content. Capitalized terms, unless otherwise defined, have the same meaning as in the primary Service subscription agreement between Workday and Customer(the "MSA"). 1. Provision of Media Cloud. "Media Cloud" consists of Workday's storage, encoding, caching, playback, streaming, and related service components for Media Cloud Content as provided by Workday for customers of the Service. Media Cloud components are hosted or delivered by third party service providers as described on Workday's Subprocessor List at https://www.workday.com/en-us/legal/subprocessors.html (collectively, "Media Cloud Subprocessors"). Workday may change its Media Cloud Subprocessors or move portions of Media Cloud into a Workday hosted co-location data center. Workday shall provide prior notice of a change to any Media Cloud Subprocessor through its standard customer communication methods (i.e. Workday's Subprocessor List, Community posts, etc.). Workday is not required to escrow third-party source code that is used in providing Media Cloud. 2. Media Cloud Content. Media Cloud Content is Confidential Information subject to the MSA. "Media Cloud Content" means: (1) all video, audio, live stream and packaged e-learning content (such as SCORM, AICC, xAPI, CMI-5 or other formats) (referred to herein as "Packaged Media Content")either(A) uploaded by or for Customer to Media Cloud through any Service application including Workday Drive, (B) recorded or created by or for Customer within a Service application using any Media Cloud features, or (C) auto-generated by Media Cloud in connection with items (1)(A)or(1)(B); (2) any images, thumbnails, closed-captions, text transcripts, presentation slides, tracking data, annotations, to questions, responses, and other metadata related to any Media Cloud Content listed in Section 2, item (1); and (3) all content retrieved by Media Cloud from a third-party API that is either publicly available or for which Customer has obtained and provided valid credentials to the Service to import such content into Media Cloud. 3. Player for Packaged Media Content. Workday Media Cloud offers an optional "Player for Packaged Media Content". The Player for Packaged Media Content is not part of the Service and is not covered under Workday's existing audit reports, security exhibits, data processing terms, or the Workday Customer Audit Program. Workday shall provide support for the Player for Packaged Media Content consistent with Workday's standard support policy. Customer is licensed to use the Player for Packaged Media Content solely in support of Customer's use of the Learning Service. "Packaged Media Content User Interaction Data" means data relating to user interactions with Packaged Media Content, including but not limited to, start/stop course activity, quiz responses, and interactions with page elements. 4. Customer Rights and Obligations. Customer shall use Media Cloud only in connection with authorized use of the Service for the benefit of Customer, its Affiliates, and its Authorized Parties covered under a current subscription agreement. Customer shall use Media Cloud only in accordance with these Media Cloud Terms. Customer shall: (1) maintain all licenses, consents, rights, permits, and authorizations necessary for transferring, uploading, publishing, broadcasting, streaming and displaying Media Cloud Content in all locations from which Customer's or its Affiliate's users access the Service and for the public use of external sites as referenced above; (2) to the extent Customer is not the sole owner of any Media Cloud Content, comply with the content owner's applicable terms of use; (3) comply with, and ensure its Affiliates, Authorized Parties, and all of their users comply with, the Media Cloud AUPs; (4) comply with, and ensure its Affiliates, Authorized Parties, and all of their users comply with, all Laws applicable to use of Media Cloud Content, both from where Media Cloud Content is accessed and where Media Cloud Content is displayed; and (5) be responsible for the transfer of personal data or other sensitive data to Media Cloud. Customer acknowledges that Media Cloud is not intended for storage or transmission of sensitive personal data or credit card data. Customer shall not upload or transmit Protected ©2022 Workday v22.11 Page 10 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential Health Information as defined in 45 C.F.R. §160.103 ("PHI") in or to Media Cloud, and Customer shall indemnify and hold Workday, its service providers and subcontractors, and its and their Affiliates, harmless from any losses arising out of or relating to any third-party claim concerning Media Cloud Content or violation of the Media Cloud AUPs by Customer, its Affiliates, Authorized Parties, or its users. Customer acknowledges that content provided by Workday and third parties, as well as content catalog listing information, is not part of the Service, and Customer shall use such content in accordance with the content provider's terms of use and privacy policies. 