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MASTER TERMS AND CONDITIONS
THESE MASTER TERMS AND CONDITIONS (with all attached exhibits and referenced documents, the "Master Terms and
Conditions," and combined with active Orders for Services or any other duly executed documents referencing these Terms and
Conditions will constitute, the "Agreement") govern Workiva's provision of Services to Customer. These Terms and Conditions have
been agreed to as of the 16th of December, 2016 (the "Effective Date") by and between Workiva Inc. ("Workiva") a Delaware
corporation with its place of business at 2900 University Boulevard, Ames, Iowa 50010 and, City of Yakima, Washington and its
Affiliates (collectively "Customer") a company with a business address of 129 North Second Street, Yakima, Washington 98901.
1.0 Services. Subscription Services and Professional Services (collectively referred to herein as, the "Services") are each
available for Customer as set forth in these Master Terms and Conditions and the applicable ordering document (in the case
of Subscription Services, a "Subscription Order," in the case of professional Services, a "Services Order," and in the case of
Onsite Services, a "Statement of Work" or, a "SOW," and for purposes of the Agreement, these ordering documents may be
collectively referred to as, "Orders" or individually as, an "Order") entered into by Workiva and Customer.
1.1 Professional Services. Workiva shall provide professional Services such as setups, trainings, and other
professional services ("Professional Services") as set forth in a Services Order. Workiva may also provide various Professional
Services while onsite at Customer's facilities ("Onsite Services") as set forth in a Statement of Work. The attached Exhibit A
(the "Onsite Addendum") will solely apply to Workiva's provision of Onsite Services.
1.2 Subscription Services.
(a) Pursuant to the terms of the Agreement, Workiva shall provide Customer with subscription based
access, exercisable through Customer's Users (defined in Section 1.2(b) below), to the Software (the "Subscription
Services"). The Subscription Services include Software related support as set forth in the Subscription Order and
Section 2.1 ("Support"). "Software" means Workiva's cloud based software programs which are made up of
Workiva's proprietary software as more adequately described in the applicable Subscription Order, the
Documentation and Third Party Software. "Documentation" means the manuals, specifications, and other materials
describing the functionality, features, and operating characteristics of the Software, available at
https://success.wdesk.com/help, including any updates thereto. "Third Party Software" means software and services
authored by a third party, including, the Google App Engine and Amazon Web Services.
(b) Beginning on the start date set forth in the applicable Subscription Order (the "Start Date") and subject
to the terms of the Agreement, Workiva grants to Customer and its Users, a non-exclusive, non -transferable,
worldwide right to access, use, and display the Software in connection with the Subscription Services. "Users" means
those individuals that Customer provides (or that Workiva provides at Customer's request) user identifications and
passwords to Customer's account. Users may include Customer (or Affiliate, defined in Section 1.2(d) below)
employees, consultants, contractors, agents, and third parties with which Customer transacts business. Users will
be determined on a named user basis rather than on a concurrent user or shared user basis; provided that Customer
may reassign different individuals on a reasonable basis (e.g., an employee changes positions or leaves Customer's
employ). Workiva reserves the right to update Customer's Software so that it remains current with the then current
version of Software available to Workiva's customers generally. Customer is responsible for each of its Users' acts
and omissions and remains liable to Workiva for any User's (including an authorized third party acting as a User on
Customer's behalf) breach of the Agreement.
(c) During a Subscription Term (defined in Section 4.2 below) Customer may add Users, or User add-on
features ("Add -Ons"), via the administrative tools available in Customer's subscription account. Workiva may monitor
the number of Users with access and/or Add -Ons active in Customer's account and if Workiva discovers the number
of Users or Add -Ons in Customers account exceeds the scope as set forth in the applicable Subscription Order,
Customer will be responsible for any associated Fees. Monitoring by Workiva shall not require access to Customer's
network or Customer Data. Such Fees will be calculated based upon the pricing set forth in the applicable Subscription
Order and the remainder of months in the Subscription Term beginning on the first day of the calendar month in which
such User or Add -On is added. Customer will remain responsible for associated Fees for future Subscription Terms
until such Users or Add -Ons are removed. If Workiva deems necessary in its sole discretion, Customer shall execute
documentation memorializing the change to its number of Users or Add -Ons enabled.
