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This SOW is proprietary and confidential to Collaborative Solutions, LLC.
1
Preparation Date: June 3, 2025
Statement of Work
Workday Deployment Services
Prepared For:
City of Chandler, Arizona
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
2
STATEMENT OF WORK
FOR
WORKDAY DEPLOYMENT SERVICES
This Statement of Work (“SOW”) is made effective on the 27th day of October 2025 (the “SOW
Effective Date”) by and between City of Chandler, Arizona (“Client”), having its principal place of
business at 175 South Arizona Avenue, Chandler, AZ 85225 and Collaborative Solutions, LLC, a
limited liability company (“CSLLC”), an Affiliate of Cognizant Worldwide Limited (“Cognizant”), having its
principal place of business at 300 Frank W Burr Boulevard, Suite 36, 6th Floor, Teaneck, NJ 07666 for
Services scheduled to begin on October 27, 2025 (“Start Date”) and expected to end on September 3,
2027.
This SOW, together with the Agreement, sets out the terms pursuant to which CSLLC will provide
certain Services, as further described below. This SOW is being entered into in connection with and
subject to the terms and conditions contained in the Master Services Agreement by and between
Cognizant and Client dated as of _______________________ (the “Agreement”). All capitalized terms
used herein that are not otherwise defined shall have the same meaning as ascribed to such terms in
the Agreement.
1.0
Scope of Work (“Scope”)
The Scope set out below describes the limits of the implementation/deployment in terms
of organization, functionality, data conversion, integrations, reports, change
management, and training which will be a part of the project.
1.1
Organization Scope
1.1.1 Person Population
Population Type
Count
Active Employees
Six thousand eight
hundred forty-nine
(6,849)
Contingent Workers
Active at time of Go-
Live
Terminated Workers
Active in current year
Retirees
Two thousand and
twenty-eight (2,028)
1.1.2 Language: English. All communication, documentation, data and Deliverables
will be in English.
1.1.3 Currency: United States Dollars (“USD”).
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
3
1.1.4
Security: Single sign-on and activation of Workday Factory delivered security
groups.
1.2
Functionality Scope
The following functional areas will be configured within the Workday application. Client
understands this project is being deployed using Launch deployment approach.
Reference table only – Workday Stock Keeping Units (“SKUs”) contracted for Client.
Core Human Capital Management - LDP
LDPHCM
Help - LDP
LDPHLP
Journeys - LDP
LDPJRNY
Cloud Connect for Benefits - LDP
LDPCCB
Benefits - LDP
LDPBEN
Payroll for United States - LDP
LDPUSP
Media Cloud - No Fee
MCNF
Messaging - LDP
LDPMSG
Grants Management - LDP
LDPGM
Core Financials - LDP
LDPFIN
Workforce Planning - LDP
LDPPLNW
People Analytics - LDP
LDPPPLA
Prism Analytics Essentials - LDP
LDPPRA
Projects - LDP
LDPPRJT
Time Tracking - LDP
LDPTT
Absence Management - LDP
LDPAM
Scheduling - LDP
LDPSC
Expenses - LDP
LDPEXP
Procurement - LDP
LDPPRO
Inventory - LDP
LDPINV
Strategic Sourcing Expert - LDP
LDPSRCEXP
Contract Lifecycle Management - LDP
LDPCLM
Extend Essentials
XTND
Workday Success Plan
WSP
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
4
The following functional areas will be configured within the Workday application.
Functional Area
Location Scope
HUMAN CAPITAL MANAGEMENT (“HCM”)
HCM: Core, including Core Compensation &
Messaging
United States of America
Benefits (including Cloud Connect for Benefits)
United States of America
Absence Management
United States of America
Time Tracking
United States of America
Payroll
United States of America
Scheduling
United States of America
People Experience (Help & Journeys)
United States of America
People Analytics
United States of America
FINANCIALS (“FIN”)
Core Financial Management, Accounting, and
Finance
United States of America
Financial Accounting
United States of America
Banking and Settlement
United States of America
Revenue Management
United States of America
Supplier Accounts
United States of America
Procurement
United States of America
Capital Assets
United States of America
Expenses
United States of America
Grants
United States of America
Budgets
United States of America
Projects
United States of America
Workforce Planning (Adaptive Insights)
United States of America
Inventory
United States of America
Strategic Sourcing
United States of America
Contract Lifecycle Management
United States of America
CROSS-FUNCTIONAL
Prism
United States of America
Extend
United States of America
Mobile Solutions
United States of America
Employee Self-Service
United States of America
Manager Self-Service
United States of America
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
5
Configuration of the functional areas above will be limited to the functionality Scope
contained in Appendix D of this SOW.
1.3
Data Conversion Scope
CSLLC will leverage Workday’s Launch Deployment approach methodology and
process to support Client’s data conversion where applicable for the duration of the
engagement.
•
Client's project team will provide a single data file to Workday/CSLLC for each
template regardless of the number of legacy systems.
•
Client is responsible for data validation and mapping requirements for all data.
Client will provide all translation values and mapping to Workday/CSLLC within
the design configuration workbooks.
•
Client is responsible for updating, testing and maintaining delivered data
extraction scripts/accelerators to accommodate Client’s specific configuration or
design.
•
The CSLLC consultant project team will then load the provided information
directly into the Workday tenant using Workday’s web services. As data
conversion is an iterative process, Client will be responsible for all data cleanup
identified during the process and is responsible for supporting multiple data
extracts from the legacy systems.
Three (3) data load cycles are included in the Scope of this SOW. Data from Client's
current Production system(s) will be converted into Workday during each of the
conversion cycles without data scrambling or masking. Data scrambling or masking
is not included in the Scope of this SOW. The data load cycles for this SOW include:
•
Foundation tenant
•
End-to-End Testing tenant
o Copy of the End-to-End tenant will be used for payroll Parallel Testing
•
Gold/Pre-Production tenant in preparation for Move-to-Production
The data conversion Scope is further detailed in Appendix D.
1.4
Interfaces/Integrations Scope
The integrations listed in Appendix B are included in the Scope of the project.
Integrations that are critical for Go-Live have been assigned to CSLLC. Below is a
summary of the integration counts.
Integrations
Owner
Cloud
Connect
Enterprise Interface
Builder/Document
Transformation Service
Workday
Studio
Other
CSLLC
Twenty-two
(22)
Fourteen (14)
Twenty-two
(22)
Eight (8)
Client
Zero (0)
Eighteen (18)
Zero (0)
Zero (0)
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
6
1.5
Report Scope
All Workday delivered standard reports associated with the Scope listed in Section 1.2
are included in the Scope of the project. If CSLLC has included a set number of hours of
assistance for additional custom reporting support and training as part of CSLLC's
estimate, it will be identified in the Pricing section of this SOW.
Any specific custom reports listed in Appendix B are included in the Scope of the project.
1.6
Advisory Services Scope
As they relate to the applications, areas, and events specified in Sections 1.1 and 1.2
above, CSLLC will complete Strategy and Organizational Change & Training (“OC&T”)
Services. Specific Services and tasks to be performed by CSLLC and Client are detailed
in Section 2.0 below. All Strategy and OC&T activities, communication, materials, and
Deliverables will be conducted and/or produced in English.
1.7
Out-of-Scope
The following application components are out-of-Scope for this project:
o Advanced compensation
o Peakon – Employee Voice
o Accounting center
o Endowments
2.0
Services and Responsibilities
This section identifies the Services to be performed by CSLLC and the responsibilities of Client.
Stage
CSLLC Services
Client Responsibilities
Strategy
• Assemble the CSLLC project team for
Strategy stage
• Conduct Strategy planning sessions
• Jointly schedule Strategy workshops
and provide status reporting
• Participate in weekly project meetings
• Conduct Strategy map workshops and
deliver outputs
• Conduct project governance and
decision-making model workshops and
deliver outputs
• Conduct foundation data readiness
workshops and deliver outputs
• Assemble the Client project team for
Strategy stage
• Attend weekly project meetings
• Jointly schedule Strategy workshops
• Provide current state documentation
as requested and available
• Participate in Strategy workshops
• Complete recommended action items
resulting from workshops
• Provide input into the executive
readout
• Sign off on stage
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
7
Stage
CSLLC Services
Client Responsibilities
• Conduct data conversion readiness
workshop and deliver outputs
• Conduct Workday technology and
enterprise architecture readiness
workshop(s) and deliver outputs
• Conduct service delivery model –
production governance workshops and
deliver outputs
• Document actions and decisions in the
Risks, Actions, Issues, and Decisions
(RAID) log
• Transition knowledge and Deliverables
to implementation team for ongoing
use
• Create executive summary with
findings and recommendations and
conduct readout session
• Provide stage sign-off document
Plan
• Assemble the CSLLC project team and
introduce to Client counterpart
• Review Launch approach, Scope, and
integration discovery document with
Client
• Schedule recurring project meetings
and status reporting
• Jointly schedule planning sessions
• Establish a regular cadence of
meetings including attending the
monthly steering committee meetings
• Create the integration tracker
(dashboard)
• Conduct project planning sessions
• Create the project plan
• Conduct catalyst workshops
• Provide data conversion and
configuration workbooks
• Assist with questions regarding
mapping of data to Workday data
model
• Conduct Foundation Data Model
(“FDM”) sessions
• Jointly schedule alignment workshops
(SMEs planning for design)
• Jointly create the executive
presentation for project kickoff meeting
• Receive Foundation tenant from
Workday
• Identify and provide project team and
project Subject Matter Experts
(“SMEs”)
• Identify stakeholders, sponsors, and
system administrators
• Establish and attend monthly steering
committee meetings including the
CSLLC Engagement Manager
(“CSLLC EM”)
• Participate in planning sessions
• Provide input into the project plan
• Provide integration requirements and
existing sample files
• Notify third-party vendors for
integrations and obtain consensus to
the Timeline (as defined herein)
• Provide third-party vendor contact
information and confirm third-party
vendors agree to the Timeline
• Develop data conversion strategy and
plan
• Complete data gathering and
configuration workbooks and submit to
CSLLC’s secure transfer site
• Identify initial risks and
recommendations to reduce risk
• Initiate process of receiving
requirements to third-party vendors
• Receive integration requirements from
third-party vendors
• Confirm Client named support contact
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
8
Stage
CSLLC Services
Client Responsibilities
• Participate and support the project
kickoff meeting
• Work with Client to set up CSLLC’s
secure transfer site for sharing
confidential/private employee data
• Load Client data for Foundation tenant
• Schedule and conduct project initiation
checkpoint Workday Delivery
Assurance review
• Provide stage sign-off document
• Develop training plan for project
resources
• Identify key resources to complete
Workday training
• Complete Workday training including
workbook, integration and functional
training
• Jointly create the executive
presentation for project kickoff
meeting
• Lead project kickoff meeting
• Provide plan and policy documents
• Work with CSLLC to set up CSLLC’s
secure transfer site for sharing
confidential/private employee data
• Provide required data for build of
Foundation tenant and submit to
CSLLC‘s secure transfer site
• Jointly schedule alignment workshops
(SMEs planning for design)
• Sign off on stage
Architect &
Configure
• Manage the project plan
• Participate in weekly project meetings
• Provide status report and attend
monthly steering committee status
meetings
• Conduct weekly workstream meetings
• Gather interface requirements
• Conduct foundation alignment
sessions
• Deliver the CSLLC assigned
integration design documents
• Add configuration approved from
alignment workshops to complete the
Configuration tenant
• Provide validation reports for the
Foundation tenant
• Finalize tenant management plan
• Provide stage sign-off document
• Complete configuration based on
specifications gathered in the
foundation alignment sessions
• Build integrations
• Jointly conduct Workday Customer
Confirmation Sessions (“CCS”)
• Provide input and support
management of the project plan
• Participate in weekly project and
workstream meetings
• Hold monthly steering committee
meetings
• Provide project SMEs for alignment
workshops
• Assist in clarifying configuration
requirements
• Complete Workday training
• Participate in architect workshops
• Conduct integrations architect
workshop (design sessions) for Client
assigned integrations
• If Client assigned integrations are
included herein, design documents
will need to be provided by Client to
CSLLC during this stage
• Review and sign off on integration
design documents (after detailed
design review sessions)
• Validation of Foundation tenant build
• Review existing reports and confirm
which Workday report will meet these
needs and identify any necessary
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
9
Stage
CSLLC Services
Client Responsibilities
• Conduct Unit Testing of integrations
developed by CSLLC
• Create integrations operations
instructions guides for CSLLC
assigned integrations
• Assist with questions regarding
mapping of data to Workday data
model. Provide recommendations and
Workday best practice.
• Build of End-to-End tenant
• Provide exception reports/issues log
from End-to-End tenant build
• Provide validation reports and support
validation efforts of End-to-End tenant
• Advise on test scenarios
• Design and develop any custom
reports which are in Scope
• Conduct smoke test for functional
configuration of End-to-End tenant
• Provide a sample defect tracking log
custom reports as part of the
alignment stage
• Define and document test plan and
test scenarios (End-to-End, User
Readiness and Regression)
• Jointly conduct CCS
• Build Client assigned integrations
• Create integration operations guides
for all Client assigned integrations
• Finalize test scenarios, test scenario
assignments and detailed daily test
plan
• Update and sign off on configuration
as a result of CCS
• Provide required data for End-to-End
tenant and submit to CSLLC’s secure
transfer site
• Update data gathering workbooks for
End-to-End tenant
• Validation of End-to-End tenant build
• Review and resolve issues from
exception reports
• Sign off on stage
Test
• Manage the project plan and
participate in weekly project meetings
• Create integrations schedule
recurrence tracker
• Participate in Test stage kickoff
session
• Support integration defect resolution
for CSLLC assigned integrations
• Provide Knowledge Transfer (“KT”),
operations guides, and validated &
tested integration systems for Client
testing of CSLLC built integrations
• Provide testing oversight and support
• Copy End-to-End Test tenant for
payroll Parallel Testing
• Provide parallel variance reports and
support variance analysis
• Provide sample deployment cutover
plan
• Schedule and conduct Workday
Delivery Assurance reviews
• Provide Workday Go-Live Checklist
• Provide input to the project plan and
participate in weekly project meetings
• Lead Test stage kickoff session
• Execution of all test scenarios (End-to-
End, Parallel, User Readiness and
Regression)
• Manage and sign off on all test results
(End-to-End, User Readiness and
Regression)
• Prepare for User Readiness review
• Provide person data for Parallel tenant
and submit to CSLLC’s secure
transfer site
• Validation of Parallel tenant build
• Create/maintain Parallel Testing
defect tracking log
• Review and resolve issues from
exception reports
• Complete catch-up data transaction
entry for each parallel cycle as defined
by Parallel Testing strategy
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
10
Stage
CSLLC Services
Client Responsibilities
• Provide stage sign-off document
• Train end users
• Execution of parallel per Client defined
Parallel Testing strategy and success
criteria
• Review parallel variance reports and
conduct root cause analysis
• Provide cutover schedule for legacy
systems
• Provide functioning Client assigned
interfaces per the test plan
• Develop deployment cutover plan
• Train end users
• Complete and sign the Workday Go-
Live Checklist
• Sign off on stage
Deploy
• Manage the project plan and
participate in weekly project meetings
• Provide the Workday Go-Live
Authorization
• Update integration schedule and
recurrences tracker
• Build Gold tenant
• Verify migration of CSLLC assigned
integrations
• Schedule integrations according to the
integrations schedule recurrence
tracker
• Guide Client to register for the
“Transition to Production” support
meeting with Workday
• Jointly complete the Workday Go-Live
announcement
• Provide stage sign-off document
• If CVS is selected, complete
Continuous Value Service (“CVS”)
Client support workbook
• If CVS is selected, initiate CVS Post-
Production support introduction six (6)
to (8) weeks prior to the Move-to-
Production date
• Provide input to the project plan and
participate in weekly project meetings
• Manage and execute on cutover plan
• Deliver Production quality data for the
Gold tenant
• Verify migration of Client assigned
integrations
• Perform/sign off on tenant validation
for Pre-Production tenant
• Jointly complete the Workday Go-Live
announcement
• Approve and sign off on the Workday
Go-Live Authorization
• Create and distribute the
organizational Workday Go-Live
announcement
• Complete catch-up data transaction
entry
• Sign off on stage
Implementation
Team Post-
Production
Support
(“Hypercare”)
• Provide standby support after the
Move-to-Production. This support will
encompass all functionality that was
deployed by CSLLC during the project.
CSLLC will support all functional areas
for eight (8) weeks from the Move-to-
Production date except for payroll or
financial accounting functionality (if
they are in Scope) as well as
integrations deployed by CSLLC
• Staff and manage help desk
• Make any updates to Production,
including final load of transactional
conversion data
• Sign off on stage
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
11
Stage
CSLLC Services
Client Responsibilities
• Payroll functionality will be supported
for up to twelve (12) weeks in support
of two (2) Production payroll cycles if
the pay cycle is weekly, bi-weekly,
semi-monthly or one (1) Production
payroll for monthly pay cycle. (both will
be supported remotely)
• Integrations will be supported for one
(1) successful Production run of
integrations, or ninety (90) days from
Move-to-Production, whichever comes
first
• Financial accounting will be supported
for up to twelve (12) weeks in order to
support the first period end close
processing (e.g., month, quarter, etc.)
• Conduct KT sessions for CSLLC
developed integrations
• Provide stage sign-off document
Organizational Change &Training Services (OC&T)
CSLLC Services
Client Responsibilities
Strategy
• Develop the initial OC&T project
timeframe
• Advise on the preliminary list of
stakeholders for HCM/FIN
implementation
• Provide organizational change
counterpart to regularly interface
with the CSLLC OC&T team
• Provide input and approval of the
OC&T project timeframe
Organizational Change
• Conduct OC&T kickoff call
• Attend and participate in the
project kickoff meeting
• Establish and facilitate weekly
workstream meetings for the
remainder of the project
• Conduct OC&T Discovery and
Strategy workshop
• Provide the Change Impact
Analysis template and advise on
the capturing of change impacts
• Advise on the continued
identification of stakeholders,
sponsors and change champions
for HCM/FIN implementation
• Provide organizational change
counterpart to regularly interface
with the CSLLC OC&T team
• Participate in organizational
change Discovery and Strategy
workshop
• Identify stakeholders, sponsors
and change champions for
HCM/FIN implementation
• Provide input and approval of
overall Change Management
Strategy
• Establish and execute project
branding
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
12
CSLLC Services
Client Responsibilities
• Develop overall Change
Management Strategy readout
Deliverable
• Advise on branding best practices
and how to establish for effective
project branding
• Advise on the development of the
end-user communications plan
• Advise on the development of a
change champion network plan
• Advise on the planning and
execution of User Experience
Sessions
• Advise on change sustainment
best practices
• Recommend end user adoption
measurement activities
• Provide OC&T resources to attend
and engage in functional architect
workshops
• Provide OC&T resources to attend
and engage in functional CCS
• Develop and maintain Change
Impact Analysis
• Develop end-user communications
plan
• Develop and deliver all end-user
communications
• Design, manage and implement
change champion network
• Design, manage, and execute
User Experience Sessions
• Develop, manage, and implement
change sustainment strategy &
plan
• Measure and report on end user
adoption
End User Training
• Develop end user training strategy
as part of overall organizational
change strategy
• Develop initial end user training
needs assessment and curriculum
plan
• Advise on best practices for
training development and delivery
• Provide training prototypes for
formatting decisions
• Lead the development of training
materials, as defined in the
training needs assessment and
curriculum plan, up to three
hundred (300) hours of effort
• Lead the delivery of training, as
defined in the Training Needs
Assessment and Curriculum Plan,
up to one hundred fifty (150) hours
of effort
• Advise on staging data for training
activities
• Recommend evaluation methods
• Recommend additional
reinforcement activities to increase
adoption
• Provide end user training
counterpart to regularly interface
with the CSLLC OC&T team
• Provide input on the end user
training strategy
• Review and approve the training
needs assessment and curriculum
plan
• Review and approve all training
materials developed by CSLLC
• Lead all training development
beyond CSLLC’s effort allowance
• Assist with all training delivery
• Provide SMEs to participate in all
trainings as defined in the training
curriculum plan
• Register training participants and
track training completion;
coordinate all training logistics
• Execute all training evaluation
activities
• Implement all reinforcement
activities
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
13
3.0
Project Approach
3.1
Methodology
The implementation will be completed by following the Launch deployment approach
which consists of the following stages: Plan, Architect & Configure, Test, Deploy and
Hypercare. In parallel to the Architect & Configure stage, the project team will also
conduct integration design and integration development (in the same tenant). The
specific content of the Deliverables and duration to complete these Deliverables is
detailed in the project plan which is to be developed jointly by the CSLLC EM and the
Client Project Manager.