5. Media Cloud AUPs. "Media Cloud AUPs" means Workday's Learning and Media Cloud AUP, which also incorporates by reference Acceptable Use Policies of each applicable Media Cloud Subprocessor. The current version of the Media Cloud AUPs can be found at https://community.workday.com/aup-learning and is subject to change at the discretion of Workday and each applicable Media Cloud Subprocessor at any time. Workday may suspend Customer's access to Media Cloud at any time if Workday or a Media Cloud Subprocessor reasonably believes Customer has violated, or intends to violate, the Media Cloud AUPs or these Media Cloud Terms. To the extent practicable, Workday will only suspend Customer's right to access or use the instances, data (including Media Cloud Content), or portions of Media Cloud that caused the suspension. Any such suspension will not be deemed a breach of the MSA by Workday. Customer shall cooperate with Workday and its Media Cloud Subprocessors in the investigation of any actual or alleged violation of the Media Cloud AUPs. 6. Ownership and Reservation of Rights. As between Workday and Customer, Customer retains all ownership in the Media Cloud Content uploaded to Media Cloud by any Authorized Party of Customer. Notwithstanding the foregoing, Workday or its suppliers retain all ownership in Media Cloud Content that it makes available for Customer use. Workday is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Customer. Workday and its suppliers retain all ownership in all components of Media Cloud. Customer is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Workday. to 7. Security. Workday shall comply with the Workday Universal Security Exhibit at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index/exhibits.html to protect Media Cloud Content against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. Media Cloud leverages a third-party Content Delivery Network ("CDN") to deliver Media Cloud Content to Customer end users. Currently, Media Cloud Content and Packaged Media Content User Interaction Data that traverses through the CDN uses Transport Layer Security (TLS). Media Cloud Content and Packaged Media Content User Interaction Data is not encrypted at rest when temporarily cached in the CDN. Packaged Media Content and other Media Cloud Content will not be considered Customer Data (or equivalent term in the MSA). 8. Data Processing Terms. All Personal Data (as defined in the Workday Universal DPE)will be processed in accordance with the Workday Universal Data Processing Exhibit at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index/exhibits.html (the "Workday Universal DPE"). 9. Support. Customer acknowledges that (1) Workday may provide support for Media Cloud from Canada and other Workday support locations, including access to Customer's Media Cloud Content in connection with such support and (2) to the extent Customer elects to use any third party tool or website to diagnose and troubleshoot any issues with Customer's Media Cloud Content or use of Media Cloud, even if recommended by Workday, Customer will be solely responsible and shall indemnify Workday its service providers and subcontractors, and their Affiliates, against all losses arising out of or relating to Customer's use of any such third party tool or website. 10. Media Cloud Term and Termination. Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendum is attached, unless earlier terminated as provided herein, these Media Cloud Terms shall commence on the Order Effective Date and continue through the end of the term of the MSA. Unless Customer has a subscription to use the Learning Service, then either party may terminate these Media Cloud Terms by providing formal written notice in accordance with the notice requirements in the MSA. As of the effective date of termination of these Media Cloud Terms: (1) Customer shall immediately cease accessing and otherwise utilizing Media Cloud; (2) Customer will no longer provide any Media Cloud Content; and (3) Workday ©2022 Workday v22.11 Page 11 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential will delete all of Customer's Media Cloud Content in a timely manner. Except for Customer's right to use Media Cloud, the provisions herein will survive any termination or expiration of these Media Cloud Terms. Customer acknowledges that Media Cloud Terms must be in place for Customer to use certain features of other Service applications, such as Learning. v22.3 to ©2022 Workday v22.11 Page 12 of 13 Order Form to MSA with Clay County Utility Authority workday 00378958.0—Confidential WORKDAY ADAPTIVE PLANNING ADDITIONAL TERMS AND CONDITIONS ADDENDUM These Additional Terms and Conditions ("Planning Terms") supplement and amend the MSA only for the Workday Adaptive Planning SKU(s) listed on this Order Form ("PLNSKU") and do not amend the terms of the MSA for other SKUs purchased by Customer under an Order Form. Unless otherwise defined, capitalized terms used in these Planning Terms have the same meaning as set forth in the MSA. 1. Documentation. The Documentation for PLNSKU (https://adaptiveplanning.doc.workday.com) applies in lieu of any other Workday Documentation. 