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(d) Affiliates may also receive Services by executing an Order that outlines the scope of such Services and
incorporates these Master Terms and Conditions by reference. Upon an Affiliates' entering into an Order: (i) these
Master Terms and Conditions combined with any Orders between such Affiliate and Workiva will constitute the
"Agreement," (ii) such Affiliate shall be considered "Customer" as such term is used in the Agreement, and (iii) such
Affiliate will be solely responsible for its obligations under the Agreement. In the event that Customer permits one of
its Affiliates to use the Software as a User subject to Customer's Agreement (in contrast to doing so under such
Affiliate's own Agreement), Customer will be responsible for such Affiliate's compliance with the terms of the
Agreement and, for purposes of the foregoing, all obligations of Customer shall apply equally to each such Affiliate
that receives Services under a Customer Order. "Affiliate" means any corporation, partnership, joint venture, joint
stock company, limited liability company, trust, estate, association, or other entity the existence of which is recognized
by any governmental authority, (collectively an "Entity") that directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with Customer or any Entity in which Customer has any direct
or indirect ownership interest, whether controlling or not, of at least 50%, at any time during the Agreement Term
(defined in Section 4.1 below). For purposes of this definition the term "controls", "is controlled by" or "under
common control with" means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.
(e) Over the course of the Agreement Term Workiva may introduce new features, functionality, software,
or user types, that are only available under a different pricing model or on a version of Software other than the version
Customer currently accesses ("New Features"). In the event Customer desires to purchase New Features Workiva
reserves the right, in its sole discretion, to update Customer's account, pricing model, or Software version to facilitate
the provision of such New Features.
2.0 Customer Support; Security; Customer Data.
2.1 Support. As a part of the Services, Workiva shall provide Customer with Software Support as set forth in the
applicable Subscription Order. In addition the Software and Services will be provided in accordance with Exhibit B attached
hereto (the "Service Levels").
2.2 Security. As a part of the Services Workiva shall maintain appropriate administrative, physical, and technical
safeguards for the security, confidentiality and integrity of any data or information inputted, edited, authored, generated,
managed, or otherwise submitted by Customer or its Users into Customer's subscription account ("Customer Data"), more
further described in Workiva's Security standards set forth in Exhibit C.
2.3 Customer Data; Other Responsibilities. Workiva shall not modify, disclose (except as compelled by law in
accordance with Section 5.4, to perform Services or as expressly permitted in writing by Customer), or access (except to provide
or improve the Software or Services and prevent or address service or technical problems, or at Customer's request in
connection with Support) Customer Data. Workiva and its service providers may not otherwise collect, use, disclose, or utilize
Customer Data. Workiva shall provide the Services in accordance with applicable laws and government regulations. Except
as otherwise agreed in writing, Customer is responsible for the accuracy, truthfulness, consistency, completeness, and any
output from the Software, and consents to use of all Customer Data in accordance with the Agreement, and Workiva will neither
have the responsibility to review, nor any liability as to the accuracy of, any information or content posted by Customer or its
Users. Customer's and its Users' use of the Software will comply with applicable local, state, federal and international law,
regulations and conventions, including without limitation those related to data privacy, international communications and the
exportation of technical or personal data. Customer represents and warrants to Workiva that Customer has sufficient rights in
the Customer Data to authorize Workiva to process, distribute and display the Customer Data as contemplated by the
Agreement, and that the Customer Data and its use hereunder will not violate or infringe the rights of any third party.
2.4 Web Analytics. In providing the Subscription Services, Workiva utilizes the services of Google and Amazon
("Cloud Hosting Providers"). Workiva and its Cloud Hosting Providers may record and collect information related to
Customer's subscription account activity (e.g., typical web analytics, which includes latency, packet size, hops, and source
destination) in the course of providing the Services, but may only use such information to improve the Services and/or fulfill its
rights and obligations under the Agreement. Collection of such information by Cloud Hosting Providers is not individually linked
to Customer or its Users, is de -identified, and is aggregated across all of Workiva's customers. Any use of such information is
subject to the terms of Section 5.