3.2
Governance
Project Management
In the Plan stage of the project, the CSLLC EM will work with the Client Project Manager
to develop a detailed project plan to be used to maintain project tasks and the Timeline.
Finalization of the Scope, as determined during the Plan and Architect & Configure
stages, may require the project team to revise the estimates and resource requirements
for the Test stage of the project.
Change Control Process for Implementation Services
Any additional or modified Scope of Services shall be documented in a separate written
and fully executed Project Change Order Form (“Change Order”) using the template set
forth in Appendix C. Such form shall include the written approval of an authorized
representative of Client before CSLLC will begin any additional work or incur any
charges or fees outside the Scope of this SOW. Client and CSLLC agree to the following
process:
•
Step 1: CSLLC will prepare a description of the necessary change including
Scope, process, cost, impact to the Timeline, impact to resources along with a
list of alternative solutions.
•
Step 2: The Client Project Manager will review and approve or reject within his or
her authority or escalate to the executive sponsor for review and approval or
rejection.
•
Step 3: Client will review and approve or deny the request for the additional or
modified Services within five (5) business days so as not to cause any
unnecessary delay in the Timeline.
•
Step 4: Any approved additions or modifications to the Scope of Services will be
documented pursuant to a Change Order and become an addendum to this
SOW.
Status Reporting
During the Plan stage of the project, the CSLLC EM will coordinate with the Client
Project Manager to establish a set of regularly scheduled meetings to present project
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
14
status and risks. These will include, but are not limited to, a monthly steering committee
meeting, a weekly project core team status meeting, weekly workstream meetings, a
weekly project management meeting, and additional meetings, as needed. The CSLLC
EM will report out at the steering committee and team status meetings on the status,
activities, issues and other relevant project information.
The monthly steering committee meeting will include a review of the Timeline and status,
accomplishments to date, upcoming project activities and milestones, review of issues
and risks requiring action from the steering committee members, potential changes to
Scope and a review of the financials of the project. The steering committee will include a
readout by the CSLLC EM on the state of the project; participation may be in person or
remote.
A weekly status meeting will be held with the core team and the Client Project Manager
to assess recent accomplishments, issues, risk factors and to ensure that the work
planned for the next two (2) weeks is properly resourced. Risk factors and roadblocks
will be assessed and either resolved or escalated. In addition to these meetings,
meetings with functional teams will be scheduled to review and resolve any open issues.
All meeting agendas, status reports, steering committee presentations, issues log,
project plan and the project charter will be stored on the project collaboration site as
referenced in Section 4.0 Assumptions & Dependencies.
Knowledge Transfer
Over the course of the project, functional and technical knowledge transfer occurs
organically during alignment sessions, CCS, weekly workstream meetings and during
the Configuration and Test stages. Additional knowledge transfer will occur during the
Post-Production stage as needed. Up to five (5) formal two (2) hour knowledge transfer
sessions per functional area as listed in Section 1.2 Functional Area table with additional
sessions available upon mutual agreement. The agenda will be determined prior to each
session. Upon Client request, the session may be recorded. If Client requires additional
knowledge transfer, this may result in a Change Order. Process documentation (e.g.,
operational guides and process flow diagrams) is not in Scope for knowledge transfer,
with the exception of the integration’s operations guide for CSLLC owned integrations.
Communication and Issue Escalation
Regular communications are planned to ensure that constraining issues do not arise.
The Client Project Manager is the primary escalation point for all Client employees and
issues. If necessary, Client issues will be escalated to Client’s project sponsor for prompt
resolution by obtaining direction from the appropriate people within Client’s organization.
The CSLLC EM is the escalation point for all CSLLC employees and issues. If
necessary, CSLLC issues will be escalated to CSLLC’s executive sponsor for prompt
resolution.
The Parties acknowledge that throughout the project there may be issues that require
escalation and further agree that either Party may in good faith convene a meeting with
the executive sponsors to resolve such issues and develop a mutually agreed upon
solution. A Change Order or separate SOW may be required in the event any part of the
agreed solution impacts Scope, effort, Timeline, resource commitments, or Pricing.
3.3
Project Schedule
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
15
The time required to complete the project (the “Project Schedule” or “Timeline”) is based
on the contents of this SOW. Based on a projected Start Date of October 27, 2025, the
estimated duration and estimated start dates of each project stage are listed below,
pending timely execution of this SOW, and availability of resources and training. The
Client payroll schedule may require an adjustment on the estimated start date for the
Deploy and Post Go-Live stages.
Client resources will complete the Workday prescribed training for the functional areas in
Scope prior to the start of the Architect & Configure stage, and Client resources which
are assigned to design/build integrations (as indicated in the integrations Scope) will
complete the required Workday training (report writing, calculated fields, and integration-
related classes) prior to the start of the Architect & Configure stage. If training is not
attended, this could result in a significant impact to the time and cost of the project.
The project will be completed in one (1) phase – as presented below. The Timeline for
the project is as follows:
Note:
•
Integrations will be developed based on a timeframe dependent on the batches
defined in the integrations planning sessions and third-party vendor availability.
•
CSLLC has accounted for blackout weeks for the holidays and spring break.
•
Exact dates for build, move to production and go-live will be determined during
the Plan Stage.
4.0
Assumptions & Dependencies
The Services, labor estimates, and Pricing presented in this SOW are dependent on the
following assumptions being true:
Client will:
a. Timely complete each item listed as a Client responsibility in Section 2.0.
b. Have the necessary project and executive management support to review and make timely
decisions as well as coordinate the activities of this project with other Client projects which
may be occurring simultaneously.
c. Have the necessary resources available in each stage, according to how they are identified
in the staffing and project plans. Resources will be empowered and capable of making
decisions on behalf of Client. Resources will include, but are not to be limited to, functional
and technical leads, and applicable business process and SMEs. If resource and/or priority
conflicts occur, they will be discussed and resolved with the project steering committee.
d. If CSLLC is able to travel in accordance with its internal policies and procedures, Client will
provide the necessary hardware for the deployment, a desk, access to office space, and an
internet connection.
e. Provide all required technology needs, connectivity, and network access to all relevant
Client applications necessary for the deployment. The CSLLC consultants will have access
Project Timeline
Strategy
Plan
Architect &
Configure
Test
Parallel
Deploy
Hypercare
Total
Weeks
Weeks
6
11
29
26
9
6
12
97
Start
10/27/2025 11/24/2025
2/9/2026
8/31/2026
3/1/2027
5/3/2027
6/14/2027
Finish
12/5/2025
2/6/2026
8/28/2026
2/26/2027
4/30/2027
6/11/2027
9/3/2027
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
16
to software including security rights and passwords where required in order to complete the
deployment. CSLLC resources will provide their own laptops. If Client owned laptops or
virtual machines are required to be used, this may result in a Change Order.
f. Be responsible for workstation compliance to Workday’s minimum requirements. Client has
determined their technical needs will be met, and internal systems and policies, as well as
third-party vendors, are compatible with Workday. Any technical issues which may arise
during implementation are to be resolved by Client.
g. Lead the coordination with any Client’s third-party vendor involvement required to complete
the Services. Client understands that some of their third-party vendors may charge fees for
the completion of Services and such fees are the sole responsibility of Client.
h. Unless otherwise agreed by CSLLC’s internal security organization, the Client shall use
CSLLC’s secure transfer site for the secure exchange of sensitive employee data with the
CSLLC support personnel. Client will agree to limit use for data conversion or production
support purposes only for the duration of the activities required. CSLLC will inactivate the
secure transfer site within thirty (30) days after the support activities are completed. Client
will not use CSLLC’s site for the transmission of any integration files for third-party
vendors. CSLLC is not responsible for back up, archiving, or maintenance of files stored on
the secure transfer site. In the event CSLLC utilizes its internal “Daytona” tool for data
conversion (“Daytona”), Daytona and all of its components must be installed on the CSLLC
secure cloud server and utilized solely within CSLLC’s secure transfer site. Further, Daytona
IP addresses must be added to the tenant whitelist. Daytona uses its own implementer
account that must be excluded from multi-factor authentication.
i.
Use CSLLC provided central repository solution for non-sensitive project document sharing
and CSLLC’s secure transfer site for the secure exchange of sensitive Client employee data
with the CSLLC project team.
j.
Be responsible for any job catalog and/or compensation restructuring efforts, with initial draft
of restructure completed by the start of project. If support is needed from the CSLLC project
team and/or these milestones are not met, this may result in a Change Order and potentially
impact the Timeline.
k. Seek to minimize the amount of plan and/or Client changes during the course of the project,
with any changes finalized by the end of the Architect & Configure stage. If this milestone is
not met, this may result in a Change Order and potentially impact the Timeline.
l.
Perform all of the Client responsibilities in the stages identified, and per the project plan
including, but not limited to, sign off at the completion of each stage, provision of data files,
provision of test scenarios, execution of test scenarios and integration testing.
m. Be solely responsible for testing, which shall include configuration, business processes,
data, reports and integrations. Client will provide written acceptance of test results to CSLLC
prior to any Move-to-Production.
n. In the event CSLLC is required to assist Client with Production updates Client will provide
written approval if CSLLC’s assistance is required during Client’s Hypercare activities. Upon
completion of Production updates, Client will verify Production results and shall be solely
responsible for Production accuracy. Client shall provide written acceptance to CSLLC after
such Production updates have been completed.
o. Adhere to the outlined meeting schedules defined in the Section 2.0 Services and
Responsibilities table; any variation could result in an impact to cost and the Timeline.
p. Coordinate participation from key stakeholders and project team to attend a CSLLC led
alignment workshop and CCS per functional area. If additional workshops or sessions are
needed, the Client Project Manager will work with the CSLLC EM to determine impact to
project hours and the Timeline.
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
17
q. Use CSLLC tools and templates. If Client requires CSLLC to utilize Client specific/owned
tools and templates, the Client Project Manager will work with the CSLLC EM to determine
impact to project hours.
r. Tax filing will be handled by the Client. Workday does not currently support tax filing as part
of the core Workday payroll module and only provides basic tax balancing reports as part of
the delivered payroll module.
s. If 1099 tax elections and payroll processing are required, those will be handled by the Client.
Workday does not currently support 1099 tax elections or processing as part of the core
Workday payroll module.
Integration Assumptions
a. Project integration estimates will be reviewed at the completion of the Architect & Configure
stage. Adjustments may be required after further analysis and any possible changes to
Scope. If a configured integrations template does not satisfy Client’s unique requirements, a
custom integration will be a viable solution and can be built at an additional cost.
b. Client integration functional owners are available for integration discovery and design
sessions throughout the Plan and Architect & Configure stages.
c. Inbound integrations are scoped using Workday standard fields. If Workday custom objects
are needed to store data, the integration effort may need to be revised.
d. Workday required performance testing is not in Scope.
e. Requirements and specifications for all in Scope integrations will be available at the start of
the Plan stage.
f. Integrations (both CSLLC and Client owned) may be separated into batches depending on
priority, critical and Timeline impacts; the Timeline could be adjusted due to delays in
requirements or Client accessibility. Batches will have varying timeframes to accommodate
prioritization and architect workshop schedules to reduce rework. Wherever possible,
integrations which directly impact payroll results should be given priority in order to ensure
applicable integrations are ready prior to the start of Parallel Testing.
g. Integrations dependent upon FDM may follow separate milestones and testing cycles.
Authentication Assumptions
a. CSLLC will advise Client of the Workday options for a single sign-on solution and will
perform the applicable authentication setup within the Workday tenant.
b. Client is responsible for all implementation work outside of the Workday tenant (e.g.,
Security Assertation Markup Language (“SAML”) setup, identity server). Client will provide
the appropriate resource commitments and skill sets depending on the single sign-on option
selected during design.
Testing Assumptions
a. Client will provide a Test Lead unless otherwise stated in this SOW who is responsible for
overseeing test scenario creation and consolidating scenarios to be used for End-to-End,
User Readiness review, Parallel and Regression Testing, managing testers, and reporting
out testing metrics.
b. Client and CSLLC will implement a Change Control Process to review and approve
proposed enhancements coming out of testing to identify the priority and potential impact to
the Timeline, resources and level of effort prior to changes being made.
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
18
c. Client will finalize and sign off on End-to-End Testing prior to entering Parallel Testing.
Exceptions must be agreed upon by CSLLC if additional End-to-End Testing is required
prior to entering Parallel Testing.
d. If testing is not complete within the time specified in the Timeline, a Change Order may be
required.
e. Client will coordinate participation from project testers to be co-located together on a remote
basis, or at a mutually agreed upon shared site if CSLLC is able to travel in accordance
with its internal policies and procedures. If additional support locations are needed for
testing, the Client Project Manager will work with the CSLLC EM to determine impact to
project hours and the Timeline.
f. When a Workday update occurs, the only additional changes which will be included in the
project are those which are automatically required by Workday. Any additional functionality
is out-of-Scope.
g. End to end payroll testing will include representation across bargaining groups, and
inclusion of examples for all pay codes and deduction types. This includes those that only
happen once or a few times per year.
Launch Deployment Approach Assumptions
a. CSLLC team will utilize Workday’s leading practice pre-configured recipes to build the
Foundation tenant and conduct the alignment sessions in the Architect & Configure stage.
The approach for the alignment sessions will be to review pre-configuration and then align
areas which are in Scope but are not part of the pre-configuration.
b. Client agrees to utilize Workday’s delivered business processes across the enterprise with
only limited changes to the listed modifiable business processes noted in the Scope of this
SOW until after Hypercare has completed. Limited changes are defined only as removing
process steps, adding approval or review steps (limited to three (3) per modifiable business
process), adding “To-Do” steps (limited to five (5) total), low complexity condition rules
(defined as three (3) or less lines of logic), or changing approvers or removing initiating
Workday security groups. Limited changes do not include creating rule-based business
process definitions (alternate workflows), calculated fields, custom notifications, changing
Workday security (other than what is defined above), adding additional process action steps,
or complex conditional rules necessary to meet Client’s unique requirements. Client may
acquire additional Services to make such changes or may make such changes themselves
in the Production tenant.
c. The Workday pre-configured content will be leveraged as the basis for design and
configuration within the Scope of this project. CSLLC will not be performing a traditional fit
gap on Client business requirements. If the pre-configured tenant is not appropriate for
Client, as determined by Client, a Change Order for additional Services may be required.
Client is ultimately responsible for verifying that the pre-configured content is appropriate.
d. Integrations to be designed to current-state requirements and not reformatted during the
Timeline unless Workday delivered templates are available for deployment or current-state
is no longer supported.
CSLLC Accelerated Data Services Assumptions
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
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October 27, 2025
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19
a. Client project members should start building a plan to extract data from current systems as
soon as this SOW is executed.
b. Client is responsible for extracting data from the Client’s current system(s).
c. Client must participate in mapping conversations and a knowledgeable resource on the
Client team must be available in the first four (4) weeks of the project to speak to legacy
data definitions.
d. Client extracted data will be loaded/entered into applicable workbooks for data cleansing
and validation by Client.
e. Client is responsible for validation that data is mapped to the correct fields through validation
and testing.
f. CSLLC’s Data Conversion Team is responsible for loading applicable Client data into
Workday for the builds outlined in this SOW.
g. CSLLC’s Data Conversion Team is not responsible for data catchup or other conversion
activities to correct and/or make current data that was provided by the Client. The Client
owns catch up transactions.
h. CSLLC will notify the Client when best practice is not being followed for data conversion and
mapping. CSLLC is not responsible for Clients not following best practice recommendations.
Parallel History Assumptions
a. Payroll history that is loaded into Workday will include all earnings, deductions, taxes, and
employer paid contributions and/or benefits.
b. A subset of the employee population will be used for the purposes of balance limit testing,
based on payroll history loaded, during Parallel Testing. This subset should include
representation across each federal/state/locality the Client currently processes payroll for
c. All payroll history will need to be provided in CSLLC’s Microsoft Excel payroll history
workbook.
d. CSLLC’s tools have functionality that will assist the Client with balancing by a unique
company Federal Employer Identification Number (FEIN).
Reporting Assumptions
a. CSLLC will enable Workday delivered security for all Workday delivered standard reports
related to the in Scope functionality.
b. CSLLC defines a custom report as “a Workday delivered report that needs to be modified or
enhanced and that modification or enhancement replaces the Workday delivered report, or a
report that requires building from scratch.”
c. Reports are limited to then-available report data sources and custom report fields.
d. If custom reports are in Scope, CSLLC will review the requirements and work with Client to
assist with the design and configuration of custom reports as identified during the Architect
& Configure stage. If additional assistance is required from CSLLC above the effort and
resources allocated in this SOW to build the reports, this will result in a Change Order.
CSLLC will provide KT to the Client of any CSLLC assigned custom developed reports to
help prepare the Client for any future reporting requirements. Client will attend Workday
report writer training prior to developing any custom reports.
Workday Security Assumptions
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
20
a. Client will utilize the Workday security roles in the delivered Workday tenant, with no
changes to existing Workday security roles or creation of custom Workday security roles
until after Move-to-Production occurs. Client may acquire additional Services to make such
changes, or the Client may make such changes.
Financial Planning Assumptions
a. Financial data and hierarchy data must reside in Workday.
b. Client must complete the Getting Started: Introduction to Modeling, and Operational
Modeling Basics, course in the Adaptive Insights LMS prior to the project kickoff.
c. Client is expected to login to their Adaptive instance to validate access.
d. Client will specify the processes, formats, formulas, data flows and logic required in the form
of a Microsoft Excel file and other documented examples for all in Scope processes.
e. Client will provide data for the initial imports in the appropriate Adaptive Insights workbook
format.
f. If Client uses an outside data source and an integration must be developed, the following
assumptions apply:
i. Complete the Integration Framework Fundamentals course in the Adaptive
Insights LMS prior to the project kickoff.
ii. A technical resource with understanding of the source system data model
and extract technology must be available during the project to develop or
enhance the source system extracts (i.e.: review Structured Query Language
(SQL) queries or web service calls).
iii. Provide business rules for extraction and transformation of source data for
the software.
iv. Provide a SME with knowledge of the planning model to provide information
on data expected by the sheets and to assist in data validation.
v. On premise integration (on premise data source(s)):
•
Provide server/virtual machine/other for integration configuration,
testing and Production.
•
Ensure that server complies with the data agent requirements defined
in the document provided.
•
Provide remote access to integration during the project.
vii. Non-Workday hosted integration (hosted service data source(s)):
•
Ensure source system Application Programming Interfaces (“APIs”)
are licensed and available to Adaptive (hosted data source(s)).
•
Provide access to and credentials for database or API access to the
source.
•
Active cyber physical system supports Client during data validation
phase validating three (3) months of history.
6.0
Term and Termination
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
21
a. This SOW shall commence on the Start Date identified above and shall continue through
September 3, 2027 (the “Term”), unless terminated sooner pursuant to the Agreement.