2. Support. Support for PLNSKU is provided as set forth in the SLA for Planning (currently located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html). Unless otherwise stated in the Workday Service SKU Descriptions Addendum included in this Order Form, 24x7 Support (formerly "Premier Support")will apply. The Workday SLA does not apply to PLNSKU. 3. Planning Instances and Administrators. (a) PLNSKU uses Planning Instances for Customer Data rather than Customer's Tenant. A "Planning Instance" is a unique instance of the Service with a separate set of Customer Data held in a logically separated database (i.e. a database segregated through password-controlled access)that Customer may link to other Planning Instances. Following Customer retrieval of data, Workday shall, unless legally prohibited, delete all Customer Data by deleting Customer's Planning Instance consistent with the Tenant deletion terms in the MSA. (b) PLNSKU uses Administrators. "Administrators" mean those Authorized Party users who are designated by Customer to have administrative rights to Customer's account for the Service, whereby such users will be responsible for administering and controlling access to and use of the Service by other Authorized Parties. to 4. Universal Security Exhibit & Universal Data Processing Exhibit. Except as set forth herein, the Universal Security Exhibit and Universal Data Processing Exhibit (currently located at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index.html) shall govern PLNSKU. PLNSKU is a Covered Service under the Universal Security Exhibit and Universal Data Processing Exhibit. 5. Subprocessor List. "Subprocessor List" means the list (currently located at https://www.workday.com/en- us/legal/subprocessors.html) identifying the Subprocessors that are authorized to Process Personal Data for PLNSKU. 6. Audit Report. The audit report applicable to PLNSKU is the current Service Organization Controls 2 Type II audit report for Workday Adaptive Planning or successor third-party audit report ("Planning SOC2"). For PLNSKU, Workday maintains a security program that conforms to the Security Exhibit and is further described in the Planning SOC2. All background checks will be conducted pursuant to the Planning SOC2. PLNSKU has separate ISO 27001, ISO 27018, and ISO 27701 certifications that apply in lieu of Workday ISO certifications. 7. Protected Information. (a) Customer acknowledges that PLNSKU is designed with security and access management for processing non-Protected Information, and Customer agrees that neither Customer (nor its Affiliates or Authorized Parties) shall include Protected Information in its Customer Data. (b) "Protected Information" means, to the extent any of the following relates to an identified or identifiable natural person, (i) Protected Health Information as defined in the U.S. Health Insurance Portability and Accountability Act or other health information regulated under Data Protection Laws applicable to Customer; (ii) Cardholder Data, as described in the Payment Card Industry data security standards; or(iii) special categories of personal data regulated under Article 9 of the General Data Protection Regulation. v22.3 ©2022 Workday v22.11 Page 13 of 13 Order Form to MSA with Clay County Utility Authority workday Agreement#379185-Confidential ORDER FORM #379185 Customer Name Clay County Utility Authority Workday Entity Name Workday, Inc. 6110 Stoneridge Mall Road Pleasanton, CA 94588 MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates beneath the parties' signatures on the Signature Document Order Term January 20, 2023 through January 19, 2025 Currency USD Total Training Fees 139,090 Payment# Payment Due Date I Payment Amount 1 Due in accordance with the MSA, invoiced upon Order 106,505 Effective Date 2 Due on first anniversary of the Order Term start date 32,585 Total Payment Amount 139,090 Price Per Total SKU Training Offering Unit Quantity Term Training Fees AK Adoption Kit 5,085 1 2 10,170 Learn On-Demand— LODHCM10 HCM Library 10 Initial 5,000 1 2 10,000 Users Learn On-Demand— LODPAY10 Payroll/Absence/Time 5,000 1 2 10,000 Tracking Library 10 Initial Users Learn On-Demand— LODFIN10 Financials Library 10 5,000 1 2 10,000 Initial Users Page 1 of 5 Order Form(Training)-Clay County Utility Authority ©2022 