3.0 Fees; Payment. Customer shall pay the fees associated with the applicable Services in an Order ("Fees") as set forth below.
3.1 Invoicing. Unless otherwise specified in the applicable Order: (a) Customer shall pay all undisputed Fees no later
than thirty (30) days from receipt of invoice, (b) Workiva may impose a late payment charge equal to the lesser of (i) one and
one-half percent (1.5%) per month or (H) the maximum rate allowed by law, beginning thirty-one (31) days from receipt of
invoice, and (c) if Customer has not paid all undisputed Fees in full within forty-five (45) days from receipt of invoice, Workiva
has the right to suspend provision of Services until full payment, including late payment charges, are paid by Customer. If
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Customer disputes any Fees invoiced, Customer must provide Workiva written notice of such dispute within fifteen (15) days
from receipt of the applicable invoice. Customer and Workiva will then work in good faith to address such contested amounts,
provided, however, that Customer will remain responsible for the portion of Fees that are not disputed.
3.2 Taxes. Fees stated in the Orders do not include applicable taxes. Customer agrees to bear and be responsible
for the payment of all taxes, except for taxes based upon Workiva's income, including all sales, use harmonized, rental receipt,
personal property, customs duties or levies, federal, provincial or foreign taxes or other taxes, which may be levied or assessed
in connection with the Agreement. Customer shall pay such tax when due or reimburse Workiva as Workiva may request. If
any tax is required to be paid by Workiva, the full amount of such tax will be billed to Customer separately, whether or not the
Agreement is then in effect and promptly paid by Customer.
3.3 Purchase Orders: Payment Processors. To the extent Customer requires the use of a purchase order prior to
making any payments under the Agreement, Customer's failure to submit such purchase order to Workiva does not excuse
Customer from payment of the Fees in the amounts, or in the manner, agreed upon herein or in the applicable Order. If
Customer requires the use of a third party for invoice processing, Customer shall be the sole bearer of any cost and expense
associated with such third party.
3.4 Fee Increases. Unless otherwise specified in an Order Workiva may increase Fees for the Subscription Services
not more than once in each twelve (12) month period upon thirty (30) days prior written notice to Customer. Customer will only
be responsible for increased Subscription Service Fees for those Subscription Terms subsequent to the Subscription Term in
which Customer received such price increase notice. Once the parties have entered into a Service Order or SOW, Workiva
may not increase such underlying Fees (absent an agreed upon amendment or Change Order), provided that, after completion
of the agreed upon Consulting or Onsite Services Workiva may increase the Fees associated with its general Consulting and
Onsite Service offerings in its sole discretion.
4.0 Term; Termination.
4.1 Agreement Term. The Agreement begins on the Effective Date above, and shall continue until all Orders
associated with the Agreement have expired or been terminated (the "Agreement Term"), subject to Section 10.13.
4.2 Subscription Term. Unless otherwise specified in a Subscription Order, the Subscription Services will: (a) begin
on the Start Date in the applicable Subscription Order and remain in effect for the period specified therein (the "Subscription
Term"), and (b) automatically and continuously renew for the same period of time as the initial Subscription Term until either
party notifies the other in writing that it will not renew at least thirty (30) days prior to the expiration of the then current
Subscription Term. Regardless of Customer's notice of non -renewal, Customer will remain responsible for the Fees associated
with the then current Subscription Term.
4.3 Service Order and SOW Terms. The period of performance set forth in Orders for Consulting Services or Onsite
Services will be as agreed upon by the parties and set forth in the applicable Order.
4.4 Termination for Convenience. Customer may terminate the Agreement or an Order without cause upon thirty (30)
days written notice. If Customer terminates without cause, Customer will not receive a refund for any prepaid Subscription
Services Fees, but Workiva will refund any prepaid Fees for Consulting or Onsite Services not completed as of the effective
date of termination. Workiva may terminate the Agreement without cause upon ninety (90) days written notice, provided that it
shall refund all unearned Fees within thirty (30) days of the termination effective date.