7.0
Pricing
a. CSLLC will invoice and Client shall compensate CSLLC on a Fixed Fee basis as set forth
herein for Services rendered. This price is inclusive of any and all associated charges and
fees which CSLLC may experience during the fulfillment of this SOW, with the exception of
Section 8.0 Expenses. Pricing is based on the Project Schedule defined in this SOW; any
changes to the Project Schedule will require a modification in price. Invoices will be paid
subject to the terms and conditions of the Agreement. Total cost of the engagement is listed
in the Milestones and Events table below.
b. Payments will be made according to the following schedule:
CSLLC has included 400 hours as a contingency for Integrations and Reports that may be needed. If
these are not needed, a negative Change Order can be created to have these removed prior to the last
invoice.
c. Invoices will be emailed to the following address(es): kristen.poe@chandleraz.gov,
traci.tenkely@chandleraz.gov. Any other mailed correspondence will be delivered as follows
below:
Information Technology, City of Chandler, Arizona
PO Box 4008MS 301, Attn: Kristen Poe, Traci Tenkely
Chandler, AZ 85244
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
22
d. Any additional Services rendered in addition to the implementation Scope as defined in this
SOW will only be performed after the Parties agree to a Change Order utilizing the rate table
to build the cost as identified below:
e. Any and all fees associated with Client’s e-invoicing, portal, or payment solution will be the
responsibility of Client, without dispute. CSLLC will provide all necessary documents or
invoices to confirm the fees, if such fees are incurred.
f. Confirmation will allow for timely and accurate invoice submission. If Client requires a PO#,
Client will send a copy of the PO# to accounts-receivable@collaborativesolutions.com.
Milestone/Event Definitions
Project Commencement: This milestone is achieved on the signing of this SOW by Client.
Strategy Stage: Strategy:
a. Delivery of Executive Readout
Plan Stage: Delivery of Plan Artifacts: This milestone is achieved after the following is
complete:
b. Draft Project Schedule and plan
c. Foundation tenant build complete
Architect & Configure Stage: Delivery of Design Artifacts - This milestone is achieved after
the following is complete:
a. Foundation alignment sessions
b. Configuration based on foundation alignment sessions
c. CCS conducted
Architect & Configure Stage: Delivery of End-to-End Tenant: This milestone is achieved
after the following is complete:
a. Unit Testing
b. End-to-End tenant build for use in End-to-End Testing
Executive
$380
Strategy Architect
$352
Portfolio Director
$320
Strategy Manager
$312
Senior Functional Architect
$328
Functional Architect
$284
Engagement Manager
$264
Senior Principal Consultant
$232
Principal Consultant
$204
Consultant
$168
Project Associate
$156
Associate
$152
Rate Card
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
23
Test Stage: Completion of End-to-End Test: This milestone is achieved after the following is
complete:
a. Execution of test scenarios or timeframe for End-to-End Testing has lapsed
b. Cutover-plan drafted
Test Stage: Completion of Parallel Test: This milestone is achieved after the following is
complete:
a. Timeframe for Parallel Testing has lapsed
b. Any issues reasonably identified as preventing progress to Production have been
addressed or mitigated. Start of any Services in the Deploy stage will be deemed as
completion of this milestone
c. Cutover-plan finalized
Deploy Stage: Completion of Move-to-Production (Go-Live): This milestone is achieved
after the following is complete:
a. Production Workday system is available to any Client employees
Hypercare: Completion of Project: This milestone is achieved after the following is complete:
a. Timeframe for Hypercare has lapsed following the Move-to-Production
CSLLC will present the applicable Deliverables to Client and Client will have Five (5) business
days to provide a specific list of reasonable issues to be remedied. CSLLC will address issues
and resubmit the deficient Deliverables. After five (5) business days, should Client not provide a
list of issues, the Deliverables will be deemed complete. Use of the Deliverables by Client will
deem the Deliverables as completed.
8.0
Expenses
Client will reimburse CSLLC for its reasonable out-of-pocket travel expenses incurred in
connection with the provision of the Services in accordance with then applicable GSA schedule
and rates, which shall be made available to Client upon request. This will include CSLLC’s
management personnel for purposes of project oversight. Specific travel recommendations will
be planned and discussed between the CSLLC EM and the Client Project Manager. Such
agreed to travel recommendations shall not require additional Client pre-approval. All fees or
penalties incurred due to cancellations or changes of travel at Client’s request shall be invoiced
to Client. The Expense Estimate provided in Section 7.0 is a budgetary estimate only.
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
24
9.0
Signatures
IN WITNESS WHEREOF, the Parties have duly executed this SOW by their respective
authorized representatives as of the SOW Effective Date.
Collaborative Solutions, LLC
City of Chandler, Arizona
Authorized Signature
Authorized Signature
Name
Name
Job Title
Job Title
Date
Date
Approved as to Form:
City Attorney
Attest:
City Clerk
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
Chief Legal Officer
Antonia Plazibat
October 6, 2025
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
25
Appendix A – Description of Roles
Client Roles
Client personnel are experts on Client business/technologies and as such will have responsibility for
providing project management, non-Workday functional, technical, and culture expertise to the project.
Client project team members and cross-functionality representation are currently identified as follows:
(Note that project teams’ roles could be specific to implementation needs.)
Client Team Member
Description of Role
Steering Committee, Key Stakeholders,
Executive Sponsor
The steering committee provides funding and support to the
project. Responsibilities include:
•
Obtaining appropriate funding and approvals
•
Ensuring all appropriate resources are available for
the project
•
Resolving issues which are impeding the progress of
the project
•
Providing overall direction to the Client Project
Manager
•
Sign off on key Deliverables/project milestones
•
Assuring project delivery and quality control
•
Attending steering committee meetings
Project Manager
The Client Project Manager is a dedicated resource focused
specifically on the Workday implementation. While CSLLC
understands there are many other activities linked to the
implementation, this resource needs to be dedicated full-time
to the project. Responsibilities include the following:
•
Establishing and managing the project details,
Deliverables, schedules, tasks, assignments, and
execution
•
Coordinating business teams and support teams
•
Driving the implementation of the optimized processes
•
Managing the resolution of issues
•
Anticipating and resolving issues which could impact
the project budget, schedule, Scope or quality
Functional Team
(Global Process Owners, Process Leads,
and SMEs/Business Analysts)
The functional team are those familiar with Client business
processes and systems. These individuals provide
information to the CSLLC Functional Consultant(s) to
configure the Workday solution. Responsibilities include:
•
Communicate functional requirements which need to
be configured in Workday
•
Describe current business processes and work with
team to simplify and improve
•
Provide functional requirement through completion of
configuration and data gathering workbooks
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
26
Client Team Member
Description of Role
•
Champion adoption and use of Workday Launch
delivered business processes
•
Identify critical changes needed to Workday Launch
delivered business processes due to
compliance/regulation or business need and provide
feedback to CSLLC consultants
•
Work with CSLLC consultants to help map and load
data into Workday
•
Actively participate in all testing activities
•
Pre-validate extracted data files prior to providing it to
CSLLC; then validate data after it has been converted
into Workday solution
•
Contribute to identifying and executing test scenarios
for functional areas
•
Perform end user training
•
Participate in all sessions to facilitate organic KT
Technical Team
(Integration Lead, Integration
Engineers/Developers, and Data
Conversion Specialist)
Technical resources perform the following:
•
Support the conversion and loading of data contained
in existing systems
•
Design and develop custom integrations as outlined
within the Scope of this SOW
•
Develop custom reports
•
Manage Client communications
•
Participate in KT
•
Actively participate in testing activities
Note: Resource experience, data quality and the amount of
transformation required could impact the actual resources
needed to support the data conversion efforts.
Internal Auditor
The internal auditor is responsible for providing compliance-
related guidance and expertise to the project team.
Test Lead
The Client Test Lead develops and manages the overall
Client test strategy and plan. Responsibilities include:
•
Establish an approach to testing
•
Define resource requirements for testing
•
Establish the test schedule
•
Conduct overall execution of the Client prescribed
Unit, End-to-End (including integrations), User
Readiness review, Parallel Test process for Workday
payroll and Pre-Production tenant validation
•
Facilitate testing coordination and progress meetings
•
Successfully manage defect resolutions
•
Resolve test issues via coordination of Client and
CSLLC teams as required to complete testing for
successful completion of Workday test
•
Define the overall test strategy
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
27
Client Team Member
Description of Role
•
Define test approach, roles and responsibilities
•
Define test tools and scenarios by tester and success
criteria for each test stage
•
Define and report test metrics to the project team and
project executives
Organizational Change Lead
The Client Organizational Change Lead is focused on
planning and executing the change management and
communications activities. The Client Organizational Change
Lead is the primary counterpart to the CSLLC Organizational
Change Lead and is responsible for understanding primary
insight into Client’s culture, operations, and competing
projects or interests. The Client Organization Change Lead is
the primary liaison between the Client project team and other
internal resources needed to execute and deploy the various
change management and communications activities and is
ultimately responsible for all change management and
communications-related Deliverables.
Training Lead
The Client Training Lead is focused on planning and
executing the end user training activities. The Client Training
Lead is responsible for understanding competing projects or
interests related to end user training. The Client Training
Lead is the primary liaison between the Client project team
and other internal resources needed to plan, execute, and
deploy the various training activities for the deployment and is
ultimately responsible for all training-related Deliverables.
Client may choose to assign the Client Organizational
Change Lead and Client Training Lead roles and
responsibilities to a single actual resource.
Training Communications, and Change
Management Support Resources
Depending on the specific strategies and plans Client
establishes as part of its OC&T program, additional resources
will be needed at various times throughout the project
lifecycle to support and execute the communications, change
management, and training plans. These roles often include:
•
Training developers responsible for developing and
revising the end user training collateral as defined in
the training curriculum plan
•
Communications leads/developers responsible for
developing, revising, and deploying the end user
communications collateral as defined in the
communications plan
•
Trainers and super users responsible for gaining
advanced familiarity with the new systems and user
support tools, and in turn planning and delivering pre-
Go-Live and ongoing training to end user audiences
•
Change champions responsible for generating
awareness and support around future changes within
their designated areas of influence
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
28
Appendix B – Integrations and Custom Reports
Integrations
The following integrations are in Scope. Please refer to the column labeled “Owner” to identify if the integration is Client assigned or
CSLLC assigned.
ID#
Integration Name
Third-
Party
Vendo
r
Function
al Area
Integration Data Type
Tool
Owner
Cloud Connector
Name
Notes
INT001
Basic SSO/SAML Setup
TBD
Security
Basic SSO SAML Setup
Outbound Custom
Setup
CSLLC
INT002
Active Directory Outbound
Azure
HCM
Active Directory Outbound Cloud
Connect
CC
CSLLC
Directory Service
INT003
Active Directory Inbound
Azure
HCM
Active Directory Inbound Custom
Studio
CSLLC
INT004
E-Verify
E-
Verify
HCM
eVerify Outbound Cloud Connect
CC
CSLLC
E-Verify -
Employment
Verification
INT005
Medical/Rx Outbound
Blue
Cross
Blue
Shield
of
Arizona
Benefits
Medical Or Dental Or Vision Or
Rx Outbound Cloud Connect
CC
CSLLC
ANSI X12 834
INT006
Dental Outbound
Delta
Dental
of
Arizona
Benefits
Medical Or Dental Or Vision Or
Rx Outbound Cloud Connect
CC
CSLLC
ANSI X12 834
INT007
Vision Outbound
Vision
Service
Plan
(VSP)
Benefits
Medical Or Dental Or Vision Or
Rx Outbound Cloud Connect
CC
CSLLC
VSP: Vision
INT008
Life & AD&D Insurance
Outbound
Voya
Benefits
Life Or ADandD Outbound
Custom
EIB/DTS
CSLLC
INT009
STD & FMLA
TriStar
Benefits
STD Or LTD Outbound Custom
EIB/DTS
Client
INT010
Flexible Benefits
Administration FSA
Outbound
Flexibl
e
Benefit
Benefits
FSA Or HSA Or Transit Or
Parking Outbound Custom
EIB/DTS
CSLLC
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
29
Admini
strators
(FBA)
INT011
Deferred Compensation
457(b) Employee Census
Nation
wide
Retirement Savings Financials
Outbound Custom
EIB/DTS
Client
INT012
Corvel Workers Comp
Outbound
Corvel
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT013
SABA (LEAF) Learning
Outbound
SABA
(LEAF)
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT014
Work Number Outbound
Work
Numbe
r
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT015
VOYA Evidence of
Insurability
VOYA
Benefits
Outbound EOI Custom
EIB/DTS
Client
INT016
ACA Outbound
IRS
Benefits
ACA Outbound Cloud Connect
CC
CSLLC
ACA Information
Returns
INT017
Retirement Savings
Demographic Outbound
Public
Safety
Person
nel
Retire
ment
System
(PSPR
S)
Benefits
Demographic Outbound Custom
EIB/DTS
CSLLC
INT018
Retirement Savings Health
Insurance Information
(outbound)
Public
Safety
Person
nel
Retire
ment
System
(PSPR
S)
Benefits
Health insurance elections
(outbound)
Studio
CSLLC
INT019
Retirement Savings
Contributions Outbound
Arizona
State
Retire
ment
System
(ASRS)
Payroll
Retirement Savings Financials
Outbound Custom
EIB/DTS
CSLLC
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
30
INT020
Payroll ACH Outbound
JP
Morgan
Chase
Payroll
ACH NACHA Payment Outbound
Cloud Connect
CC
CSLLC
WPN - ACH PPD
Payment (Enhanced
Performance)
INT021
Payroll Positive Pay without
Voids Outbound
JP
Morgan
Chase
Payroll
Positive Pay without Voids
Outbound Custom
EIB/DTS
CSLLC
INT022
Payroll Check Layout
JP
Morgan
Chase
Birt
Payroll Check Custom Check
Layout_Low
BIRT
CSLLC
INT023
Time Tracking Outbound -
PD
Telesta
ff
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT024
Time Tracking Inbound - PD
Telesta
ff
Time_Tra
cking
Time Tracking Inbound Custom
Studio
CSLLC
INT025
New Hire employment
record Inbound
NeoGo
v
Recruiting
ATS Hires and Job Changes
Inbound Custom
Studio
CSLLC
INT026
Financials (AP) Check
Layout
Workd
ay
Birt
Financials Custom Check
Layout_Low
BIRT
CSLLC
INT027
Financials Positive Pay
without Voids Outbound
JP
Morgan
Chase
Financials
Positive Pay without Voids
Outbound Custom
EIB/DTS
CSLLC
INT028
Financials ACH Outbound
JP
Morgan
Chase
Financials
ACH NACHA Payment Outbound
Cloud Connect
CC
CSLLC
WPN - ACH CCD
Payment (Enhanced
Performance)
INT029
Bank Statement Inbound
JP
Morgan
Chase
Financials
Bank Statement Inbound Cloud
Connect
CC
CSLLC
Import BAI2 Bank
Statement
INT030
1099 Filing Outbound
IRS
Financials
Electronic Filing 1099 Outbound
Cloud Connect
CC
CSLLC
Electronic Filing
1099
INT031
Accela Journals Inbound
Accela
Financials
Accounting Journals Inbound
Custom
Studio
CSLLC
INT032
Ad Hoc Bank Transactions
Inbound
Crimin
al
Justice
Informa
tion
System
Financials
Adhoc Bank Transaction Inbound
Cloud Connect
CC
CSLLC
Core Connector: Ad
Hoc Bank
Transactions
Inbound (Enhanced
Performance)
INT033
Procurement Cards Inbound
Bank of
Americ
a
Financials
Credit Cards Masked Inbound
Cloud Connect
CC
CSLLC
Import Visa VCF4
File (Scrubbed)
Assumes Visa or
MC program
INT034
Purchase Order Layout
Workd
ay
Birt
Purchase Order Custom
Layout_Low
BIRT
CSLLC
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
31
INT035
Customer Invoice Layout
Workd
ay
Birt
Customer Invoice Custom
Layout_Low
BIRT
CSLLC
INT036
Customer Statement Layout
Workd
ay
Birt
Customer Statement Custom
Layout_Low
BIRT
CSLLC
INT037
DocuSign
DocuSi
gn
Security
DocuSign Cloud Connect
CC
CSLLC
DocuSign
Integration Template
INT038
Capital Projects
Management Outbound
TBD
(Capita
l
Project
s
Manag
ement)
Financials
Suppliers Outbound Custom
EIB/DTS
CSLLC
INT039
ActiveNet Journals Inbound
Active
Net
Financials
Accounting Journals Inbound
Cloud Connect
CC
CSLLC
Core Connector:
Accounting Journal
Inbound
INT040
CIS Infinity Utility Billing
Inbound
CIS
Infinity
Financials
Customer Invoices Inbound
Custom
Studio
CSLLC
INT041
Business Registration
(CLASS) Inbound
Busine
ss
Registr
ation
(CLAS
S)
Financials
Other Inbound Custom
Studio
CSLLC
INT042
Energy CAP
Energy
CAP
Financials
Suppliers Invoice Inbound
Custom
Studio
CSLLC
INT043
FASTER
FASTE
R
Financials
Suppliers Invoice Inbound
Custom
Studio
CSLLC
Incoming for fleet
invoices and
purchase orders
INT044
Lucity – Inventory
Management Sales Tax
(inbound)
Lucity
Financials
Inventory Transactions Inbound
Custom
Studio
CSLLC
INT045
Invoice Cloud
Invoice
Cloud
Store
Financials
Adhoc Bank Transaction Inbound
Custom
Studio
CSLLC
INT046
Yardi Outbound
Yardi
Financials
Suppliers Invoice Outbound
Custom
EIB/DTS
CSLLC
INT047
Yardi Inbound
Yardi
Financials
Suppliers Invoice Inbound
Custom
Studio
CSLLC
INT048
Questica outbound
Questic
a
Financials
Budgets Outbound Custom
EIB/DTS
Client
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
32
INT049
Questica inbound
Questic
a
Financials
Budgets Inbound Custom
Studio
CSLLC
INT050
Deferred Compensation
457(b) Contribution & Loan
Changes (inbound)
Nation
wide
Benefits
Retirement Savings Inbound
Custom
Studio
CSLLC
INT051
Deferred Compensation
457(b) Contributions
Outbound
Nation
wide
Payroll
Deductions Outbound Custom
EIB/DTS
CSLLC
INT052
Job classifications and
positions Outbound
NeoGo
v
Recruiting
ATS Positions Outbound Custom
EIB/DTS
Client
INT053
Time Tracking Outbound -
Fire
Telesta
ff
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT054
Time Tracking Inbound –
Fire
Telesta
ff
Time
Tracking
Time Tracking Inbound Custom
Studio
CSLLC
INT055
Lucity Update Warehouse
Outbound
Lucity
Financials
Inventory Item Master Outbound
Custom
EIB/DTS
CSLLC
INT056
Lucity Printing Services
Inbound
Lucity
Financials
Inventory Transactions Inbound
Custom
Studio
CSLLC
INT057
Risk Management – Origami
(outbound)
Origam
i
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT058
Fleet Commander Employee
data for Motorpool vehicles
(outbound)
Fleet
Comm
ander
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT059
Access Badge System
Lenel
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT060
Receipt Processing – DEI
Square
Financials
Adhoc Bank Transactions
Inbound Cloud Connect
CC
CSLLC
Core Connector: Ad
Hoc Bank
Transactions
Inbound (Enhanced
Performance)
INT061
Receipt Processing – City
Clerk Inbound
Square
Financials
Adhoc Bank Transactions
Inbound Cloud Connect
CC
CSLLC
Core Connector: Ad
Hoc Bank
Transactions
Inbound (Enhanced
Performance)
INT062
State Property Tax
Payments Inbound
AZ
State
Treasu
ry
Financials
Adhoc Payments Inbound
Custom
Studio
CSLLC
This is manual
today.