Workday workday Agreement#379185-Confidential � I Price Per Total SKU Training Offering Unit Quantity Term Training Fees Learn On-Demand— LODTECH10 Cross-Application 5,000 1 2 10,000 Technology Library 10 Initial Users Learn On-Demand— Adaptive Planning - LODPLNTRN10 Administrator 7,500 1 2 15,000 Training Kit 10 Initial Users Total Training 65,170 Fees I— 1 SKU Training Offering Price Per Unit Quantity Total Training Fees TC Training Credits 660 112 73,920 (prepaid) Total (TC)Training 73,920 Fees to Customer Contact Information Billing, In Care of Contact Name Cara Clark Street Address 3176 Old Jennings Road City/Town, State/Province/Region Zip/Postal Code Middleburg, FL 32068 Country USA Phone/Fax# Phone: (904) 213-2428 Fax: Email (Required) accountspayable@clyautility.org This Order Form is valid and binding as of the later of the dates of the parties' signatures and is subject to and governed by the MSA and Addendum A attached hereto. This Order Form will control over the terms of the MSA to the extent they conflict with or are not covered by the MSA. All remittance advice and invoice inquiries can be directed to Accounts.Receivable@workday.com. Page 2 of 5 Order Form(Training)-Clay County Utility Authority ©2022 Workday w o r k d o y. Agreement#379185-Confidential ADDENDUM A ADDITIONAL ORDER FORM TERMS—TRAINING Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the referenced MSA. In the event of a conflict between the terms of this Order Form and the terms of the MSA, the terms of this Order Form shall prevail with respect to the terms hereof. 1.Training Terms. The Training Credits purchased under this Order Form may be utilized for any courses identified in Workday's training catalog (the "Training Catalog") as eligible to be purchased with training credits ("TC-eligible Courses") that start on or after the Order Effective Date and end on or before eighteen (18) months from the Order Effective Date. The manner of delivery of TC-Eligible Courses is set forth in the Training Catalog. The number of Training Credits required for an attendee to attend a specific TC-eligible Course are set forth in Workday's current training catalog. Each attendee must be registered to attend each course. If Custom elects to register for any training course(s) without an adequate prepaid Training Credit balance, the Workday list prices set forth in the Training Catalog will apply. Any Customer request for a cancellation of a course enrollment must be submitted as a Training Case via the Customer Center by the Customer Training Coordinator at least seven (7) calendar days prior to the scheduled course start date. Cancellation requests received less than seven (7) calendar days prior to the scheduled course start date will not be honored and the applicable Training Credits will be deducted from Customer's balance. 2. Training Credit Bulk Purchase Option. Under this Order Form, Workday's discounted bulk purchase rates will be applied to the cumulative number of Training Credits purchased during a rolling 12-month period provided Customer prepays for all such purchases. Discounted rates will not be applied retroactively for previously purchased Training Credits. If Customer elects to purchase training courses without using Training Credits, such purchases will not count toward the cumulative number of Training to Credits purchased for the purpose of bulk purchase rates. The following rates apply to the bulk purchases made within the 12-month period following the Order Effective Date: Prepaid Training Credits Acquired Rate Per Training Credit 0 - 10 USD $ 800 11 -25 USD $ 760 26-50 USD $ 735 51 -75 USD $ 710 76 - 100 USD $ 685 101 -249 USD $ 660 250+ USD $ 620 3. Dedicated Training Terms. Customer may request to schedule Workday instructor-led training offerings as a dedicated training course provided only to Customer's attendees ("Dedicated Training"). Dedicated Training is subject to Workday's availability and approval and the additional terms in this Section. The minimum and maximum number of students for any Dedicated Training is thirteen Page 3 of 5 Order Form(Training)-Clay County Utility Authority ©2022 Workday It- w o r k d o y. Agreement#379185-Confidential (13) minimum and twenty (20) maximum. Fees for Dedicated Training will equal the number of attendees multiplied by the applicable per-attendee student price or Training Credit value of the training course as set forth in the Training Catalog. If Customer does not use Training Credits purchased prior to the Dedicated Training start date, Workday will invoice Customer for the training fees following the training. If Customer and Workday expressly agree in writing to deliver the Dedicated Training at Customer's site, in addition to the applicable fees or Training Credits for the Dedicated Training, Customer will reimburse Workday for the reasonable and actual travel living expenses incurred by the instructor(s) following the Dedicated Training. Any Customer request to cancel a Dedicated Training received less than fourteen (14)full calendar days from the scheduled start of the course is subject to a cancellation fee of 50% of the price of the course for thirteen (13) attendees as well as reimbursement for any non-refundable travel expenses incurred by the instructor(s). 