4.5 Termination for Material Breach. Either party may terminate the Agreement, or any individual Order, for a material
breach by the other party that is not cured within thirty (30) days after written notice of such material breach. The non -breaching
party may elect to terminate the applicable Order only or the Agreement as a whole (and thus, all Orders hereunder). In the
event the Agreement is terminated due to Workiva's uncured material breach, Workiva will refund all unearned Fees within thirty
(30) days of the termination effective date.
4.6 Termination for Bankruptcy. Either party may terminate the Agreement or any Order, or suspend its performance
hereunder or thereunder, if the other party becomes insolvent or bankrupt or ceases to do business.
4.7 Survival. Neither expiration nor termination of the Agreement will terminate those obligations and rights of the
parties pursuant to provisions of the Agreement which by their express terms are intended to survive and such provisions will
survive the expiration or termination of the Agreement. Without limiting the foregoing, the respective rights and obligations of
the parties under Sections 4.7, 5, 6, 7, 9, and 10 of these Master Terms and Conditions will survive the expiration or termination
of the Agreement regardless of when such termination becomes effective.
5.0 Confidentiality.
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5.1 Confidential Information. In connection with the Agreement, each of the parties may disclose to the other party
information that relates to the disclosing party's or disclosing party's customers' business operations, financial condition,
customers, products, services, or technical knowledge ("Confidential Information"). Except as otherwise specifically agreed
in writing, each party agrees that: (a) all information communicated to it by the other in connection with the Agreement and
identified as confidential, (b) any information exchanged between the parties in connection with Customer's purchase of any
additional Services, and (c) all information communicated to it that reasonably should have been understood by the receiving
party, because of confidentiality, descriptions or similar legends, the circumstances of disclosure or the nature of the information
itself, to be confidential to the disclosing party, will be Confidential Information and will be deemed to have been received in
confidence and will be used only for purposes of the Agreement. Workiva Confidential Information includes the Software,
Services, Fees, the terms of the Agreement, development plans, and any security specifications, reports or assessments related
to the Software, Workiva or its Cloud Hosting Providers. Customer Confidential Information includes Customer Data.
5.2 Standard of Care; Third Parties. Each party will use at least the same degree of care to safeguard and to prevent
disclosing to third parties the Confidential Information of the other as it employs to avoid unauthorized disclosure or publication
of its own information (or information of its customers) of a similar nature, and in any event, no less than reasonable care. Each
party may disclose relevant aspects of the other party's Confidential Information to its employees to the extent such disclosure
is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under the Agreement; provided,
however, that such party will use reasonable efforts to ensure that all such persons comply with these confidentiality
provisions. Each party may disclose the other party's Confidential Information to third parties provided that such third parties
are subject to (a) written confidentiality obligations at least as restrictive as those set forth in the Agreement, or (b) other
professional or fiduciary obligations of confidentiality. These third parties are restricted to using the Confidential Information for
the sole purpose of providing the contracted services to the party. Each party will be responsible for any improper disclosure
of Confidential Information by such party's employees, agents, or contractors.
5.3 Preclusions on Use. Neither party will (a) use, or make any copies of, the Confidential Information of the other
party except to fulfill its rights and obligations under the Agreement, (b) acquire any right in or assert any lien against the
Confidential Information of the other, or (c) sell, assign, lease, or otherwise commercially exploit the Confidential Information
(or any derivative works thereof) of the other party. Neither party may withhold the Confidential Information of the other party or
refuse for any reason (including due to the other party's actual or alleged breach of the Agreement) to promptly return to the
other party its Confidential Information (including copies thereof) if requested to do so. Upon expiration or termination of the
Agreement and completion of a party's obligations under the Agreement, each party will return or destroy, as the other party
may direct, all documentation in any medium that contains or refers to the other party's Confidential Information, and retain no
copies. Subject to the foregoing confidentiality obligations, either party may retain copies of the Confidential Information of the
other party to the extent required to document its performance or for compliance with applicable laws or regulations.