INT063
Library Receipts Inbound
Envisio
nware
Financials
Accounting Journals Inbound
Cloud Connect
CC
CSLLC
Core Connector:
Accounting Journal
Inbound
This is manual
today.
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
33
INT064
ACFR reporting Outbound
Workiv
a
Financials
OutboundExport financial data on
demand
Security
CSLLC
This may only be
a report.
INT065
Inventory Label Printing -
Locations
TBD
(Barten
der or
NiceLa
bel
Pro)
Financials
Inventory Label Printing Cloud
Connect
CC
CSLLC
Inventory Label
Printing Locations
Template
INT066
Inventory Label
Printing/scanning Outbound
TBD
(Barten
der or
NiceLa
bel
Pro)
Warehous
e
Inventory Management
CC
CSLLC
Inventory Label
Printing Goods
Delivery Groups
Template
INT067
ActiveNet Employee Census
Outbound
Active
Net
HCM
Demographic Outbound Custom
EIB/DTS
CSLLC
INT068
ActiveNet Payroll Deduction
Inbound
Active
Net
Payroll
Deductions Inbound Custom
Studio
CSLLC
INT069
W-2 Tax filing Outbound
IRS &
State
of AZ
Payroll
Tax Filing Outbound Custom
EIB/DTS
CSLLC
INT070
Timekeeping – Digiaquatics
inbound
Digiaqu
atics
Time
tracking
Time tracking inbound custom
Studio
CSLLC
INT071
Timekeeping – Digiaquatics
outbound
Digiaqu
atics
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT072
Wellness Administration
outbound
TBD
HCM
Demographic Outbound Custom
EIB/DTS
Client
INT073
Splunk
Splunk
Security
Setup
CSLLC
INT074
Vertex
Vertex
Financials
Third -Party Tax
CC
CSLLC
INT075
Contingency Placeholder 1
CSLLC
INT076
Contingency Placeholder 2
CSLLC
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
34
INT077
Contingency Placeholder 3
CSLLC
INT078
Fire Re-Inspection Fees,
HazMat Billing & Ambulatory
Services
ImageT
rend
Financials
Customer Invoices Inbound
Custom
Studio
CSLLC
INT079
Customers Landlord
Payment Outbound
Yardi
Financials
Customer Payments Outbound
Custom
EIB/DTS
Client
INT080
Customer Invoice Landlord
Processing Inbound
Yardi
Financials
Customer Invoices Inbound
Custom
Studio
CSLLC
INT081
Smartsheet Outbound
Smarts
heet
Financials
Project/Project
Plan/Task/Resource Maintenance
Outbound Custom
EIB/DTS
CSLLC
INT082
COBRA Initial Rights
Outbound
TBD
Benefits
COBRA initial rights outbound
cloud connect
CC
CSLLC
WEX COBRApoint:
COBRA (Initial
Rights)
INT083
COBRA Qualifying Events
Outbound
TBD
Benefits
COBRA qualifying events
outbound cloud connect
CC
CSLLC
WEX COBRApoint:
COBRA (qualifying
events)
CoC Required Reports and/or EIB Imports - no Vendor Integration Capability
•
Quarterly IRS/state tax filing information; CoC will populate form
•
Retiree Insurance Subsidy Accounts Receivable - ASRS
•
Retiree Insurance Subsidy Accounts Receivable – PSPRS
•
Employee Wellness Incentive – Annual $350 to eligible employee HSA/FSA
•
Public Safety Personnel Retirement System (PSPRS) Contribution File
•
Elected Official Retirement Plan (EORP) Contribution File
•
Airport Billing
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
35
Integration Type Key:
•
EIB/DTS = Enterprise Interface Builder/Document Transformation Service
•
CC = Cloud Connect
•
Studio = Workday Studio
•
Other = Web services or integration system user setup
The interfaces/integrations required for this project include:
•
Cloud Connect (“CC”) – CC provides Workday customers with the same level of support as they would receive in the core
Workday application. Such Workday integrations are (i) part of the Workday hosted application service and (ii) provided with
ongoing support by Workday in accordance with Workday’s then-current Support and Service Availability Policy. While Workday
integrations are designed and developed as part of the subscription license, CSLLC anticipates some amount of time dedicated
to configure and test the integrations during the implementation.
•
Custom Integrations – Custom integrations are developed by CSLLC or Client using Workday’s tools such as Report Writer,
EIB, DTS, or Studio.
Reports
Three (3) specific custom reports are in Scope for this project. The hours identified for custom reporting support is inclusive of design
discussions, requirements gathering, configuration, testing and KT.
Prism
The Prism use cases(s) below are included in the Scope of this SOW:
•
Up to four (4) Source System Tables
•
Use of Existing Security
•
Low Transformation Complexity
•
One (1) Discovery Board
•
One (1) Low Complexity Report
•
One (1) Medium Complexity Report
•
Two (2) DA Reviews
•
Two (2) Migrations
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
36
Workday Extend
CSLLC has included up to three hundred (300) hours for the identification, configuration and testing of one (1) use case for Extend.
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
37
Appendix C – Sample Change Order Form
Project Change Order
This Change Order form is used for requesting, documenting and approving changes to the Workday
deployment or other applicable service offering, including, but not limited to, changes to the project’s
Scope, changes for a major configuration element, timeline/schedule changes, integration
specifications changes, addition of resources or any other Deliverable change from the originally
planned Workday deployment or applicable service offering.
Summary
Client:
XYZ Client
SOW/Project
Name:
Project ID # / Project
Name as it exists in
Workday
Change
Order #:
C01 (adjust as
appropriate)
Project
Manager
(Client):
Project Manager
Name, XYZ Client
Project
Sponsor
(Client):
Project Sponsor
Name, Title
Engagement
Manager
(CSLLC):
Engagement
Manager Name,
Collaborative
Solutions, LLC
(“CSLLC”)
Acceptance
Due Date:
The date by which
Client will need this
approved in order to
avoid negative
Project Schedule
impact.
Change
Type:
Type of change. For
example: integration
change, request for
additional
functionality, change
in SOW estimate
based on design
sessions, etc.
(usually more
applicable to Phase
One (1) or Phase
Two (2) projects.)
Select one (1):
Term Extension (zero
(0) budget add)
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
38
Term Extension
(additional hours
added)
Change in Scope
(additional hours
added)
Change in Scope (no
additional hours
added)
Other (detail in
request description)
Impact
Assessed
by:
List those assessing
the impact. Normally
the CSLLC EM,
Functional or
Integrations
Consultant, and
possibly someone on
the Client side.
Priority:
High, medium, or low
based on need for
the change.
Billing:
Select one (1):
Bill under current
project
Bill separately under
current project
Bill separately under
new project
Contract
Line Type:
Describe the billing
basis. For example:
Time & Materials,
Fixed Fee
Installment/Milestone,
Prepaid,
Subscription. For “Bill
under current
project,” the billing
basis of this Change
Order MUST match
the applicable SOW’s
billing basis.
Is new PO#
required?
Select one (1):
New PO# (insert
PO#)
PO# to be created
after receiving
countersigned
documents
No new PO# needed
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
39
Request Description
<<Describe the change and why it is needed. It is important to describe why this was not estimated
correctly in the SOW or where the change occurred. For example:
Adding a new integration for Aetna, COBRA, Qualifying Event. Original integration listed on the SOW
addressed only Aetna PPO/HMO, did not specify COBRA. Additional forty (40) hours added to cover
COBRA QE.>>
If this CO is for an extension, please include the number of hours and budget remaining on current
project.
Business Purpose / Reason for Change
<<Describe the purpose/reason for change and be sure to explain the impact to NOT doing the
change. For example:
Client offers COBRA coverage for any employees eligible for a COBRA Qualifying Event; this was not
included in the original SOW estimate. If Client does not approve this change Client will not be able to
provide COBRA coverage.>>
Impact Assessment
Project
Activities
Affected:
Describe the additional work that needs to be done. For example: Create one (1)
additional integration or three (3) new performance templates need to be
configured, etc.
Deliverables
Affected:
Describe Deliverables affected. For example:
One (1) additional interface file to be delivered to Aetna will be produced.
Project
Schedule
Impact:
Describe schedule impact, if any. For example:
Architect & Configure stage will be extended by one (1) week to complete all
integrations.
Include the original end date and new end date, if extending the term of the SOW.
Pricing
Modifications
Modifications to the Pricing are as follows:
Role
Rate
Hours
Cost
Executive
Strategy Manager
Senior Functional Architect (Consulting
Director)
Engagement Director (Portfolio Director)
Engagement Manager
Functional Architect
Senior Principal Consultant
Principal Consultant
Consultant
Analyst
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
40
Total
<<total>>
Payment Terms – If Client is adding hours
•
Time & Materials SOW: This Change Order will be billed monthly on a Time and Materials (“T&M”)
Basis based on actual usage at the rates set forth in the SOW and as identified in the Pricing
Modifications above.
•
Prepay SOW: This Change Order will be invoiced upon execution by both Parties at the rates set
forth in the SOW and as identified in the Pricing Modifications above.
Assumptions
•
Describe any new Assumptions different from the SOW. For Example:
•
Client will provide the requirements for the new integration.
•
If not different from the SOW, add “All Assumptions from the SOW dated XX December XXXX
apply to this Change Order”, otherwise, if there are new Assumptions different from the SOW, list
them here.
Authorization
Client
Authorization
Signature
Collaborative
Solutions,
LLC
Authorization
Signature
Name
Name
Job Title
Job Title
Date
Date
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
41
Appendix D – Detailed Functionality and Data Conversion Scope
As the team and the project continues to progress into all stages of the project, there will be a review of
the overall Scope and may re-align as the team come out of discovery and again after alignment
sessions.
Workday foundational elements such as dashboards, reporting, analytics, business process framework
and employee self-service are built into every Workday module.
During Client deployment, the following elements will be in Scope for Client’s Workday Launch
package.
The Scope set out below describes the implementation of the Workday functional elements
and/or modules (the “Product”) in terms of organization, functionality, data conversion,
integrations, reports, change management, and training which will be a part of the project.
Foundation
Product
Description
Scope
Foundation
Foundation Features
Payment Elections & Associated
Rules
Pre-Packaged Business
Processes
Workday Assistant (With ISA Opt
In). Excludes custom security
groups.
Standard Notification Templates
Delivered notifications
Organizations
Organizational Management
Staffing Management
Up To fifteen (15) Legal Entities
(Companies and Company
Hierarchies)
Up to three hundred (300)
Supervisory Organization and
Hierarchy
Up to three hundred (300) Cost
Centers and Cost Center
Hierarchy
Up to four (4) Custom
Organization Types and
Hierarchy
Locations and Location
Hierarchy
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
42
Product
Description
Scope
Region and Region Hierarchy
Up to three (3) Pay Groups
Security
Multi-Factor Authentication
Delivered User and Role Based
Security Groups
Setup
English Language Support
Global Address Localization
Mobile
Currency
Duplicate Management
Worker Data
Contingent Worker Types
Personal Information
Contact Information
Position and Job Profile
Assignment
Employee Types
Reporting
Standard Dashboards &
Analytics
500+ Delivered Reports
HCM
Product
Description
Scope
HCM
Compensation
Basic Compensation
Management
Grade and up to one hundred
(100) Grade Profiles
Single Compensation Package
Up to one (1) Salary Plan
Up to one (1) Hourly Plan
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
43
Product
Description
Scope
Up to fifteen (15) Allowance
Plans - excluding Reimbursable
Allowance Plans
Up to fifteen (15) One Time
Payment Plans
Delivered Compensation Basis
Jobs and Positions
Job Catalog (Job Family Groups,
Job Families, Job Profiles)
Position Management Staffing
Model
Management Types &
Management Level Hierarchy
Onboarding
Up to fifteen (15) static
documents for Onboarding
Review
Up to two (2) Custom
Onboarding Templates
Up to one (1) Announcements for
onboarding
I-9 Functionality
Organization
Organizations (Supervisory, Cost
Center, Company, Region,
Location, Custom) and
Associated Hierarchies
Up to one (1) Exit Survey
questionnaire with up to twenty
(20) questions, routed to existing
security group. Excludes custom
reporting of responses
Security Groups
Up to three (3) Regulatory
Required Custom Security
Groups
Setup
Event Categories and Reasons
Multiple Jobs
Employee and Manager Self-
Service
Worker Types
Tenant Branding
Skills Cloud (With ISA Opt In)
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
44
Product
Description
Scope
Messaging
Union Tracking (Worker Data
Only)
Delivered Probation Periods
Contingent Worker Types
Up to four (4) Funds Associated
to Worker / Position as Custom
Organizations/Worktags
Up to four (4) Grants Associated
to Worker / Position as Custom
Organizations/Worktags
US Operations Only
Worker Data
Personal Data, Contact
Information, ID Information
Emergency Contact Information
Employee Photos
Delivered Service Dates
Shifts
Reporting
Review Delivered Reports
Enable Delivered Dashboards
(Workforce Composition, Report
Auditor)
Modifiable Business Processes
Hire Employee
Create Position
Request One Time Payment
Contract Contingent Worker
Onboarding (New Hires)
Termination
Change Job
Request Compensation Change
End Contingent Worker Contract
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
45
Product
Description
Scope
Onboarding Setup
Edit Position Restrictions
Add Additional Job
Edit Position
Data Conversion
Up to six thousand eight hundred
forty-nine (6,849) Active FSE
Employees or Contingent
Workers Including Current
Personal Data, Current Contact
Data, and Current Job Record
Terminated employees who
received payment in the current
year, and contingent workers
with contracts ended in the
current year (Using Worker
Object)
Up to three thousand (3,000)
Additional Terminated Workers
(Using Former Worker Object)
Attachment of Third-Party
Documents
Compensation – Current
Compensation Data and
Compensation effective as of
Benefits effective date
Unlimited Job and Compensation
History (Using "Previous System
History")
Transactional History excluded
Benefits
Product
Description
Scope
Benefits
Setup
Benefits configured for up to one
(1) country
Plan Year Definition; one (1) for
Program Year, one (1) for
Ongoing
Up to five (5) Benefit Groups
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
46
Product
Description
Scope
Benefit Defaults
Plans
Administer Benefits for most
commonly offered plan types,
including Health Care (Medical,
Dental, Vision), Insurance (Life,
Disability), Spending Accounts
(Dependent, Health Care),
Health Savings Accounts,
Retirement Savings, and
Additional Benefits Plans (Pet
Insurance, Gym Membership,
EAP, Critical Illness, and Long
term Care)
Up to thirty (30) Benefit Plans
(including Eligibility Rules,
Coverage Tiers, Rates, and other
components)
Individual Rates
Benefit Annual Rates
Up to three (3) Plan Year
Definitions (current year,
subsequent year, ongoing plans)
Healthcare Election Guidance -
Configure expanded plan details
for up to five (5) Healthcare
Plans
Enrollment
Cross Plan Enrollment Rules
Enrollment Event Types
(including Eligibility Changes,
Life Events, and Reinstatement
Events)
Up to one (1) Enrollment Event
Rule
Passive Event Rules
Up to one (2) Open Enrollments
Evidence of Insurability
Manage Evidence of Insurability
Affordable Care Act
Core ACA Functionality: ACA
Measurement Periods and
Eligibility, Setup for 1094-C and
1095-C Reports
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
47
Product
Description
Scope
COBRA
Manage COBRA Eligibility
Designations for Participants
Who Lose Coverage
Modifiable Business Processes
Change Benefits for Life Events
Change Benefits
Dependent Event
Add Retiree Status
Change Beneficiary
Change Retirement Savings
Remove Retiree Status
Passive Event
Data Conversion
Current Benefit Elections
Medical History for Current Year
for ACA Reporting
Retiree Benefits
Up to one (1) Retiree benefit
group utilizing a shared plan
(does not include Medicare or a
surviving spouse plan)
Up to one (1) Retiree
Organization
Data Conversion
ACA Worker Hours and Wages
Dependents & Beneficiaries
Benefit Annual Rates
Worker Wellness and Tobacco
Usage
Current Compensation Data and
Compensation effective as of
Benefits effective date
Absence
Product
Description
Scope
Absence
Holiday Calendars
Up to five (5) Holiday Calendars
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
48
Product
Description
Scope
Up to five (5) Holiday Calendar
Rules
Leave of Absence Types
Up to ten (10) Leave Types with
up to five (5) with Leave
Entitlements limited to Primary
Position
Time Off Plans
Up to ten (10) Accruing Time Off
Plans On Primary Position
Up to 6 (6) Non-Accruing Time
Off Plans On Primary Position
Third-Party Calendar
Absence Third-Party Calendar
(Microsoft Outlook or Google
Calendar) - Functional
Configuration Only
Modifiable BPs
Correct Time Off
Request Leave of Absence
Request Return Leave of
Absence
Request Time Off
Data Conversion
Time off Balance Conversion
Included
Active Leaves for the Previous
twelve (12) Months (balance as
of go-live date, not daily
conversion). Leave History will
be converted for FMLA (12
months) and for Military (2 years
rolling)
Time Off Events are included for
Sick SSL and Sick Conversion
history; all future dated time offs
will be converted at go live
Time Tracking
Product
Description
Scope
Time Tracking
Alerts and Validations
Up to three (3) Alerts
Up to five (5) Time Entry
Validations
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
49
Product
Description
Scope
Schedules and Calendars
Up to three (3) Period Schedules
(a.k.a. Pay Schedule)
Up to twenty (20) Work Schedule
Calendars
Security
Up to two (2) Security Groups to
Support Employee Self Service
and Manager Self Service
Up to two (2) security groups to
support security requirements
related to Web Clocks
Time Calculations
Up to thirty (30) Time
Calculations
Up to ten (10) Time Calculation
Groups
Up to five (5) Worktags
Time Entry
Up to six (6) Time Entry
Templates
Up to twenty (20) Time Entry
Codes
Up to ten (10) Time Code
Groups
Reporting
Time and Absence Dashboard
Review Time Task
Modifiable Business Processes
Assign Work Schedule
Enter Time
Reported Time Batch Event
Data Conversion
In Scope for Go-Live for specific
data.
Payroll (United States)
Product
Description
Scope
Payroll (United States)
Banking
Payment Election Rules
Up to two (2) Bank Accounts with
up to two (2) Routing Rules,
Delivered Check Layout
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
50
Product
Description
Scope
Financial Institutions
Checks and Payslips
Delivered Check and Payslip
Layouts
Costing Allocations
Up to eighty (80) worker costing
allocations including:
Configuration & Conversion of
employee costing allocations
across multiple accounting
dimensions Testing/Validation of
allocations from BP approval
through Payroll to the General
Ledger
General Ledger
Fiscal Posting Intervals,
Schedules, Summary Schedules,
Fiscal Years
Journal Sources, Ledger, Ledger
Types, Account Sets, Account
Posting Rules
Pay Components
Up to one hundred and fifty (150)
Pay Components (Earnings and
Deductions)
Net Pay Validation and Arrears
Pay Accumulations, Pay
Balances, Pay Component
Groups, Tax Authority
Payroll Processing
Up to three (3) Pay Groups
Commitment Accounting to allow
for the tracking and control of
payroll costs associated with
filled and unfilled positions.
Up to one (1) Run Category
Off-Cycle Payments
Retro Processing
Audit Report Configuration
Payroll Involuntary Withholding
Orders and Deduction Recipients
Processing
Period Schedules
Up to three (3) Period Schedules
for Payroll
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
51
Product
Description
Scope
Generate Period Schedule
Periods
FLSA Work Period Calendar
Rules
Tax Reporting
Up to three (3) Companies for
Payroll
Company Federal, State and
Local Payroll Tax Reporting (not
to exceed 4 states)
Workday Delivered W-2
Configuration
Payroll Tax Filing Configuration
(Workday Delivered Payroll Tax
Period Reporting)
Modifiable Business Processes
Settlement Run Event
Assign Pay Group
Payment Release Event
Data Conversion
Payroll Balances for Current
Year
Worker Tax Elections
Withholding Orders Excluded
(Manual Data Entry Required)
Worker Payment Elections
Current Costing Allocations
Worker Tax Treaties
Scheduling
Product
Description
Scope
Scheduling
Product Scope
Customer is on Workday HCM.