4. Learn On-Demand Terms. The first Learn On-Demand ("LOD") SKU of each Library purchased by Customer is for ten (10) Named Users. Each "5 Additional Users" SKU is for five (5)additional Named Users for the stated Library. A"Library" is a bundle of specific, related training concepts. A "Named User" is an employee or independent contractor of Customer for which Customer has provided Workday a valid name and e-mail address through the Workday Customer Center, thereby authorizing Workday to provide LOD access to such individual. Workday shall assign each Named User a password granting the Named User access to the applicable LOD library. Customer's Training Coordinator may update the list of Named Users from time to time. Each Named User may access all of the LOD content within the specified Library(ies)during the Order Term. 5.Adoption Kit Terms. (a) The Adoption Kit is just-in-time, customizable materials for common employee and manager tasks, in addition to a wide range of templates and assets to help customers successfully roll out Workday to across their organization. (b) During the Order Term, Workday hereby grants to Customer a non-exclusive, nontransferable license to use, copy, customize, and create derivative works of the Adoption Kit provided as part of this Order Form solely for the purpose of internally distributing the relevant Adoption Kit material to promote internal use of the Service by Customer's authorized end users in accordance with the MSA. Customer is solely responsible for the accuracy of any modifications or customizations of the Kit made by it. Workday reserves the right to add or remove content from individual Kit and add or remove entire Kit in the library. (c) Subject to Workday's underlying intellectual property rights in the Adoption Kits, the Service, and all other materials provided by Workday in connection herewith, Customer owns all right, title, and interest in and to the improvements and other materials that Customer is permitted hereunder to develop, make, or conceive, without the involvement or input of Workday personnel, that relate to the Adoption Kit ("Customer Improvements"). If Workday is involved in the input or development of a Customer Improvement, Workday owns all right, title, and interest in and to such Customer Improvement and Customer has a non-exclusive, royalty-free license to use such Customer Improvement solely for its internal business purposes.To the extent Customer discloses any portion of a Customer Improvement to Workday or others, except for any Customer Confidential Information included therein, Customer grants Workday a perpetual, irrevocable, non-exclusive, royalty-free license to use such Customer Improvement for any purpose whatsoever. In addition, Customer acknowledges that Workday may independently create and use material that is substantially similar to Customer Improvements. Customer shall reproduce all Workday proprietary rights notices and headings on any full or partial copies of Workday material provided as part of the Program, in the same manner in which such notices were set forth in the original. Workday reserves all rights not expressly granted hereunder, including all related Intellectual Property Rights. No rights are granted to Customer other than as expressly specified. Page 4 of 5 Order Form(Training)-Clay County Utility Authority ©2022 Workday workday. Agreement#379185-Confidential 6. Learn On-Demand Administrator Training Kit. A Learn On-Demand Administrator Training Kit is a bundle of training courses covering related training concepts. The Customer will have access to designate up to the specified number of "Named Users". A "Named User" is an employee or independent contractor of Customer for which Customer has provided Workday a valid name and e-mail address through the Workday Customer Center, thereby authorizing Workday to provide access to such individual. Workday shall assign each Named User a password granting the Named User access to the applicable content. Customer's Training Coordinator may update the list of Named Users from time to time. Each Named User may access all of the content within the specified Kit during the Order Term. 7. Miscellaneous Training Terms. Workday training is for use by Customer employees and independent contractors only and for purposes consistent with the MSA. In no event will Customer allow third parties to