5.4 Exclusions; Permitted Use. This Section 5 will not apply to any particular information that either party can
demonstrate (a) was, at the time of disclosure to it, in the public domain, (b) after disclosure to it, is published or otherwise
becomes part of the public domain through no fault of the receiving party, (c) was in the possession of the receiving party at the
time of disclosure to it and was not the subject of a pre-existing confidentiality obligation, (d) was received after disclosure to it
from a third party who had a lawful right to disclose such information (without corresponding confidentiality obligations) to it, or
(e) was independently developed by or for the receiving party without use of the Confidential Information of the disclosing party.
In addition, a party will not be considered to have breached its obligations under this Section 5 for disclosing Confidential
Information of the other party to the extent required to satisfy any legal requirement of a competent governmental or regulatory
authority, provided that promptly upon receiving any such request, and to the extent it is legally permissible, such party advises
the other party prior to making such disclosure and provides a reasonable opportunity to the other party to object to such
disclosure, take action to ensure confidential treatment of the Confidential Information, or (subject to applicable law) take such
other action as it considers appropriate to protect the Confidential Information.
5.5 Unauthorized Access. Each party will: (a) notify the other party promptly of any material unauthorized possession,
use, or knowledge of the other party's Confidential Information by any person that may become known to such party, (b)
promptly furnish to the other party details of the unauthorized possession, use, or knowledge, or attempt thereof, and use
reasonable efforts to assist the other party in investigating or preventing the recurrence of any unauthorized possession, use,
or knowledge, or attempt thereof, of Confidential Information, (c) use reasonable efforts to cooperate with the other party in any
litigation and investigation against third parties deemed necessary by the other party to protect its proprietary rights, and (d)
promptly use reasonable efforts to prevent a recurrence of any such unauthorized possession, use, or knowledge of Confidential
Information.
5.6 Loq-Ins and Passwords. In addition to the foregoing obligations, Customer agrees to hold the Software,
Subscription Services and all associated log -ins and passwords in confidence, and to protect the confidential nature thereof,
and shall not disclose any trade secrets contained, embodied, or utilized therein, to anyone other than a User having a need
for such disclosure, and then only to allow use of the Software as authorized herein. Customer shall take all reasonable steps
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to ensure that the provisions of this Section 5.6 are not violated by any employee, User, or any other person under Customer's
control or in its service.
6.0 Ownership; Usage Restrictions.
6.1 Workiva Ownership. Workiva retains all ownership of and title to, and all intellectual property rights in, the
Software, Services, and all software, equipment, processes, facilities, and materials utilized by or on behalf of Workiva to provide
the same, including all patents, trademarks, copyrights, trade secrets, and other property or intellectual property
rights. Customer acknowledges and agrees that Workiva shall own all right, title and interest in and to any modifications,
derivative works, changes, expansions or improvements to the Software, and Services, without any other or subordinate right
whatsoever being held by Customer. Customer shall acquire no rights therein other than those limited rights of use specifically
conferred by the Agreement. Customer may not create derivative works based upon the Software, or Services in whole or in
part, or develop or request third parties to develop or modify any software based on ideas, processes, or materials incorporated
therein. Customer shall not delete, remove, modify, obscure, fail to reproduce, or in any way interfere with any proprietary,
trade secret, or copyright notice appearing on or incorporated in the Software. All rights related to the Software, or Services
that are not expressly granted to Customer under the Agreement are reserved by Workiva. In the event that Customer provides
Workiva with any comments, suggestions, or other feedback with respect to the Software, or Services, Customer hereby grants
Workiva a perpetual, irrevocable, worldwide license to use any such feedback, and Workiva has the right, but not the obligation,
to use such feedback in any way without restriction or obligation to Customer. Workiva will be the exclusive owner of, and will
be free to use for any purpose, any ideas, concepts, know-how, or techniques that result from Customer or Users' feedback,
including, without limitation, any modifications or enhancements to the Software, or Services. Upon Workiva's reasonable
request, Customer agrees to execute such additional documents as Workiva deems necessary or convenient for perfecting or
recording Workiva's ownership interest, provided that preparation of such additional documents shall be at the expense of
Workiva.