Regions
The Countries in Scope are
United States
Up to one (1) time zones in
Scope.
Worker Count
Up to two thousand (2,000)
workers in Scope
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
52
Product
Description
Scope
Organizations
A re-organization of the
Supervisory Organization
structure, and/or Custom
Organization structure is not in
Scope for this deployment.
Eligibility
There are 1 Schedule Tag Types
in Scope for this deployment.
Business Processes
Workers will track their
availability in Workday.
Workers will track their
Preferences in Workday.
Workers will leverage the Open
Shift/Take Back Shift/Cover Shift
and/or Swap Shift Business
Processes.
User Experience
Employee Self service is in
Scope.
Manager Self Service is in
Scope.
Mobile
Workday Mobile is in Scope.
Data Conversion
Worker Availability will be loaded
prior to Go-Live.
Worker Preferences will be
loaded prior to Go-Live.
Worker Overrides will be loaded
prior to Go-Live.
Workday Journey
Product
Description
Scope
Workday Journey
Journey Path
Delivered Transition to New
Manager Journey
Journey Builders
Up to three (3) Journey Builders
deployed to all populations
Up to four (4) Journey Step
Groups per Journey Builder
Up to ten (10) Journey Steps
within each step Group
Journey Setup
Mass Operation Management
preparation, including up to one
(1) audience custom report
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
53
Product
Description
Scope
Modifiable BP
Business Process Action Step
configuration
Journey Distribution Business
Process (ad hoc distribution)
Data Conversion
Not Applicable
Workday Help
Product
Description
Scope
Workday Help
Help Setup
Up to ten (10) Case Types
deployed to all populations that
will use the Help case
management functionality.
Up to two (2) questionnaires in
total with maximum of three (3)
questions per questionnaire & no
branching questions - Same
questionnaire can be used on
multiple case types
Service Teams
Case Solver and Confidential
Case Solver role assignments
Up to five (5) Service Teams with
SLAs defined per Service Team
Knowledge Base
Support customer owned
Knowledge Base Article creation
Up to twenty (20) knowledge
management categories
Up to three (3) article audience
rules
Up to five (5) knowledge
management audiences
Reporting
Delivered reports to display on
the delivered Help Dashboard
Modifiable BPs
One (1) feedback questionnaire
used for all in-Scope populations
on the Resolve Case business
process - No extra to-dos, steps,
notifications
Data Conversion
No Migration of Historical Cases
or Knowledge Management
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
54
People Analytics
Product
Description
Scope
People Analytics
Setup
Workday shall deploy the People
Analytics functionality in Customer’s
implementation tenant.
Workday shall migrate the People
Analytics functionality to Customer’s
Production tenant.
Accounting
Product
Description
Scope
Accounting
Allocations
Up to five (5) Allocation
Definitions
Book Codes and Books
Multi-Book Accounting (GAAP
and non-GAAP)
Financial Accounting Structure
Ledgers to Track Actuals, Pre-
Encumbrances, and
Encumbrances
Balancing by Company and Fund
Single Primary Chart of Accounts
for All Companies
Two Fiscal Schedules
YE 6/30 and YE 12/31
USD only
Journals
Import Journals via Spreadsheet
Up to ten (10) Custom
Validations
Statistics
Up to two (2) Statistics definitions
Modifiable Business Processes
Accounting Journal Event
Accounting Adjustment Event
Accounting Journal Unpost Event
Data Conversion
Single Summarized Journal for
Each Company Per Period with a
Maximum of One Fiscal Year
Plus Current YTD
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
55
Product
Description
Scope
Transactional Journals Not
Converted
Banking & Settlements
Product
Description
Scope
Banking & Settlements
Bank Reconciliation
Bank Reconciliation (automated
and manual)
Foundation Delivered Bank
Reconciliation Matching Rules
(2) and First Notice Rules (3)
only (Parsing Rules Excluded)
Banking Setup
Bank Account Management
Financial Institutions to Correlate
with Bank Accounts
Up to 10 Bank Accounts
Settlement
Settlement
Bank Routing Rules
Bank Account Transfer / Bank
Account Transfer for Settlement
Positive Pay
Settlement Event
Bank Account Transfer for
Settlement
Bank Account Event
Ad Hoc Payment Event
Modifiable Business Processes
Ad Hoc Bank Transaction
Beginning Bank Statement
Balance
Unreconciled Open items
Budgets
Product
Description
Scope
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
56
Budgets
Loading Plans
Import Budget via Spreadsheet
Up to ten (10) Custom
Validations
Plan Setup
Financial Budget only
Up to 2 Plan Structures (One for
Summary, One for Detail)
Plan Templates
Up to 4 Plan Templates (Two for
Adopted Detail/Summary, Two
for Amended Detail/Summary)
Modifiable Business Processes
Plan Event
Budget Amendment Event
Data Conversion
Current Year Budget Data
Capital Assets
Product
Description
Scope
Capital Assets
Asset Accounting
Asset Sharing
Asset Book Rules
Asset Adjustments
Multi Book Asset Accounting
Asset Maintenance
Asset Reclassification
Capital Assets Tracking
Asset Custodianship
Pooled Assets
Asset Transfer
Modifiable Business Processes
Asset Registration
Data Conversion
Active Capitalized Assets
Tracked Expensed Assets (No
Cost)
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
57
Customer Accounts
Product
Description
Scope
Customer Accounts
Cash Sales
Cash Sale
Customer Collections
Customer Invoice Maintenance
Customer Statement
Receivable Write Off
Receivable Aging
Collections and Dispute Activities
Customer Portal
Interest and Late Fees
Customer Invoices
Customer Invoice (Delivered
Template, not custom)
Up to ten (10) Custom Validations
Dunning Letters (Delivered
Template, not custom)
Customer Payments
Customer Payment Processing
Delivered Auto-Apply Payment
Rules Only
Customer Deposit
Customer Refunds
Customer Refund
Modifiable Business
Processes
Bad Debt Write off Event
Customer Event
Customer Invoice Event
Customer Refund Event
Data Conversion
Open Account Receivables Items
Customers With Activity Within 6
Months Prior to Go-Live
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
58
Supplier Accounts
Product
Description
Scope
Supplier Accounts
1099 Reporting
1099 Adjustment
1099 Suppliers
Supplier Contracts
Supplier Contracts (Scheduled or
Manual Invoice Contract Types
Only)
Leased Supplier Contracts not
included
Supplier Invoices
Recurring Supplier Invoice
Supplier Invoice Attributes
Supplier Invoice Retention
Prepaid Spend Amortization
Up to ten (10) Custom
Validations
Remittance Advice (Standard
Format CSV File)
Supplier Invoice Matching Rules
(5)
Suppliers
Purge Supplier Information
Supplier Connections
Supplier Request
Supplier Portal configured in
Strategic Sourcing
Modifiable Business Processes
Supplier Invoice
Supplier Change Event
Recurring Supplier Invoice
Supplier Event
Supplier Request Event
Data Conversion
No open Accounts Payable
conversion
Up to one hundred (100) Open
Supplier Contracts
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
59
Product
Description
Scope
Current year to date 1099
balance
Up to one thousand (1000)
Suppliers and Supplier
Connections for those suppliers
within 6 months prior to Go-Live
Customer Contracts
Product
Description
Scope
Customer Contracts
Contract Schedules & Templates Contract Billing (Not Project
related)
Billing and Revenue Schedule
Templates
Revenue Recognition (Not
Project related)
Revenue Recognition Schedule
Templates
Customer Contracts
Primary Customer Contract
Setup Only (no alternate
contracts)
Transaction Tax
Manual selection on transactions
for tax configuration. Tax
Defaulting logic is not included.
Modifiable Business Processes
Customer Contract Event
Customer Contract Amendment
Event
Data Conversion
The Remaining Balance of up to
two hundred and fifty (250)
Active Customer Contracts and
Open Fixed Fee Customer
Contract Line Types in Base
Currency of the Company Will be
Converted.
Expenses
Product
Description
Scope
Expenses
Expense Credit Cards
Spend Authorization
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
60
Product
Description
Scope
If Corporate Liability card exists,
then you must purchase related
integration
Expense Rate Tables
Up to fifteen (15) Expense Items
Per Diem and Mileage Rate
Tables Based on Standard GSA
Rates
Expense Reports
Processing of Expenses Reports
for Workers
Up to ten (10) Custom
Validations
Up to five (5) Custom Expense
Item Attributes
Expense Report Instructions
Mobile Enablement
Note: If Credit Card Integration(s)
is included In Scope, it will be for
Expenses related to Worker T&E
Expenses Only
Modifiable Business Processes
Expense Report Event
Data Conversion
Worker Payment Elections for
Expense Payments
Inventory
Product
Description
Scope
Inventory
Inventory
Inventory for internal
consumption only, not for retail or
resale
Perpetual average cost valuation
method
Inventory fulfillment
Sourcing requisitions from
inventory
Inventory replenishment
Put-Away rules
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
61
Product
Description
Scope
Inventory Counting
Ad-hoc and Cycle inventory
counts
Inventory Setup
Up to two (2) inventory sites and
up to one thousand five hundred
(1,500) stocking locations
Up to one thousand five hundred
(1,500) purchase items, stock
and non-stock, including item
identifiers, stocking units of
measure, and unit of measure
conversion factors
Inventory adjustment reasons, ad
hoc adjustment reasons
Modifiable Business Processes
Quick Issue
Inventory Stock Request Event
Inventory Pick List Event
Data Conversion
Data conversion of inventory
balances
Procurement
Product
Description
Scope
Procurement
Procurement Setup
Punchout Configuration – up to 1
Punchout Vendors
Purchase Orders
Purchase Order (Delivered
Template, not custom)
Receipts
Receipt
Requisitions
Configure up to 5 requisition
types
Supplier Contracts
Supplier Contract (Excludes
Lease Supplier Contracts)
Suppliers
Supplier Invoice Matching Rules
(5)
Matching Override
Supplier Retention
No Supplier Portal
Modifiable Business Processes
Requisition Event
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
62
Product
Description
Scope
Change Order Event
Supplier Contract
Purchase Order Event
Supplier Accounts Match Event
Supplier Contract Amendment
Supplier Accounts Match
Exception Override Event
Receipt Event
Data Conversion
Up to one hundred (100) Open
Approved Purchase Orders
Up to three hundred (300) Open
Supplier contracts
Projects
Product
Description
Scope
Projects
Project Setup
Capital Projects only
Up to ten (10) Custom
Validations
No Project Budgets
Modifiable Business Processes
Create Project
Edit Project
Data Conversion
CIP – Construction in Progress
Active Projects & Project Assets
at Time of Go-Live
Workforce Planning
Product
Description
Scope
Workforce Planning
Metrics
Start / Hire and End dates
Headcount FTE Attrition, Grade
salary range
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
63
Product
Description
Scope
Tenure, Leave of Absence Cost
per headcount / Revenue per
headcount, etc. Average time to
hire
Compensation Calculations
Up to two (2) Personnel Expense
models (current roster and open
positions) - With up to three (3)
Employee Groups: Salary,
Hourly and Contingent Labor. -
Up to five (5) Labor Unions
included in scope
Manual Data Entry for Transfers,
Splits, Planning Allocations by
Level (Single-Step, Not Sourced
from Workday Payroll) Manual
changes made in one version do
not persist upon a refresh of data
from source.
Fringe Benefits and Tax Rates: -
Fringe Benefits are calculated as
a percent of total pay or flat
amount based on location. -
Taxes are calculated as a
percent of total pay. - No caps on
benefits or taxes.
Merit and Bonuses are
calculated as a percent of total
pay based on role, worker or
total company.
Structure
Budget and Forecast up to one
(1) year out. All planning periods
will use a common / single
methodology.
Top Down (by level and two (2)
dimensions) and Bottoms Up.
Trended Workers for historical
reporting by headcount
Planning occurs in time periods
of months, quarters or years
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
64
Product
Description
Scope
Consistent Calendar and HR
Metrics across the organization
Supervisory Organization is
required as a structural element
either as a dimension or level
Up to twenty (20) Legal Entities
and 20 Entity Currencies (Single
Currency per Entity, Single
Currency per Worker)
Security
Enable security on Levels and
configure Dimensional Access
Control for up to one additional
dimension
Reporting
Conduct up to 6 remote hands-
on workshops (up to two hours
each) to walk-through building
reports/dials/dashboards. -
Provide best practice guidance
around design - Consult with
Customer on specific dial design
challenges; - Help Customer with
how-to questions. - Reports and
Dashboards to be completed by
Customer prior to End to End
Testing.
Training and Enablement
Admin training: includes training
for up to 10 power users on
administrative responsibilities
and maintenance of the system
for up to 4 hours.
End-user documentation and end
user training
Final review & testing: Support of
Customer UAT scripts
development
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
65
Product
Description
Scope
Workday Data Management
Workday shall configure the
automation synchronization of
the following metadata and data:
- Metadata: Accounts
- Metadata: Levels
- Metadata: Dimensions &
Attributes (up to twenty (20)
- User Sync
Workday shall define and
configure required advanced
reports and Workday Data
Source for the following sources
of data within the Customer’s
Workday Tenant: - Import current
personnel roster - Import open
positions / requisitions - Import
Fx Rates
Not Included
Payroll or Payroll Costing
Allocations as a source General
Ledger as a source Advanced
Compensation Eligibility Rules as
a source Action Events as a
source
Grants
Product
Description
Scope
Grants
Awards
Award Contracts and required
attributes
Award Schedules
ALN Assistance Listing Number
No Award Plan Structure and
Award Budgets
Sponsor Billing
Award Billing for Cost
Reimbursable and Fixed Cost
Awards
Sponsors
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
66
Product
Description
Scope
Sponsor Payment Processing and
Application
Sponsor Payment Processing
Modifiable Business Processes
Award Event
Award Correction
Award Amendment
Security Roles and Assignments
for Award and Grant reporting
and routing
Data Conversion
Grants/Grant Hierarchies, Roles
Assignments
Open Sponsor Invoice Balances
Sponsors associated to Active
Awards
Award Contracts active at Go-
Live
No Award Life to Date
Conversion. Balances will be
included in GL Conversion
Strategic Sourcing
Product
Description
Scope
Strategic Sourcing
System Configuration
Configure global settings
Configuration of Single Sign-On
access. Workday will be primarily
responsible for configuration of
Single Sign-On (SSO) access
Configuration of API Tokens for
Supplier Connector.
Suppliers
Configure custom field groups
and custom fields required for
the Supplier Profile
Provide Supplier import template.
Import up to thirty thousand
(30,000) Suppliers. Supplier
import is only in Scope if the
Supplier Connector is out of
Scope
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
67
Product
Description
Scope
Strategic Sourcing
Configure RFx Template(s),
including the description,
questionnaires & worksheets
Configure up to two (2) RFx
templates
Pipeline Projects
Edit default fields and configure
custom fields & custom field
groups
Configure up to three (3) Pipeline
Project Types
Customize Project layouts
Configure Financial Details
settings
Provide Project import template
Data must be formatted per
Workday’s import template
requirements & data validations
Import up to five thousand (5000)
Pipeline Projects. Workday will
be primarily responsible for
loading Pipeline Projects
Product
Description
Scope
Contract Lifecycle Management
Workflow Intake Configuration
Configure up to 5 workflows
total to support up to 5 contract
types
Configure up to 50 workflow
dynamic fields per contract type
Folder Structure and Security
Establish segmented user
security for up to 5 document
folders
Support migration of up to 5,000
contract document files
(maximum contracts under
management dependent on
separate agreement with
Workday)
Dashboards
Configure up to 10 dashboards
Contract Intelligence
Configure up to 15 AI models
(maximum number available
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
City of Chandler, Arizona and Collaborative Solutions, LLC Statement of Work
October 27, 2025
This SOW is proprietary and confidential to Collaborative Solutions, LLC.
68
Product
Description
Scope
dependent on separate
agreement with Workday)
Assist workstream leads in AI
model training
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
1
MASTER SERVICES AGREEMENT
This Master Services Agreement (this “Agreement”), dated as of October 27, 2025, is made by
and between City of Chandler, Arizona, a municipal corporation with its principal office located
at 175 South Arizona Avenue, Chandler, Arizona 85225, United States of America (“Client”), and
Cognizant Worldwide Limited, a United Kingdom limited liability company with its principal office
located at 280 Bishopsgate, Liverpool Street, London EC2M 4AG, United Kingdom (“CWW” or
“Cognizant”). In addition, Cognizant Technology Solutions U.S. Corporation (“CTS US”) shall
execute this Agreement together with Cognizant solely for the purpose of acknowledging that
CTS US is authorized to perform for Cognizant any Services to be provided to Client in the United
States of America pursuant to a relevant Statement of Work (as defined below), which CTS US
or another U.S. Affiliate may also execute for such purpose as provided in Section 1.1. For the
purposes of this Agreement, Client and Cognizant may each be referred to as “Party” or,
collectively, as the “Parties.” The Parties, intending to be legally bound, hereby agree as follows:
1.
SERVICES.
1.1
Services. Cognizant and Client will develop and enter into one or more statements of
work incorporating a description of the specific services to be provided, each in a form mutually
agreed by the Parties (a “Statement of Work” or “SOW”). Each Statement of Work will set forth,
among other things, project scope, various project activities and tasks to be performed by the
Parties, and roles and responsibilities of the Parties. Cognizant may provide to Client the following
types of services as, and to the extent, described in each Statement of Work: (i) the management
of certain business and IT operational services, which may be performed either onsite or from
remote locations (“Managed Services”); (ii) certain consulting, development, integration and or
other support services provided in addition to the Managed Services (“Professional Services”);
and (iii) any other services described as Cognizant’s obligation in a Statement of Work,
(collectively the “Services”). In addition, Cognizant will provide to Client certain results or proceeds
of the Services that are defined as deliverables in each Statement of Work (collectively, the
“Deliverables”). Each Statement of Work shall specifically identify this Agreement and indicate
that it is subject to the terms hereof and be executed by Client and Cognizant. Unless otherwise
set forth herein or expressly identified in the SOW as a modification to a specified provision of
this Agreement, to the extent there are any conflicts or inconsistencies between this Agreement
and any Statement of Work, the provisions of this Agreement shall govern and control. Cognizant
may engage any Affiliate (as hereinafter defined) of Cognizant to provide Services and
Deliverables to Client and any Affiliates of Client for Cognizant under this Agreement. For SOWs
executed in connection with work to be performed for Client in the United States of America, and
solely to the extent that employees of a U.S.-domiciled Cognizant Affiliate who are foreign skilled
workers are required for the provision of Services by Cognizant in connection with such SOW,
such Cognizant Affiliate may also execute such SOW solely for the purpose of providing Services
to Client for Cognizant. Any Affiliate of Cognizant may itself provide Services directly to Client and
any Affiliates of Client under this Agreement by executing SOWs in its own name, exclusive of
Cognizant, and only for the purposes of any such SOW(s), shall be considered “Cognizant” as
that term is used in this Agreement. The initial SOW will be executed by Cognizant’s Affiliate,
Collaborative Solutions, LLC. Cognizant will remain responsible for the performance of Services
by its Affiliates. Any Affiliate of Client may enter into SOW(s) with Cognizant or any Affiliate of
Cognizant and, only for the purposes of any such SOW(s), shall be considered “Client” as that
term is used in this Agreement. As used herein, the term “Affiliate” means any entity that controls
or is controlled by or is under common control with Cognizant or Client, as applicable, where
“control” means possessing, directly or indirectly, the power to direct or cause the direction of the
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
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management, policies and operations of such entity, whether through ownership of voting
securities, by contract or otherwise.