access or use Workday training or related materials, including, but not limited to, other existing or potential Workday customers or partners. Workday training courses may not be videotaped, recorded, downloaded or duplicated without Workday's prior written consent. Customer will pay for all training courses taken under Customer's account (included courses not timely cancelled). Workday may utilize external systems for learning management, enrollment, course tracking, and to facilitate testing. Customer understands that any such system is not part of the Workday Service, although Workday's confidentiality obligations shall apply. to Page 5 of 5 Order Form(Training)-Clay County Utility Authority ©2022 Workday workday Agreement#379186 -Confidential ORDER FORM #379186 DELIVERY ASSURANCE (FIXED FEE) Customer Name Clay County Utility Authority("Customer") Workday Entity Name Workday, Inc. 6110 Stoneridge Mall Rd., Pleasanton, CA 94588 ("Workday") MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates beneath the parties' signatures on the MSA Signature Document Order Term End Date September 29, 2024 Currency I USD Total Consulting Fees $49,000.00 Consulting Engagement Type Delivery Assurance Checkpoints Reviews Delivery Assurance Project Management Reviews to Customer Contact Billing Contact Information Contact Name Cara Clark Street Address 3176 Old Jennings Road City, State, Zip Code Middleburg, FL 32068 Country USA Phone (904)213-2428 Email (Required) accountspayble@clayutility.org J This agreement (along with the tables above and Addendum attached hereto, this"Document") is entered into as of the Order Effective Date listed above, and is subject to and governed by the primary Service subscription agreement (the "MSA") between the Workday customer listed above ("Customer") and the Workday entity listed above ("Workday"). In the event of a conflict between the terms of this Document and the terms of MSA, the terms of this Document shall prevail with respect to the subject matter hereof. All capitalized terms not otherwise defined herein shall have the same meaning as in MSA. This Document is only valid and binding on the parties when executed by both parties and is further subject to the additional terms in Addendum A attached hereto. Workday may extend the Order Term with respect to Workday's Delivery Assurance services without Customer's consent and at no additional cost to Customer,to the extent reasonably determined by Workday to be necessary or appropriate to perform the Delivery Assurance services. ©2022 Workday Order Form (Delivery Assurance) Page 1 of 4 workday Agreement#379186 -Confidential Consulting Services and Scope. This Document describes Workday's Delivery Assurance consulting services ("Delivery Assurance" or "DA") that Workday shall perform for Customer. Any service, deliverable, feature, or functionality not expressly identified in Addendum A is not in the scope of this Document. Fees and Payment. Workday will perform the Delivery Assurance on a fixed fee basis. The Total Consulting Fees as set forth above shall be invoiced upon execution of this Document.The fixed fee amount does not include related travel and expenses. Expenses shall be invoiced on a monthly basis as incurred. Invoices are due in accordance with the MSA. All remittance advice and invoice inquiries can be directed to AccountsReceivable@Workday.com. Termination. Unless terminated in accordance with this Section, this Document automatically terminates upon the earlier of: (i) completion of the Delivery Assurance services provided hereunder, or (ii) the termination of the MSA. Either party may terminate this Document for cause on the same terms as it may terminate the MSA for cause. Upon receipt of any notice of termination, Workday shall immediately cease performance of the Delivery Assurance services and Customer shall pay Workday within thirty (30) days after the date of termination for all Delivery Assurance services performed by Workday (included partially completed services) and travel and living expenses incurred up to the cessation of such services. Notwithstanding any other provision to the contrary, termination or breach of this Document hereunder by either party for any reason shall not terminate nor give that party the right to terminate the MSA or any Order Forms thereto. to ©2022 Workday Order Form (Delivery Assurance) Page 2 of 4 workday Agreement#379186 -Confidential ADDENDUM A ADDITIONAL TERMS—DELIVERY ASSURANCE 1. General As part of Workday's Delivery Assurance services, Workday shall validate that Customer's deployment of the Service, as performed by a Workday services partner ("Partner"), follows the Workday deployment methodology and configuration standards. 