6.2 Customer Ownership. With the exception of a license granted to Workiva to use Customer Data solely for the
purpose of performing the Services, Workiva acquires no right, title, or interest from Customer or its Users to Customer Data,
including any intellectual property rights therein. Subject to the Agreement, Customer, its Users and each of its Affiliates hereby
grant Workiva a limited, royalty -free, fully -paid up, non-exclusive and non -transferable license to process Customer Data in the
United States (unless otherwise stated on an Order) solely as necessary to provide the Services for Customer's and such
Affiliates' benefit as provided in the Agreement (and as otherwise instructed by Customer or a User) for so long as Customer
or any User uploads or stores such Customer Data in the Software.
6.3 Usage Restrictions. Unless expressly agreed otherwise in the applicable Order, Customer may access and use
the Software for Customer's business use only, and not for the benefit of, or to provide services to, any third party. Customer
shall not grant rights of access to the Software to anyone other than Users without Workiva's prior written consent. The rights
granted to Customer under the Agreement may not be sold, resold, assigned (except as set forth in Sections 1.2(b) and 10.6),
leased, rented, sublicensed, or otherwise transferred or made available for use by third parties, in whole or in part, by Customer
without Workiva's prior written consent. For the avoidance of doubt, Customer may allow an Affiliate to use the Software under
Customer's Order for such Affiliate's benefit, subject to Section 1.2(d). Customer shall not gain or attempt to gain unauthorized
access to any portion of the Software, or its related systems or networks, for use in a manner that would exceed the scope
granted under the Agreement, or facilitate any such unauthorized access for any third party. If any unauthorized access occurs,
Customer shall promptly notify Workiva of the incident and shall reasonably cooperate in resolving the issue. Customer shall
not reverse engineer, decompile, or disassemble any Software or otherwise attempt to discover the source code thereof or
permit any third party to do so. Customer shall not attempt to disable or circumvent any security measures in place. Customer
may not knowingly reproduce or copy the Software, in whole or in part. Customer shall not modify, adapt, or create derivative
works of the Software. Customer shall not use the Software to store or transmit libelous or otherwise unlawful or tortious
material or any material in violation of third party privacy rights. Customer shall not knowingly interfere with or disrupt the
integrity or performance of the Software or third party data contained therein.
7.0 Warranties; Disclaimers.
7.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly
organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its
incorporation or other organization, (b) it has, and throughout the Agreement Term, will retain, the full right, power, and authority
to enter into the Agreement and perform its obligations hereunder, (c) the execution of these Master Terms and Conditions by
its representative set forth below has been duly authorized by all necessary corporate or organizational action of such party,
and (d) when executed and delivered by both parties, an Order incorporating these Master Terms and Conditions will constitute
the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2 Workiva Representations and Warranties. Workiva warrants (a) that the Software will perform materially in
accordance with the Documentation and the Agreement, (b) to use best efforts to correct material defects that are reported by
Customer or its Users as further set forth in the Service Levels (if a malfunction is due to a problem with Customer hardware or
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software, Workiva will so inform Customer and it will be Customer's responsibility to obtain and pay for any repairs or
modifications required for such Customer hardware or software), (c) the Services will be performed in a timely, professional,
and workmanlike manner with a level of care, skill, practice, and judgment consistent with commercially reasonable industry
standards and practices for similar services, using personnel with the requisite skill, experience, and qualifications, and will
devote adequate resources to meet Workiva's obligations under the Agreement, (d) the Documentation will be reasonably
updated so that it continues to describe the Software and Services in all material respects, and (e) to the best of its knowledge,
the Software does not contain code whose purpose is to disrupt, damage, or interfere with Customer systems, software, or
Customer Data. Customer's sole and exclusive remedy for Workiva's breach of a warranty above shall be as provided in
Section 4.4.
7.3 Customer Acknowledgements. Customer accepts responsibility for selection of the Services to achieve
Customer's intended results. Customer is solely responsible for obtaining all necessary rights and consents to enter Customer
Data into the Software and hereby warrants that providing Customer Data to Workiva under the Agreement will not violate or
infringe the rights of any third party.