1.2
Deliverables and Acceptance. Deliverables, if any, under this Agreement will be as set
forth under any SOW. Each SOW will describe, if applicable, the Deliverables that Cognizant is
obligated to furnish to Client hereunder, the acceptance criteria for each of the Deliverables (the
“Acceptance Criteria”) and the completion criteria, if any, to signify completion of each phase of a
project. Client shall review, evaluate and/or test, as the case may be, each of the Deliverables
within the applicable time period set forth in a SOW (with respect to each Deliverable, the
“Acceptance Period”) to determine whether or not such Deliverable satisfies the applicable
Acceptance Criteria in all material respects. If Client does not furnish a written notice to Cognizant
specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects
prior to the end of the Acceptance Period therefor and/or if Client commences using the
Deliverables commercially or in a production environment, then Client will be deemed to have
accepted such Deliverable. If any Deliverable fails to satisfy its Acceptance Criteria in any material
respect, then Client will notify Cognizant in writing specifying the respects in which such
Deliverable does not conform to the applicable Acceptance Criteria and what modifications are
necessary to make it conform thereto. Thereafter, Cognizant shall use its diligent commercially
reasonable efforts to modify such Deliverable to so conform and the Deliverable will be
resubmitted for acceptance by Client. If, after three attempts, Cognizant is unable to remedy any
non-conforming portion of any Deliverable, Client may terminate pursuant to Section 12.2 herein.
2.
PROJECT SCHEDULE; CHANGES.
2.1
Project Schedule; Changes. Each Statement of Work will set forth the projected work
effort and schedule applicable to the Services. All statements and agreements concerning time
are based upon information available and circumstances existing at the time made, and each
Statement of Work may be subject to equitable adjustment upon any material change in such
information or circumstances, the occurrence of an excusable delay (as provided for in Section
2.2 hereof) or upon modification of the scope, timing or level of work to be performed by
Cognizant. Either Party will be entitled to propose changes. It is mutually acknowledged that any
such change may affect the fees or charges (“Charges”) payable to Cognizant and/or the project
schedule. Neither Party shall have any obligation respecting any change until an appropriate
written change order or amendment to the applicable Statement of Work is executed and
delivered by both Parties.
2.2
Excusable Delays and Failures. Cognizant will be excused from delays in performing,
or from a failure to perform, hereunder to the extent that such delays or failures result from causes
beyond Cognizant’s reasonable control (collectively “Unforeseen Delay Event”) if Cognizant
provides Client with written notice within ten (10) days of the Unforeseen Delay Event and the
period of time that Cognizant’s performance will be delayed, to the extent known. Cognizant’s
performance will be excused solely for the amount of time specified in the Cognizant’s written
notice. Without limiting the generality of the foregoing and Cognizant’s duty to provide notice of
Unforeseen Delay Event to Client, Client acknowledges that Client’s failure or delay in furnishing
necessary information, equipment or access to facilities, delays or failure by Client in completing
tasks required of Client or in otherwise performing Client’s obligations hereunder or under any
Statement of Work and any assumption contained in a Statement of Work which is untrue or
incorrect may constitute an excusable delay or excusable failure to perform hereunder and may
impede or delay completion of the Services
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
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3.
PAYMENT.
3.1
Project Charges and Reimbursable Items. Client shall pay to Cognizant the Charges
set forth in each Statement of Work, which such Charges shall be subject to adjustment by
Cognizant annually unless otherwise expressly agreed in the applicable Statement of Work. Client
will also reimburse Cognizant for all reasonable out-of-pocket travel, living and other ancillary
expenses paid or incurred by Cognizant in connection with the Services and any other
reimbursable items set forth in each Statement of Work, in accordance with then-current GSA
rates. Cognizant will have no obligation to perform any Services when an undisputed amount
required to be paid beyond the date such amount is due. Any suspension of Services by
Cognizant as a result of Client’s failure to make payment as required may extend the due dates
of Deliverables and other Services if the due dates are critical to satisfy the Services deadlines
under the relevant SOW.
3.2
Invoices; Payments. Cognizant will invoice Client for all Charges and reimbursable items
payable to Cognizant on a monthly basis or otherwise in accordance with the schedule set forth
in the relevant Statement of Work as such payments are due. Client will pay the undisputed
invoiced amount in full within forty-five (45) days of the date of each invoice, without deduction,
setoff, defense or counterclaim for any reason; provided that the Client may withhold amounts
disputed reasonably and in good faith pending resolution of such dispute. Client will pay interest,
at 1.5% per month (or part thereof), on the amount shown on any invoice that is paid later than
forty-five (45) days after the date of the invoice, other than such amounts that are disputed in
such good faith during the pendency of the relevant dispute. All amounts hereunder will be
invoiced and paid in United States Dollars unless otherwise set forth in an applicable SOW.
3.3
Applicable Taxes. Cognizant will pay all applicable taxes based on Cognizant’s net
income or net worth. Client is subject to all applicable state and local transaction privilege taxes.
To the extent any state and local transaction privilege taxes apply to sales made under the terms
of this Agreement, it is Cognizant’s responsibility to collect and remit all applicable taxes to the
proper taxing jurisdiction of authority.
3.4
Tax Indemnification. Cognizant and all Affiliates will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by Cognizant. Where Cognizant has
acted with gross negligence or willful misconduct in the collection of taxes from Client, Cognizant
will and require all Affiliates to hold Client harmless from any penalty or interest assessed on
Client that directly result from such act; provided, however Cognizant shall not be liable for Client’s
taxes, attorney fees and other related costs.
4.
OBLIGATIONS OF THE PARTIES.
4.1
Working Environment. For any Services to be provided by Cognizant at any of Client’s
sites, Client shall provide Cognizant’s personnel with (i) a suitable and adequate work
environment, including space for work and equipment for performance of the Services; (ii) access
to and use of Client’s facilities and relevant information, including software, hardware and
documentation; (iii) provision and maintenance of personal computer (“PC”) workstations for such
personnel’s use; (iv) assistance to such personnel in a timely manner by promptly correcting any
hardware or software problems that would affect the performance of Services; and (v) any other
items set forth in each Statement of Work.
4.2
Client’s Personnel Commitment. Client will ensure that all Client personnel who may be
necessary or appropriate for the successful implementation of the Services will, on reasonable
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
4
notice, (i) be available to assist Cognizant’s personnel by answering business, technical and
operational questions and providing requested documents, guidelines and procedures in a timely
manner; (ii) participate in the Services as outlined in the Statement of Work; (iii) participate in
progress and other Service related meetings; (iv) contribute to software and system testing; and
(v) be available to assist Cognizant with any other activities or tasks required to complete the
Services in accordance with the Statement of Work.
4.3
Export Control. To the extent this provision applies, Client agrees to notify Cognizant
any requirements for Deliverables or any other technology, technical data or information to which
Cognizant will have access as a result of the Services that, in any case, will subject the
Deliverables or the other technology, technical data or information to control under applicable
export regulations under any classification other than EAR99 (or its non-U.S. equivalent) and, in
such event, Client will (i) identify to Cognizant the applicable regulations (e.g. the United States
Export Administration Regulations (“EAR”) or the International Traffic in Arms Regulations
(“ITAR”)) and classifications (e.g. ECCN) and (ii) follow such guidelines as Cognizant may
communicate to Client that reasonably are required to avoid violations. Each Party acknowledges
and agrees that to the extent that any tangible or intangible technical data provided under this
Agreement is subject to US export laws and regulations, such Party will not use, distribute,
transfer, or transmit technical data provided by the other Party under this Agreement except in
compliance with US export laws and regulations. Notwithstanding the foregoing, Client agrees
that it will not knowingly provide Cognizant with any technology, technical data or information that
is subject to control under the ITAR. In the event that Client wishes to provide Cognizant with
ITAR-controlled technology, technical data or information, Client will notify Cognizant in writing of
such intent, and the Parties agree to cooperate to determine the appropriate agreements and
controls, if any, required before Client makes such disclosure.
4.4
FCPA. Neither Party shall take any action in connection with the performance of its
obligations under this Agreement that violates the Foreign Corrupt Practices Act, as amended,
and the rules and regulations thereunder in any manner that has a material adverse impact on
the other Party. To the extent that any of the Services or Deliverables cannot be performed or
provided without violation of any law, regulation, or other control, then Cognizant shall not be
obligated to provide the same and the applicable Statement of Work shall be amended
accordingly.
4.5
Work Authorization/HR Compliance/Relationship Matters. In the event that it is
necessary for Cognizant to obtain visas or work permits for Cognizant personnel, Client will
cooperate with Cognizant by taking all reasonably necessary actions to facilitate Cognizant’s
efforts, including, but not limited to, providing, and hereby consents to Cognizant providing to
immigration authorities, documentation indicating the nature and location of the work to be
performed, the necessity of the work to be performed, and other documentation as may be
reasonably required and related to this Agreement (including the existence and terms of this
Agreement and the identity of the Parties hereto), and posting such notices as may be legally
required (including any legally required notice posting at Client sites from which the parties
contemplate services being provided by Cognizant personnel who are foreign skilled workers).
Notwithstanding anything herein to the contrary, subject to Client’s prior written consent which
Client may withhold in its sole discretion, Client hereby authorizes Cognizant to use Client’s name
and/or logo to internally (within Cognizant) or externally reference to Client as a Cognizant
customer and to describe the services provided to Client.
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
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5.
OWNERSHIP.
5.1
Ownership of Developed IP. Unless otherwise agreed in an SOW, Cognizant agrees
that, upon Client’s payment in full, the software or other works of authorship developed by
Cognizant or its Affiliates specifically for Client as a Deliverable or a part of a Deliverable, as set
forth in a Statement of Work (“Developed IP”) shall be the property of, and ownership shall vest
in, Client. Developed IP does not include Cognizant Confidential Information, Cognizant
Proprietary Intellectual Property (as defined below), any Third Party Items, or any derivative of
the foregoing, that may be incorporated into a Deliverable. Cognizant agrees to take, at Client’s
cost and expense, all actions requested by Client which are reasonably necessary to assure the
conveyance to Client of the foregoing rights to the Developed IP.
5.2
Residual Rights. Notwithstanding anything to the contrary herein, Cognizant, Cognizant
Affiliates, and their respective employees and agents shall be free to use and employ any
Residual Information. “Residual Information” means the general knowledge, ideas, know-how,
experience, and techniques that would be retained in the unaided memory of an ordinary person
skilled in the art, not intent on appropriating the proprietary information of the disclosing party.
Nothing in this paragraph, however, shall be deemed to grant a license under Client’s registered
intellectual property rights.
5.3
Cognizant Proprietary Intellectual Property. Client acknowledges that Cognizant
personnel may utilize proprietary software, methodologies, tools, specifications, drawings,
sketches, models, samples, records, documentation, works of authorship, creative works, ideas,
know-how, research results, data or other materials which have been or are originated,
developed, licensed, purchased, or acquired by Cognizant or its Affiliates or subcontractors
(collectively, “Cognizant Proprietary Intellectual Property”); which constitutes Cognizant
Confidential Information. Client agrees that Cognizant Proprietary Intellectual Property and
Residual Information, any derivatives of Cognizant Proprietary Intellectual Property or Residual
Information, is the sole property of Cognizant (or its licensors) and that Cognizant (or its licensors)
will retain sole and exclusive title to and ownership thereof. If any Cognizant Proprietary
Intellectual Property owned by Cognizant is embedded in a Deliverable, Cognizant grants to Client
a worldwide, royalty free, non-exclusive, transferable, perpetual license to use, execute and
perform such Cognizant Proprietary Intellectual Property as a functional element of the applicable
Deliverable, subject to any additional terms or limitations set forth in the applicable Statement of
Work, and provided that no portion of the Cognizant Proprietary Intellectual Property is separated
or unbundled from the applicable Deliverables or used as a stand-alone product or development
tool. Except as expressly provided in the foregoing sentence, nothing contained in this Agreement
or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or
under any Cognizant Proprietary Intellectual Property (whether by estoppel, implication or
otherwise). Any license to Cognizant Proprietary Intellectual Property that is not embedded in
Deliverables or that is commercially available will be pursuant to a separate license agreement
between Client and Cognizant (or its licensor).
5.4
Client Provided IP and Third Party Items. Client grants Cognizant and its
Subcontractors a non-exclusive, paid-up license to use, execute, reproduce, distribute, and
prepare derivative works of Client software and third party software licensed to Client as
reasonably required to perform Services. Cognizant shall obtain Client’s prior written consent
before embedding in Deliverables or installing in Client’s environment any proprietary third party
tools or applications. If any third party tools, applications, utilities and cloud infrastructure are
distributed, resold, or provided to Client in connection with this Agreement (collectively, “Third
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
6
Party Items”), such Third Party Items shall be provided AS-IS and may be made available to Client
under a separate agreement between Client and the licensor of the Third Party Item or made
available to Client by Cognizant under a separate agreement or pass-through terms set forth in
an SOW, which shall apply to the relevant Third Party Item(s) in lieu of any of the terms of this
Agreement. Notwithstanding anything to the contrary herein, Client’s use of each open-source
component incorporated by Cognizant into a Deliverable will be governed by, and is subject to
the terms and conditions of the applicable open-source license.
5.5
Installation of Tools. Cognizant may use certain Cognizant owned or licensed Tools (the
“Tools”), including those set forth in the applicable SOW in connection with its performance of the
Services. The Tools are Cognizant Proprietary Intellectual Property and are not part of any
Deliverable. As between Cognizant and Client, Cognizant is the sole owner of the Tools, together
with all modifications, enhancements and changes to the Tools and the information generated by
any of the foregoing. Client consents to Cognizant’s installation of the Tools onto Client’s
systems. Only Cognizant may install, configure, control, or grant access to the Tools. Client
agrees that Cognizant may uninstall and remove the Tools at any time, and that the consent set
forth in this paragraph is not a software license or subscription agreement. Cognizant will use the
Tools as installed on Client’s systems solely to perform the Services for Client.
6.
CONFIDENTIAL INFORMATION.
6.1
Confidentiality Obligations. For a period of three (3) years from the date of disclosure
of the applicable Confidential Information (as hereinafter defined), Client and Cognizant shall each
(i) hold the Confidential Information of the other in trust and confidence and avoid the disclosure
or release thereof to any other person or entity by using the same degree of care as it uses to
avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a
similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of
the other Party for any purpose whatsoever except as expressly contemplated under this
Agreement or any Statement of Work. Except with the express written consent of the other Party,
each Party shall disclose the Confidential Information of the other Party only to those of its and
its affiliates’ employees, officers, directors, subcontractors, agents or representatives having a
legitimate need to know the information for the purposes of this Agreement (“Representatives”)
and shall take all reasonable precautions to ensure that such Representatives comply with the
provisions of this Section 6.1.
6.2
Definition. The term “Confidential Information” shall mean any and all information or
proprietary materials other than Personal Information (as defined in Exhibit A attached hereto) (in
every form and media) not generally known in the relevant trade or industry and which has been
or is hereafter disclosed or made available by either Party (the “disclosing party”) to the other (the
“receiving party”) in connection with the efforts contemplated hereunder, including (i) all trade
secrets, (ii) existing or contemplated products, services, designs, technology, processes,
technical data, engineering, techniques, methodologies and concepts and any information related
thereto, and (iii) information relating to business plans, sales or marketing methods and customer
lists or requirements.
6.3
Exceptions. The obligations of either Party under Section 6.1 will not apply to information
(other than Personal Information) that (i) was in the receiving party’s possession at the time of
disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally
available to the public or after disclosure becomes generally available to the public through no
breach of agreement or other wrongful act by the receiving party, (iii) has been received from a
Docusign Envelope ID: 41249AD7-426E-4EB9-8F3E-BEA99432F34A
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third party without restriction on disclosure and without breach of agreement by the receiving
party, or (iv) is independently developed by the receiving party without regard to the Confidential
Information of the disclosing party. In addition, the receiving party may disclose Confidential
Information as required to comply with binding orders of governmental entities that have
jurisdiction over it; provided that the receiving party (a) gives the disclosing party reasonable
written notice to allow the disclosing party to seek a protective order or other appropriate remedy
and disclosing party will seek a protective order within a reasonable time of written notice,
(b) discloses only such Confidential Information as is required by the governmental entity, and
(c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential
Information so disclosed.
7.
DATA PROTECTION
7.1
Data Protection. If and to the extent that the Services require Cognizant to process
Client’s Personal Information, the Parties shall abide by the terms set forth under Exhibit A
attached hereto.
8.
INDEMNIFICATION.
8.1
Intellectual Property Rights Indemnity. Cognizant and Client (in such case, the
“indemnifying party”) each agree to indemnify and hold harmless the other (in such case, the
“indemnified party”) from and against any costs and damages awarded against the indemnified
party by a court pursuant to a final judgment as a result of, and defend the indemnified party
against, claims of infringement of a U.S. patent or registered copyright or misappropriation of any
trade secret related to a Deliverable (in the case of indemnification by Cognizant) or any claim
relating to Cognizant’s possession, use or modification of any software, documentation, data or
other property provided by Client (in the case of indemnification by Client).
8.2
Intellectual Property Rights Exclusions. A Party shall have no obligation under Section
8.1 or other liability for any infringement or misappropriation claim resulting or alleged to result
from: (i) modifications made other than by the Party, (ii) use of the Deliverables other than for the
other Party’s internal purposes or in combination with any equipment, software or material not
approved or provided by a Party, (iii) the other Party’s use or incorporation of materials not
provided by the Party, (iv) the instructions, designs or specifications provided or approved by the
other Party; (v) any software or other materials furnished by any third party; or (vi) the other Party’s
continuing the allegedly infringing activity after being notified thereof or after being informed and
provided with modifications that would have avoided the alleged infringement.
8.3
Infringement Remedies. In the event of an infringement or misappropriation claim as
described in Section 8.1 above arises, or if a Party reasonably believes that a claim is likely to be
made, a Party, at its option and in lieu of indemnification, may: (i) modify the applicable
Deliverables so that they become non-infringing but functionally equivalent; or (ii) replace the
applicable Deliverables with material that is non-infringing but functionally equivalent; or (iii) obtain
for the other Party the right to use such Deliverables upon commercially reasonable terms; or (iv)
remove the infringing or violative Deliverables and refund to the other Party the fees received for
such Deliverables that are the subject of such a claim. This Section 8 sets forth the exclusive
remedy and entire liability and obligation of each Party with respect to intellectual property
infringement or misappropriation claims, including patent or copyright infringement claims and
trade secret misappropriation.
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8.4
Personal Injury and Property Damage Indemnity. Cognizant and Client each agree to
indemnify, defend and hold harmless the other from and against any and all claims, actions,
damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses,
arising out of third party claims for bodily injury or damage to real or tangible personal property,
not including software, data, and documentation, to the extent caused directly and proximately by
the negligence or willful misconduct of the indemnifying party, its employees, or agents.
8.5
Indemnification Procedures. The obligations to indemnify, defend and hold harmless
set forth above in this Section 8 will not apply to the extent the indemnified party was responsible
for giving rise to the matter upon which the claim for indemnification is based and will not apply
unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect
of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the
indemnifying party full opportunity to control the response thereto and the defense thereof,
including any agreement relating to the settlement thereof, provided that the indemnifying party
shall not settle any such claim or action without the prior written consent of the indemnified party;
and (iii) cooperates with the indemnifying party, at the indemnifying party’s cost and expense in
the defense or settlement thereof. The indemnified party may participate, at its own expense, in
such defense and in any settlement discussions directly or through counsel of its choice on a
monitoring, non-controlling basis.
9.
WARRANTY.