2. Description of Delivery Assurance Services 2.1 Checkpoint Reviews. Partner's consultant(s) and project manager responsible for Customer's deployment of the Service (collectively, the "Partner Deployment Team") shall review the configured application (and applicable integrations and reports developed by the Partner Deployment Team or Workday) and provide output from applicable tools to the Workday team using a method specified by the Workday team. 2.2 Project Management Reviews. (a) Plan Review. Workday shall review Partner's project planning documents drafted during the Plan stage and the cutover plans detailing Customer's transition to the Service to determine whether the defined scope, tasks, and timelines are reasonable and align to the Workday deployment methodology. (i) Workday's Project Initiation Checkpoint is a detailed review for adherence to the Workday deployment methodology, an achievable schedule, and appropriate resourcing based upon to scope and schedule. (ii) The Cutover Plan review is a detailed review of the cutover plan and associated activities. This review shall help confirm that all important areas have been addressed to support a successful cutover to production and roll out of Customer's deployment of the Service in Production. (b) Periodic check-in calls. Workday shall conduct scheduled calls with the Partner Deployment Team and Customer to discuss the overall state of the deployment and determine if the project is continuing to meet expected timelines and activities. (c) Deployment Readiness Reviews. Workday shall evaluate deployment/operational readiness at the end of each stage leveraging the Workday-delivered review template. (d)Steering Committee. Workday shall participate in Steering Committee meetings. (e)Other Activities. Workday shall participate in additional project-related activities, such as project status meetings, as needed. 3. Conditions 3.1 The parties understand and agree that the reviews and other services provided under this Document shall be performed 100%offsite, unless expressly agreed by the parties in writing.Any onsite work shall be pre-agreed to by both parties in writing. 3.2 Customer is responsible for the timely coordination of its internal resources and shall facilitate regular participation of the Workday team in regular Steering Committee meetings. If Customer's actions or responsibilities hereunder are delayed or impact Workday's ability to perform the services for any reason, ©2022 Workday Order Form (Delivery Assurance) Page 3 of 4 workday Agree ment#379186 -Confidential Customer understands and agrees that Workday may delay services, a Change Order may be required, and additional fees may be due. 3.3 The fees due under this Document are based on the deployment scope described in this Document and only cover work performed during the Order Term.Any changes to the scope may impact both the time required to complete the reviews and the total Fees. If Customer desires any changes to the scope, the additional work shall be subject to a separate agreement between the parties. This Document is non- cancelable and Fees are non-refundable. 3.4 Workday may use Workday certified subcontractors to perform some or all of the services performed hereunder. 3.5 Neither the SLA nor Service Credits apply to this Order Form. 4. Ownership The recommendations, ideas, techniques, know-how, designs, programs, development tools, processes, integrations, enhancements, reviews, guidance, and other technical information provided or developed by Workday in the course of performing the activities contemplated by this Document, or co-developed by the parties hereunder, including all Intellectual Property Rights pertaining thereto are Workday Intellectual Property Rights and Workday Confidential Information. Workday reserves all rights in the content and related Intellectual Property Rights not expressly granted to Customer herein. to 5. Warranty and Disclaimer This Document is for consulting services rather than the Service. Accordingly, the warranties and related remedies in the MSA regarding the Service are inapplicable. Instead, Workday warrants that it shall perform its obligations set forth in this Document in a professional and workmanlike manner. As Customer's exclusive remedy and Workday's sole liability for breach of the foregoing warranty, Workday shall correct deficiencies at no additional charge to Customer, provided Customer gives written notice to Workday which describes any deficiencies within thirty (30)days of the performance of the deficient services. In the event Workday is unable to correct the identified deficiencies after good-faith efforts and at a commercially reasonable cost, Workday shall refund Customer prorated amounts paid for the defective portion of the services provided under this Document. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS DOCUMENT. ©2022 Workday Order Form (Delivery Assurance) Page 4 of 4