7.4 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, THE SOFTWARE AND
SERVICES ARE PROVIDED "AS IS." WORKIVA, ITS LICENSORS, AND SERVICE PROVIDERS DO NOT MAKE ANY
EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND WORKIVA
EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. Workiva does not warrant that the Software or Subscription
Services: (a) will be uninterrupted or error free or (b) will operate in combination with other hardware or software unless such
hardware or software is Third Party Software or hardware or software expressly approved or recommended by
Workiva. Customer acknowledges and agrees that Workiva and its licensors are not responsible for: (i) the accuracy or integrity
of any Customer Data, (ii) the performance of Customer's or its Users' equipment, (iii) delivery of services or connectivity
provided by third parties to Customer and its Users, or (iv) any loss or corruption of Customer Data that occurs as a result of
transmitting or receiving Customer Data or viruses due to Customer's, or its Users', connection and access to the internet.
8.0 Infringement Indemnification.
8.1 Obligation to Defend. Workiva will (a) defend Customer from and against any claim by a third party alleging that
the Software, when used as authorized under the Agreement, directly infringes such third party's patents, copyrights, or
trademarks, and (b) in relation to such claim, indemnify and hold harmless Customer from any damages and costs finally
awarded or agreed to in settlement by Workiva (including reasonable attorneys' fees).
8.2 Notice of Obligation. Workiva's obligations under Section 8.1 are expressly conditioned on the following:
Customer shall (a) promptly notify Workiva in writing of any such claim of which Customer has actual knowledge (provided that
failure to do so will only release Workiva from this obligation to the extent that such failure led to material prejudice), (b) in
writing, grant Workiva sole control of the defense of any such claim and of all negotiations for its settlement or compromise,
provided that no such settlement or compromise may impose any monetary or other obligations on Customer, and (c)
reasonably cooperate with Workiva to facilitate the settlement or defense of the claim.
8.3 Replacement Software. Should the Software become, or of in Workiva's opinion is likely to become, the subject
of a claim of infringement of a patent, trade secret, trademark, or copyright, Workiva may (a) procure for Customer, at no
additional cost to Customer, the right to continue to use the Software, (b) replace or modify the Software, at no cost to Customer,
to make it non -infringing, provided that the same function is performed by the replacement or modified Software, or (c) if in
Workiva's judgment the right to continue to use the Software cannot be reasonably procured or the Software cannot reasonably
be replaced or modified, terminate the Agreement (or the applicable Order) and grant Customer a pro -rated refund of any
advance Fees paid applicable to the remainder of the Subscription Term.
8.4 Limitation. This Section 8 states the entire liability of Workiva with respect to infringement by Workiva software,
or any parts thereof, and Workiva shall have no additional liability with respect to any alleged or proven infringement.
9.0 Limitation of Liability.
9.1 SUBJECT TO SECTION 9.2, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH
THE SOFTWARE, SOLUTION, SERVICES, OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES OR ANY
ORDER, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, (B) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
ANY LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF
CUSTOMER'S MISUSE OF, OR INABILITY TO USE, THE SOFTWARE IN ACCORDANCE WITH THE DOCUMENTATION,
OR THE PERFORMANCE OR NONPERFORMANCE OF THE SOFTWARE OR SERVICES, AND (C) WORKIVA'S MAXIMUM
LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER
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TO WHICH THE CLAIM RELATES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM
FIRST ACCRUED.
9.2 NOTWITHSTANDING THE ABOVE LIMITATIONS, THERE WILL BE NO LIMIT TO WORKIVA'S LIABILITY
ARISING OUT OF (A) DEATH OR PERSONAL INJURY CAUSED BY WORKIVA'S NEGLIGENCE, (B) FRAUD OR
FRAUDULENT MISREPRESENTATION, OR (C) ANY LIABILITY WHICH CANNOT LEGALLY BE EXCLUDED OR LIMITED.
10.0 Miscellaneous.
10.1 Public Announcements. Customer grants Workiva the right to use Customer's name, logo, trademarks, quotes,
and/or trade names in press releases, product brochures, sales presentations, financial reports, webinars, and on its websites
indicating that Customer is a customer of Workiva. All other public statements or releases require the mutual consent of the
parties.