9.1
Limited Warranty. Cognizant warrants the following:
9.1.1 the applicable Services rendered hereunder will be performed by qualified
personnel;
9.1.2 the Professional Services performed will substantially conform to any applicable
requirements set forth in the Statement of Work for a period of ninety (90) days
(the “Warranty Period”) following performance of such Professional Services; and
9.1.3 during the Warranty Period, the Deliverable(s) will materially conform to the
corresponding product specifications set forth in the applicable Statement of Work
for such Deliverable.
9.2
Remedies. Cognizant does not warrant that any Deliverable will operate uninterrupted or
error-free, provided that Cognizant shall remain obligated pursuant to this Section 9. In the event
that any Deliverable or Service fails to conform to the foregoing warranty in any material respect,
the sole and exclusive remedy of Client will be for Cognizant, at its expense, to promptly use
commercially reasonable efforts to cure or correct such failure. The foregoing warranty is
expressly conditioned upon (i) Client providing Cognizant with prompt written notice of any claim
thereunder prior to the expiration of the applicable Warranty Period, which notice must identify
with particularity the non-conformity; (ii) Client’s full cooperation with Cognizant in all reasonable
respects relating thereto, including, in the case of modified software, assisting Cognizant to locate
and reproduce the non-conformity; and (iii) with respect to any Deliverable, the absence of any
alteration or other modification of such Deliverable by any person or entity other than Cognizant.
9.3
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, COGNIZANT
DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF
ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY,
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OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION, WARRANTY OR
CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE.
9.4
Responsibility of Client. In the event that Client asserts any claim for warranty services
hereunder and such claim relates to any matter that is determined not to be Cognizant’s
responsibility hereunder (including any problem with Client’s third party vendors, Client’s
computer hardware or software that was not caused by any Services performed by Cognizant),
Client will be responsible to pay Cognizant for all costs incurred for all evaluation, correction or
other services performed by Cognizant relating to such claim on a time and materials basis at
Cognizant’s then standard billing rates.
10.
LIMITATION OF LIABILITY AND REMEDIES.
10.1
Exclusion of Damages. In no event shall either Party be liable to the other Party or any
other person or entity for any lost profits, special, exemplary, indirect, incidental, consequential or
punitive damages or liabilities, or for any costs (including transition costs) associated with
procuring substitute or replacement services, of any kind or nature whatsoever (collectively,
“Indirect Damages”), whether in an action based on contract, warranty, strict liability, tort or
otherwise, even if such Party has been informed in advance of the possibility of such Indirect
Damages or such Indirect Damages could have been reasonably foreseen by such Party.
10.2
Total Liability. In no event shall Cognizant’s liability to Client or any other person or entity
arising out of or in connection with this Agreement or the Services exceed, in the aggregate, the
total fees paid by Client to Cognizant for the particular Service or Deliverable with respect to which
such liability relates (or in the case of any liability not related to a particular portion of the Services,
the total fees paid by Client to Cognizant under the applicable Statement of Work) in the eighteen
(18) month period preceding the last act or omission giving rise to any such liability, whether such
liability is based on an action in contract, warranty, strict liability or tort (including, without
limitation, negligence) or otherwise. The limitations specified in this Section 10 will survive and
apply even if any limited remedy specified in this Agreement is found to have failed of its essential
purpose.
11.
EMPLOYEES.
11.1
No Employee Relationship. Neither Party’s personnel shall be deemed to be employees
of the other Party. Each Party and its Affiliates shall be solely responsible for the payment of all
compensation to its employees, including provisions for employment taxes, workmen’s
compensation and any similar taxes associated with employment of its personnel. A Party’s
employees shall not be entitled to any benefits paid or made available by the other Party to its
employees.
11.2
Non-Solicitation Obligations. During the term hereof and for a period of twelve (12)
months thereafter, neither Party shall, directly or indirectly, solicit for employment or employ, or
accept services provided by, (i) any employee of the other Party (including employees of
Cognizant’s Affiliates); or (ii) any former employee of the other Party (including former employees
of Cognizant’s Affiliates) who performed any work in connection with or related to the Services.
11.3
Subcontractors and Third-Party Providers. In addition to the right to engage Affiliates
to provide Services as specified hereunder, Cognizant may engage non-Affiliate third parties
which will be responsible for providing a portion of the Services that Cognizant provides to Client
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(such as field services and end user support) where such services are not dependent on a product
being provided by such third party (“Subcontractors”), provided that such Subcontractors have
executed appropriate confidentiality agreements with Cognizant. Cognizant may also (i) engage
vendors providing equipment or software (and services in support of such equipment or software)
to support the provision of Services and/or (ii) subcontract for third party services or products that
are not principally dedicated to performance of Services for the Client, which are not material to
a function constituting a part of the Services, do not result in a material change in the way
Cognizant conducts its business, or are composed of small scale temporary labor (collectively,
“Third Party Providers”). For the avoidance of doubt, Third Party Providers shall not be deemed
“Subcontractors” as such term is defined under this Section 11.3. Cognizant may engage such
Third Party Providers pursuant to such Third Party Providers’ standard terms and conditions.
Client shall have an opportunity to review and may agree in writing to be bound by the Third Party
Providers’ standard terms and conditions to the extent necessary, if at all, for Client to (iii) be able
to use of the relevant Third Party Provider’s product or services in connection with its receipt of
the Services and/or (iv) make use of any of the Services supported by such Third Party Provider’s
product/services. No engagement of Subcontractors or Third Party Providers hereunder will
relieve Cognizant from any of its obligations under this Agreement
11.4
Nondiscrimination. To the extent applicable to Services under this Agreement,
Cognizant shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60-
741.5(a). These regulations prohibit discrimination against qualified individuals based on their
status as protected veterans or individuals with disabilities, and prohibit discrimination against all
individuals based on their race, color, religion, sex, sexual orientation, gender identity or national
origin. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race,
color, religion, sex, national origin, protected veteran status or disability.
12.
TERM AND TERMINATION.
12.1
Term. The Agreement is effective as of the date on the Agreement and shall continue in
effect for an initial term ending three years thereafter. The Parties may mutually agree to extend
the Agreement for up to four additional terms of one year each, or portions thereof upon written
amendment to this Agreement. With respect to any Statement of Work for which the term set
forth in such Statement of Work has not yet been completed at the conclusion of the initial or any
extension term, that Statement of Work shall continue until expiration or termination).
12.2
Termination or Suspension. This Agreement may be terminated in whole or in part by
either Party (the “non-breaching party”) upon written notice to the other Party if any of the following
events occur by or with respect to such other Party (the “breaching party”): (i) the breaching party
commits a material breach of any of its obligations hereunder and fails to cure such breach within
thirty (30) days after receipt of notice of such breach or fails to reach an agreement with the non-
breaching party regarding the cure thereof; or (ii) any insolvency of the breaching party, any filing
of a petition in bankruptcy by or against the breaching party, any appointment of a receiver for the
breaching party, or any assignment for the benefit of the breaching party’s creditors. In addition
to any right to terminate as provided in this Agreement, the Parties agree that in connection with
any dispute for which Client withholds the payment of charges pursuant to this Agreement, if the
total amount being disputed (other than amounts in dispute resulting from clear billing errors of
Cognizant), plus any amount that is undisputed but past due and any interest that has accrued
thereon, exceeds the amount of fees billed by Cognizant in the then-prior three-month period (the
“Disputed Amount”), Cognizant may, without liability to Client or its Affiliates, with at least 30 days’
prior written notice to Client, suspend the further delivery of Services that are not paid for in
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advance until all payment disputes are resolved using the dispute resolution process set forth in
this Agreement. If Client pays the Disputed Amount, Cognizant shall promptly recommence
performance of the Services and all Cognizant timing obligations and delivery commitments under
this Agreement and/or each applicable SOW shall be extended by the number of days between
the date of suspension and the date Cognizant recommences performance of the relevant
Services. Both Parties reserve all rights and remedies available at law or in equity to due
termination for cause pursuant ot Section 12.2.
12.3
Termination for Convenience. Client and Cognizant hereby agree to the full
performance of the covenants contained herein, except that Client reserves the right, at its
discretion and without cause, to terminate any Service provided for in this Agreement, or terminate
any portion of the SOW for which Services have been performed by the Contractor without early
termination penalty or liability (except as otherwise agreed in a SOW). In the event the City
terminates or suspends the Services, or any part of the Services as provided in this Agreement,
the Client will notify the Cognizant in writing at least sixty (60) days in advance of such termination
or suspension, and after receiving such notice, Cognizant must discontinue advancing the work
specified under this Agreement. Upon such termination, or suspension, Cognizant must deliver
to the Client all Deliverables or partial Deliverables to which Client is entitled to own under this
Agreement . Cognizant must appraise the work Cognizant has completed and submit Cognizant's
appraisal to the Client for evaluation. The Client may inspect Cognizant's work to appraise the
work completed in accordance with the provision in this Agreement and the SOW. If the Client is
found to have improperly terminated the Agreement for cause or default, the termination will be
converted to a termination for convenience in accordance with the provisions of this Agreement.
12.4
Payment upon Termination for Convenience. Upon termination, Cognizant will be
entitled to recover payment for all Services rendered through the date of termination (including
for work in progress), and pre-approved expenses, to the extent they cannot be eliminated.
Cognizant will receive compensation in full for Services performed to the date of such termination.
The fee shall be paid in accordance with this Agreement, and as mutually agreed upon by the
Cognizant and the Client. If there is no mutual agreement on payment, the final determination will
be made in accordance with the Disputes provision in this Agreement. However, in no event may
the payment exceed the fees set forth in the applicable SOW (as may be amended by a change
order).
12.5
City's Right of Cancellation. The Parties acknowledge that this Agreement is subject
to cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).
12.6
Survival. In the event of termination or upon expiration of this Agreement, Sections 3, 5,
6, 8, 9 (subject to the expiration of any warranty period), 10, 11, 12, and 13 hereof will survive
and continue in full force and effect.
13.
MISCELLANEOUS.
13.1
Governing Law. This Agreement will be governed by the laws of the State of Arizona,
without reference to the principles of conflicts of law. The Parties acknowledge and agree that
this Agreement relates solely to the performance of services (not the sale of goods) and,
accordingly, will not be governed by the Uniform Commercial Code of any State having
jurisdiction. In addition, the provisions of the Uniform Computerized Information Transaction Act
and United Nations Convention on Contracts for the International Sale of Goods shall not apply
to this Agreement.
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13.2
Dispute Resolution.
13.2.1 Informal Negotiations. In the event of any dispute, controversy, or claim of any
kind arising out of or relating in any way to this Agreement or the breach thereof
(each a “Dispute”), prior to filing a notice of Dispute , the Party claiming a Dispute
shall send a written notice to the other Party describing the basis for the Dispute
and the requested remedy, and inviting the other Party to have its executive confer
with a named executive of the claiming party to attempt to negotiate a resolution.
The claiming Party may file the notice of Dispute after the executive conference
is completed, if the invitation to confer is declined, or if, within ten (10) business
days after the Dispute notice is delivered, there is no response to the invitation or
the Parties are unable to schedule the conference. To the fullest extent permitted
by Law, each Party irrevocably waives all rights to a trial by jury.
13.2.2 Access to Courts. Either Party may at any time apply to a court with appropriate
jurisdiction only to seek interim or provisional relief necessary to protect its rights
or property pending the resolution of a Dispute in accordance with these
procedures, including injunctive relief and specific performance.
13.3
Binding Effect and Assignment. Neither Party may assign or otherwise transfer any of
its rights, duties or obligations under this Agreement without the prior written consent of the other
Party, except either Party may, upon prior written notice to the other Party (but without any
obligation to obtain the consent of such other Party), assign this Agreement or any of its rights
hereunder to any Affiliate of such Party, or to any entity who succeeds (by purchase, merger,
operation of law or otherwise) to all or substantially all of the capital stock, assets or business of
such Party, if such entity agrees in writing to assume and be bound by all of the obligations of
such Party under this Agreement. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective successors and permitted assignees.
13.4
No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies
upon any person other than the Parties and their respective successors and permitted assigns.
13.5
Notices. All notices required by this Agreement will be given in writing to the other Party
and delivered by registered mail, international air courier, facsimile, or the equivalent. Notices will
be effective when received as indicated on the facsimile, registered mail, or other delivery receipt.
All notices will be given by one Party to the other at its address stated on the first page of this
Agreement unless a change thereof previously has been given to the Party giving the notice.
13.6
Amendments and Waivers. This Agreement may be modified only by a written
amendment executed by duly authorized officers or representatives of both Parties. No waiver by
either Party of any right or remedy hereunder shall be valid unless the same shall be in writing
and signed by the Party giving such waiver. No waiver by either Party with respect to any default,
misrepresentation, or breach of warranty or covenant hereunder shall be deemed to extend to
any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
13.7
Severability. If any provision in this Agreement is held by a court of competent jurisdiction
to be invalid, void, or unenforceable, then such provision shall be severed from this Agreement
and the remaining provisions will continue in full force.
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13.8
Counterparts. This Agreement and each Statement of Work may be executed in several
counterparts and by facsimile signature, each of which will be deemed an original, and all of which
taken together will constitute one single agreement between the Parties with the same effect as
if all the signatures were upon the same instrument. A telecopy signature shall be as legally
effective as an original signature.
13.9
Entire Agreement. This Agreement, the Exhibit, and all Statements of Work attached
hereto constitute the complete and exclusive statement of the agreement between the Parties
and supersede all proposals, oral or written, and all other prior or contemporaneous
communications between the Parties relating to the subject matter herein.
13.10 Press Releases and Announcements. Either Party may make any public disclosure it
believes in good faith is required by applicable law, regulation or stock market rule (in which case
the disclosing party shall use reasonable efforts to advise the other Party and provide it with a
copy of the proposed disclosure prior to making the disclosure).
13.11 Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
13.12 Consents and Approvals. Except where expressly provided as being in the discretion of
a Party, where approval, acceptance, consent or similar action by either Party is required under
this Agreement or the applicable Statement of Work, such action shall not be unreasonably
withheld or delayed.
13.13 Compliance with Laws. Cognizant understands, acknowledges, and agrees to
comply with the Americans with Disabilities Act, the Immigration Reform and Control Act of
1986 and the Drug Free Workplace Act of 1989, as relevant to the performance of its
Services. All Services performed by Cognizant must also comply with all applicable City of
Chandler codes, ordinances, and requirements as communicated to Cognizant. Cognizant
agrees to permit the Client to verify compliance in accordance with Cognizant’s audit
procedures, as follows: (i) Client audits shall not occur more than annually (unless required by
applicable laws); (ii) Client shall give Cognizant at least thirty (30) days’ prior notice of its intention
to audit; (iii) Client’s third party auditors (if applicable) shall be mutually agreed by the parties and,
in any case, shall not be competitors of Cognizant; (iv) Client’s third party auditors shall execute
appropriate non-disclosure agreements; (v) Client audits shall be conducted during normal
business hours; (vi) in no event shall Client’s audit rights hereunder entitle Client or its auditors to
access any information related to Cognizant costs, or Cognizant workforce management-related
tools or activities (or any data generated in connection therewith) and (vii) Client or its third party
auditors shall comply with any and all reasonable security and confidentiality guidelines and other
policies of Cognizant with respect to the audit and shall take reasonable measures to prevent
unnecessary disruption to Cognizant’s operations.
.
13.14 No Israel Boycott. By entering into this Agreement, Cognizant certifies that
Cognizant is not currently engaged in, and agrees for the duration of the Agreement, not to
engage in a boycott of Israel as defined by state statute.
13.15 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the Client from awarding a
contract to any Cognizant who fails, or whose subcontractors fail, to comply with A.R.S. §
23-214(A). Therefore, Cognizant agrees Cognizant and each subcontractor it uses warrants
their compliance with all federal immigration laws and regulations that relate to their
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employees who are performing Services under this Agreement and their compliance with§
23-214, subsection A. A breach of this warranty will be deemed a material breach of the
Agreement and may be subject to penalties up to and including termination of the Agreement.
Client retains the legal right to request verification of compliance of this Section for any
Cognizant’s or subcontractor’s employee who provides services under this Agreement to
ensure that Cognizant and subcontractors comply with the warranty under this provision.
13.16 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement,
Cognizant certifies and agrees, to the best of its knowledge and belief, Cognizant does not
currently use and will not use for the term of this Agreement: (i) the forced labor of ethnic
Uyghurs in the People's Republic of China; or (ii) any goods or services produced by the
forced labor of ethnic Uyghurs in the People's Republic of China; or (iii) any contractors,
subcontractors or suppliers that use the forced labor or any goods or services produced by
the forced labor of ethnic Uyghurs in the People's Republic of China.
IN WITNESS WHEREOF, Cognizant and Client have caused this Agreement to be signed and
delivered by their duly authorized officers, all as of the date first herein above written.
COGNIZANT WORLDWIDE LIMITED
CITY OF CHANDLER, ARIZONA
Signature: _________________________________
Signature: _________________________________
Name: _____________________________________
Name: _____________________________________
Title: __________________________________ __ Title: __________________________________ __
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
Solely for the purpose of acknowledging that CTS US may perform local services in the
United States of America in accordance with Section 1.1:
COGNIZANT TECHNOLOGY SOLUTIONS U.S. CORPORATION
Signature:____________________________
Print Name:____________________________
Title:_________________________________
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Authorized Signatory
Elisa de Rocca-Serra
Authorized Signatory
Douglas Jones
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EXHIBIT A
DATA PROTECTION AGREEMENT
This Data Protection Agreement (this “DPA”), is entered into by and between Cognizant
Worldwide Limited (collectively with its Affiliates, “Cognizant”) and City of Chandler, Arizona
(“Client”) (each a “Party” and collectively, “Parties”), pursuant to the terms and conditions of the
Master Services Agreement (the “Agreement”) effective October 27, 2025 between the Parties.
General Data Protection Terms
1. Introduction.
1.1.
Order of Precedence. This DPA is part of the Agreement, and the terms of this
DPA are in addition to, and not in lieu of, the terms in the Agreement. Other than with
respect to the limitations of liability set forth in the Agreement, which shall govern and
control in all cases, the terms of this DPA shall prevail over any conflicting terms in the
Agreement’s other sections.
2. Definitions.
2.1.
In this DPA:
a. “Access” or “Accessing” means to access, view, alter, use, process, transfer, store,
host, disclose, erase, destroy, or dispose of Protected Data, and includes any
operation or set of operations performed upon Protected Data, whether or not by
automated means.
b. “Applicable Laws” means the privacy, data security, and data protection laws,
directives, regulations, orders, and rules in the jurisdiction(s) applicable to the
Cognizant and/or the Services provided under the Agreement.
c. “Applicable Standards” means government standards, industry standards, and
commercially reasonable practices related to privacy, data security or data protection
that are applicable to Cognizant and the Services provided under the Agreement, or
such other standards as otherwise agreed to by the Parties and specifically set forth
in an applicable Statement of Work or other written agreement.
d. “Authorized Person(s)” means the individual(s) to whom Client or Cognizant has
granted Access to Protected Data.
e. “Employee Personal Data” means the Personal Information of the personnel of
Cognizant,
Cognizant’s
Affiliates,
or
Cognizant
subcontractors
or
other
representatives.
f. “European Data Protection Legislation” means: Regulation 2016/679 of the
European Parliament and of the Council on the protection of natural persons with
regard to the processing of Personal Data and on the free movement of such data,
and repealing Directive 95/46/EC (“General Data Protection Regulation”), including
any applicable delegated acts adopted by the European Commission and any
applicable national legislation made under or otherwise adopted by member states of
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the EEA (defined below), Switzerland, or the UK pursuant to specific rights or powers
contained within the General Data Protection Regulation and all other applicable
legislation in the EEA, Switzerland, and the UK relating to the protection of Personal
Information.
g. “include” or “including” means including but not limited to.
h. “Personal Data” means: any information relating to an identified or identifiable natural
person; an identifiable person is one who can be identified, directly or indirectly, in
particular by reference to an identifier such as a name, an identification number,
location data, online identifier or to one or more factors specific to the physical,
physiological, genetic, mental, economic, cultural or social identity of that person.
i. “Personal Information” means: (i) information relating to an identified or identifiable
individual in any form or medium; (ii) information related to an identified or identifiable
individual that is protected under Applicable Law (including Personal Data); or (iii)
information that is not specifically about an identified or identifiable individual but, when
combined with other information, may identify an individual. In the event that the
definition of Personal Information in this DPA is inconsistent with a definition of
Personal Data, Personal Information, or similar concept under an Applicable Law, then
the definition of such concept under the Applicable Law shall prevail solely to the
extent of the inconsistency.
j. “Protected Data” means the Personal Information to which Client has granted
Cognizant access for the performance of Cognizant’s obligations under the
Agreement.
k. “Security Incident” means the unauthorized or unlawful destruction, loss, alteration,
or disclosure of Protected Data caused by Cognizant’s breach of this DPA. Security
Incidents will not include unsuccessful attempts to Access Protected Information or to
interfere with system operations in an information system, such as “scans” or “pings”
on a firewall.
l. “Security Standards” has the meaning set forth in Section 5 of this DPA.
2.2.
All capitalized terms that are not expressly defined in this DPA will have the
meaning given to them in the Agreement. All examples are illustrative and not the sole or
exclusive examples of a particular concept.
3. General Obligations.
3.1.
Compliance. Cognizant agrees that, during the period in which Cognizant has been
given Access to Protected Data, it will comply with its obligations under Applicable Laws.
Cognizant will provide commercially reasonable information, assistance, and cooperation
regarding the processing of Personal Information as Client may reasonably require to
enable Client to comply with Applicable Laws, including (when required by Applicable
Laws) assisting Client (at Client’s expense) with its security, notification, communication,
recordkeeping, and reporting obligations under Applicable Laws.
3.2.
Purpose Limitation. Cognizant agrees that it will Access Protected Data: (i) in
accordance with the lawful, written instructions of Client (provided such instructions are
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reasonable and provided that Client shall be responsible for any material costs incurred
by Cognizant in order to comply with such documented instructions); (ii) for the proper
management and administration of Cognizant or to carry out Cognizant’s legal
responsibilities under Applicable Laws; and (iii) to fulfill its obligations under the
Agreement and the relevant Statement(s) of Work.
3.3.
International Transfers of Personal Information. When applicable, and where
required by Applicable Laws, the Parties agree to execute appropriate data transfer
agreements to ensure the lawfulness of cross-border transfers of Personal Information.
3.4.
Duty of Confidentiality. Cognizant agrees that Authorized Persons to whom
Cognizant has granted Access to Protected Information will be subject to a duty of
confidentiality (whether such duty is contractual, statutory, or otherwise).
3.5.
Individual Rights. Cognizant will reasonably assist the Client to fulfill or resolve an
individual’s request for access to his or her Personal Information, including with respect to
a request from a data subject to exercise any of his or her rights under Applicable Laws
(including the rights of access, correction, blocking, objection, erasure and data portability,
as applicable). If Cognizant receives such a request directly from the individual(s),
Cognizant will promptly inform Client of the request.
3.6.
Prohibited Personal Information. Client will not provide Cognizant with Access to
Personal Information that contains any special categories of Personal Data or information
related to criminal convictions and offenses that are not expressly disclosed in the relevant
SOW(s).
4. Obligations for Special Categories of Personal Information.
4.1.
European Data Protection Requirements. [RESERVED]
4.2.
HIPAA. If and to the extent Cognizant has Access to Protected Health Information
as defined at 45 C.F.R. §160.103 (“PHI”) subject to the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”), then the Parties shall comply with the Business
Associate Addendum set forth in Exhibit B and subject to the provisions of the Agreement.
5. Security Standards.
5.1.
Minimum Security Standards. Cognizant agrees to implement and maintain
commercially reasonable and appropriate administrative, technical, organizational, and
physical controls designed to provide a level of security appropriate to the risk and to
protect the confidentiality, integrity, and availability of Protected Data (“Security
Standards”), including: (i) controls designed to secure facilities, infrastructure, data
centers, servers, hard copy files, systems, equipment, applications, and devices used to
Access Protected Data, including controls to monitor, prevent, detect, and respond to
Security Incidents; (ii) policies and practices limiting Access to Protected Data only to
Authorized Persons; and (iii) procedures to regularly assess and evaluate the
effectiveness of the Security Standards.
5.2.
Training. Cognizant will provide privacy and security training for all Authorized
Persons who Access Protected Data.
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5.3.
Client Responsibility for Employee Personal Data. To the extent that Client has
Access to Employee Personal Data, Client shall implement and maintain, in compliance
with Applicable laws, a data privacy and security program to protect Employee Personal
Data to a standard materially the same as those required of Cognizant hereunder. Client
shall collect only the minimum necessary amount of Employee Personal Data to comply
with Client’s obligations under Applicable Laws.
6. Return and Disposal of Protected Data. Upon the earlier of Client’s written request or
termination or expiration of the Agreement, Cognizant will securely destroy or, at Client’s
expense, return the Protected Data in accordance with Client’s reasonable written
instructions. Cognizant agrees to return or destroy Protected Data within ninety (90) days of
receipt of Client’s written request or expiration or termination of the Agreement, as applicable;
provided, however, that Cognizant may retain copies of Protected Information that Cognizant
is legally required to retain, subject to a continued obligation to hold the same in confidence
in accordance with this Agreement.
7. Security Incident Response.
7.1.
Security Incident Response Program. Cognizant will maintain an incident response
program in compliance with Applicable Laws to respond to Security Incidents.
7.2.
Notice, Investigation, and Remediation. In the event of a Security Incident,
Cognizant will notify Client without undue delay (and in no event more than seventy-two
(72) hours after confirmation of the Security Incident). This notification will include, to the
extent known at the time notice is sent: (i) a description of the Security Incident; (ii) the
categories and types of Protected Data affected; and (iii) if applicable, the categories and
number of data subjects and individual records affected. Additionally, Cognizant will
promptly investigate and remedy the Security Incident, take commercially reasonable
steps to mitigate the effects of the Security Incident and to prevent further Security
Incidents, and take other actions required of it by Applicable Laws.
7.3.
No Unauthorized Statements. Except as required by Applicable Laws, neither
Party will make public statements concerning a Security Incident that references or
identifies either Party, unless both Parties have provided express written consent for any
such statement prior to its release.
8. Change in Law. If an Applicable Law becomes effective after the execution of this DPA and
is inconsistent with the terms of this DPA or otherwise requires the Parties to amend this DPA
or change the Services, the Parties agree to enter into good faith negotiations to make
required changes to the Security Standards, the Services, and/or to amend this DPA or the
Agreement.
9. Survival. Cognizant’s obligations under this DPA will survive termination or expiration of the
Agreement and/or completion of the Services solely to the extent Cognizant is required to
Access Protected Data
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Exhibit B
BUSINESS ASSOCIATE ADDENDUM
RECITALS:
WHEREAS, Cognizant Worldwide Limited (“Business Associate”) may use and/or
disclose Protected Health Information (“PHI”) in its performance of the Services under the
Agreement to which this Exhibit is attached;
WHEREAS, Business Associate and the City of Chandler, Arizona (“Covered Entity”)
mutually desire to outline their individual responsibilities with respect to the use and/or disclosure
of PHI as mandated by the Privacy Standards (45 C.F.R. Parts 160 and 164) and electronic PHI
as mandated by the Security Standards (45 C.F.R. Parts 160, 162 and 164) promulgated under
the Administrative Simplifications subtitle of the Health Insurance Portability and Accountability
Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health
Act (“HITECH Act”), Title XIII of the American Recovery and Reinvestment Act of 2009 (Public
Law 111-5), and as amended by the 2013 HIPAA Omnibus Final Rule (“HIPAA”);
WHEREAS, Business Associate and Covered Entity understand and agree that HIPAA
requires that Covered Entity and Business Associate enter into a business associate addendum
which shall govern the use and/or disclosure of PHI; and
WHEREAS, the parties hereto mutually agree that this Business Associate Addendum
(“Addendum”) to the Agreement is intended to satisfy this requirement of HIPAA.
I.
DEFINITIONS; INCORPORATION OF AGREEMENT
All capitalized terms used herein that are not otherwise defined shall have the same meaning as
those terms are defined in HIPAA. To the extent that after the Effective Date of the Agreement
any definition is amended, the amended definition shall apply to this Addendum. The terms and
conditions of this Addendum shall be applicable to Business Associate and/or its affiliates or
subsidiaries solely to the extent that Business Associate and/or its affiliates or subsidiaries create,
use, disclose, store or maintain PHI on behalf of Covered Entity. The terms, conditions and
limitations set forth in the Agreement are hereby incorporated in and made part of this Addendum.
II.
OBLIGATIONS OF BUSINESS ASSOCIATE
A.
Privacy Regulations.
1.
General. Business Associate acknowledges and agrees that to the extent
that it uses and/or discloses PHI on behalf of Covered Entity, it may be
considered a “business associate” of Covered Entity as that term is defined
in 45 C.F.R. § 160.103. The parties understand and agree that PHI does not
include (and the requirements of this Addendum do not apply to) any health
information, received by Business Associate from Covered Entity, that has
been de-identified in accordance with the standards set forth in 45 C.F.R. §
164.514(b). Business Associate shall comply with the following provisions
with respect to an Individual’s PHI:
(a)
Safeguards Against Misuse of Information. In
accordance with the Security Standards, Business Associate shall use
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reasonable and appropriate safeguards designed to prevent use
and/or disclosure of PHI other than as provided for in the Agreement,
including this Addendum.
(b)
Use and Disclosure of PHI. Business Associate shall not
use or disclose PHI other than as permitted or required by the
Agreement, including this Addendum, or as Required by Law.
(c)
Reporting of Violations. Business Associate agrees to
report to Covered Entity any use or disclosure of PHI in violation of
the Agreement, including this Addendum, of which it becomes aware.
(d)
Disclosures to Third Parties. Business Associate shall
ensure that any representatives or agents (other than entities that are
merely conduits), including subcontractors, to whom Business
Associate provides PHI received from, or created or received by
Business Associate on behalf of Covered Entity, agree to restrictions
and conditions as stringent as those that apply to Business Associate
with respect to such PHI.
(e)
Access to PHI. To the extent applicable, Business
Associate will comply with and reasonably cooperate with Covered
Entity, at Covered Entity’s expense, in compliance with 45 C.F.R. §
164.524 regarding an Individual’s access to PHI.
(f)
Amendment of PHI. To the extent applicable, Business
Associate will comply with and reasonably cooperate with Covered
Entity, at Covered Entity’s expense, in compliance with 45 C.F.R.
164.526 regarding an Individual’s right to amend his or her PHI.
(g)
Accounting of Disclosures. To the extent that Business
Associate makes a disclosure of PHI other than disclosures excepted
under 45 C.F.R. § 164.528(a)(1), Business Associate shall document
such disclosures of PHI and information related to such disclosures
as would be required for Covered Entity to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with
45 C.F.R. § 164.528. Within thirty (30) days of receiving a written
request, Business Associate will provide to Covered Entity the
information necessary for Covered Entity to respond to a request for
an accounting of disclosures in accordance with 45 C.F.R. § 164.528.
(h)
Minimum Necessary Use and Disclosure. Except as
provided for in 45 C.F.R. § 164.502 (b)(2), in conducting functions
and/or activities under the Agreement that involve the use and/or
disclosure of PHI, Business Associate agrees to only disclose, to the
extent practical, the minimum amount of information necessary to
accomplish the intended purpose of the use or disclosure. To the
extent applicable and commercially reasonable, such minimum
necessary information shall be contained in a Limited Data Set.
(i) Availability of Books and Records. Business Associate shall
make available its internal practices, books, and records relating to
the use and disclosure of PHI received from, or created or received
by Business Associate on behalf of Covered Entity, available to the
Secretary for purposes of the Secretary determining Covered Entity’s
or Business Associate’s compliance with the HIPAA. Records
requested that are not protected by an applicable legal privilege will
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be made available in the time and manner reasonably specified by
Covered Entity or the Secretary.
(j)
Prohibition on Sale of PHI and use of PHI for Marketing.
Business Associate shall not directly or indirectly receive
remuneration in exchange for any PHI, except with prior written
consent of Covered Entity and in accordance with HIPAA
authorization requirements at 45 C.F.R. § 164.508. Business
Associate may only use or disclose PHI for Fundraising or Marketing
purposes in compliance with HIPAA.
(k)
Mitigation. Business Associate agrees to take reasonable
steps to mitigate, to the extent practicable, harmful effects known to
Business Associate resulting from Business Associate’s use or
disclosure of PHI in violation of the Agreement.
(l) Compliance with Covered Entity’s Obligations. To the extent
Business Associate is to carry out one or more of Covered Entity’s
obligations under Subpart E of 45 C.F.R. Part 164, Business
Associate agrees to comply with the requirements of Subpart E that
apply to the Covered Entity in the performance of such obligations.
2.
Permitted Uses and Disclosures of PHI. Except as otherwise limited in the
Agreement, including this Addendum, Business Associate may:
(a)
use or disclose PHI to perform the Services in accordance
with the Agreement. Notwithstanding the foregoing, Business
Associate shall not, and shall ensure that its directors, officers,
representatives, subcontractors, agents and employees do not,
disclose PHI if such use or disclosure would violate the Privacy
Standards if done by Covered Entity or the minimum necessary
policies and procedures of Covered Entity as made known to
Business Associate in advance, in writing.
(b)
use or disclose PHI as required by law.
(c)
use PHI for its proper management and administration, or to
carry out its legal responsibilities.
(d)
disclose PHI to third parties: (i) for its proper management
and administration; or (ii) to carry out its legal responsibilities, provided
that: (A) the disclosures are Required by Law; or (B) Business
Associate obtains reasonable assurances from the person or entity to
whom the information is disclosed that such information will remain
confidential and will be used or further disclosed only as Required by
Law or for the purpose for which it was disclosed to the person, and
that such person or entity will promptly notify Business Associate of
any instances of which it is aware in which the confidentiality of the
information has been breached.
(e)
use PHI to provide Covered Entity with data aggregation
services, as permitted by 45 C.F.R. § 164.504 (e) (2) (i) (B) and as
that term is defined by 45 C.F.R. § 164.501, as amended.
B.
Security Standards. Business Associate agrees that it will comply, and cause all of its
employees, agents, representatives, and subcontractors to comply, with the applicable
requirements of the Security Standards, including, but not limited to the following:
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1.
Security Safeguards. Business Associate shall implement administrative,
physical, and technical safeguards that are designed to reasonably and appropriately
protect the confidentiality, integrity and availability of electronic PHI that it creates,
receives, maintains or transmits on behalf of Covered Entity as required by the Security
Standards;
2.
Disclosure to Third Parties. Business Associate shall ensure that any
agent, including a subcontractor, to whom it provides electronic PHI agrees to implement
reasonable and appropriate safeguards designed to protect electronic PHI; and
3.
Reporting Security Incidents. Business Associate shall promptly report
to Covered Entity any successful Security Incident of which it becomes aware.
C.
Violations. Business Associate shall first report to the Covered Entity any successful
Security Incident or Breach as set forth in this Paragraph C. The term ‘‘breach’’ shall mean the
unauthorized acquisition, access, use, or disclosure of protected health information which
compromises the security or privacy of such information, except where an unauthorized person
to whom such information is disclosed would not reasonably have been able to retain such
information (“Breach”). The Breach shall be considered “discovered” when the Business
Associate knew or reasonably should have known when the Breach occurred. The Covered Entity
and Business Associate acknowledge that it is the responsibility of the Covered Entity to ensure
that individuals affected by a Breach are notified in accordance with HIPAA. Therefore, Business
Associate agrees as follows:
1.
Reporting of Violations. In the case of a Breach, Business Associate
must promptly notify the Covered Entity of the Breach once the Business Associate
becomes aware of the Breach. Business Associate must also, without unreasonable
delay, identify each individual whose unsecured PHI has been, or is reasonably believed
to have been, accessed, acquired or disclosed as a result of the Breach, and provide such
information to the Covered Entity as needed in order to meet the data breach notification
requirements under HIPAA.
2.
Assistance with Notification. Business Associate agrees to reasonably
cooperate with the Covered Entity in gathering the information necessary to notify the
affected individuals. Specifically, Business Associate agrees to reasonably cooperate with
the Covered Entity to ensure that all such Breach notices are provided without
unreasonable delay.
III.
TERM AND TERMINATION
A. Term. The term of this Addendum shall be effective as of the Effective Date of the
Agreement and shall terminate when Business Associate no longer performs the
Services for Covered Entity.
B. Termination. In the event of either party’s material breach of this Addendum, the
non-breaching party shall provide a written notice of such breach to the breaching
party. The non-breaching party may terminate this Addendum and the Agreement in
the event the breaching party does not cure such material breach to the reasonable
satisfaction of the non-breaching party within thirty (30) days following the non-
breaching party’s written notice of such material breach. In the event that cure of a
breach under this Section III.B. is not reasonably possible, the non-breaching party
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may immediately terminate this Addendum and the Agreement; or if neither
termination nor cure is feasible, the non-breaching party may report the violation to the
Secretary.
C. Effect of Termination of Services. Except as set forth in this Section III.C., upon
termination of the Agreement for any reason, Business Associate shall promptly return
or destroy all PHI received from Covered Entity, or created or received by Business
Associate on behalf of Covered Entity. Business Associate shall not retain any copies
of the PHI. In the event that Business Associate determines that returning or
destroying the PHI is infeasible, Business Associate shall provide to Covered Entity
written notification of the conditions that make return or destruction infeasible. If the
return or destruction of PHI is infeasible, Business Associate shall extend the
protections of this Addendum to such PHI and limit further uses and disclosures of
such PHI to those purposes that make the return or destruction infeasible, for so long
as Business Associate maintains such PHI.
IV.
OBLIGATIONS OF COVERED ENTITY
A.
Covered Entity shall:
1.
Provide Business Associate a copy of its Notice of Privacy Practices
(“Notice”) produced by Covered Entity in accordance with 45 C.F.R. §
164.520 as well as any changes to such notice that may effect Business
Associate’s use or disclosure of PHI;
2.
Provide Business Associate with any changes in, or revocation of,
authorizations by Individuals relating to the use and/or disclosure of PHI, if
such changes affect Business Associate’s permitted or required uses and/or
disclosures;
3.
Notify Business Associate of any restriction to the use and/or disclosure of
PHI to which Covered Entity has agreed in accordance with 45 C.F.R. §
164.522;
4.
Notify Business Associate of any amendment to PHI to which Covered Entity
has agreed that affects a Designated Record Set, if any, maintained by
Business Associate;
5.
Not request Business Associate to use or disclose PHI in any manner that
would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by
Covered Entity; and
6.
Provide Business Associate with a Limited Data Set, if practical, and,
otherwise, shall disclose to Business Associate only the minimum amount of
PHI reasonably necessary for Business Associate to accomplish the intended
purpose of such disclosure.
7.
Be responsible for obtaining any authorizations or patient permission
necessary under applicable state law to disclose PHI to Business Associate
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and for Business Associate to use PHI for the purposes outlined in this
Addendum and the Agreement.
V.
CHANGES OR MODIFICATIONS TO HIPAA
A.
If, following the Effective Date, HIPAA, the Privacy Standards and/or the Security
Standards are modified, and/or additional federal or state regulations are issued pursuant to
HIPAA, the parties agree to work together in good faith to amend this Addendum so that the
parties remain in compliance with such laws and regulations.
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