10.2 Non -Solicitation. Each party recognizes that the other party's employees constitute valuable assets. Accordingly,
neither party will, during the Agreement Term and for a period of one (1) year thereafter, directly solicit any of the other's
employees for positions of employment or as consultants or independent contractors. Notwithstanding the foregoing, neither
party is precluded from (a) hiring an employee of a party that independently approaches it, (b) indirectly soliciting the other
party's employees through the use of a staffing agency, provided that the party has not provided the staffing agency with names
or other information to facilitate the solicitation of the other party's employee or contractor, or (c) conducting general recruiting
activities, such as participation in job fairs or publishing advertisement in publications or on websites for general circulation.
10.3 Relationship of the Parties. The parties agree they are independent parties. Neither party shall be considered to
be a partner, joint venture, employer, or employee of the other under the Agreement. The Agreement creates no agency in
either party, and neither party has any authority whatsoever to bind the other party in any transaction or make any
representations on behalf of the other party.
10.4 Notice. Any notice or demand which is required to be given under the Agreement will be deemed to have been
sufficiently given and received for all purposes when delivered by hand, confirmed electronic transmission, or nationally
recognized overnight courier, or five (5) days after being sent by certified or registered mail, postage and charges prepaid,
return receipt requested, to the address, facsimile number, or the e-mail address identified in the applicable Order, and to the
attention of such other person(s) or officer(s) as either party may designate by written notice. The party providing notice in
accordance with this Section 10.4 shall also send a copy to:
If to Customer:
City of Yakima, Washington
129 N. 2nd Street
If to Workiva:
Workiva Inc.
2900 University Boulevard
Yakima, WA 98901 Ames, Iowa 50010
ATTN: Jeanne Thompson ATTN: Workiva Legal Department
10.5 Governing Law. Without regard to its conflicts of laws principles, the laws of Delaware govern all matters arising
under or relating to the Agreement.
10.6 Assignment. Neither party may assign the Agreement, or any of its interest herein, without the prior written
consent of the other party, which consent may not be unreasonably withheld or delayed; provided, however, that no such prior
approval shall be required for an assignment in connection with a sale of all or substantially all of a party's business related to
the subject matter of the Agreement or any merger, sale of a controlling interest, or other change of control of such party. In
the event of assignment as mentioned in the previous sentence, the assigning party shall provide written notice as soon as is
reasonably practicable. The Agreement applies to and binds the permitted successors and assigns of the parties.
10.7 Force Majeure. Neither party will be in default or otherwise liable for any delay in or failure of its performance
under the Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God or
the common enemy or earthquakes, floods, fires, epidemics, riots, or failures or delays in transportation or communications
(each, a "Force Majeure Event"). The parties will promptly inform and consult with each other as to any of the above causes
which in their judgment may or could be the cause of a delay in the performance of the Agreement.
10.8 Injunctive Relief. Each party acknowledges and agrees that a breach or threatened breach by either party of any
of its obligations under Sections 5 or 6 wit cause immediate and irreparable harm to the non -breaching party for which monetary
damages may not constitute an adequate remedy. Accordingly, the breaching party acknowledges and agrees that the non -
breaching party shall be entitled to injunctive relief for the breaching party's obligations herein, without the non -breaching party
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having to prove actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the
exclusive remedy for the breaching party's breach of the Agreement, but shall be in addition to all other remedies available to
the non -breaching party at law or in equity.
10.9 Federal Government End Use Provisions. Workiva provides the Services and Software, including related
software and technology, for ultimate federal government end use solely in accordance with the following: Government technical
data and software rights related to the Software include only those rights customarily provided to the public as defined in these
Master Terms and Conditions. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data)
and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data -Commercial
Items) and DFAR 227.7202-03 (Rights in Commercial Computer Software or Computer Software Documentation). If any portion
of the Software is deemed "non-commercial," the Services are licensed under the terms hereof and under the RESTRICTED
RIGHTS set forth in the applicable FARs and DFARs (and the government's use, duplication and disclosure rights are restricted
as set forth therein). If a government agency has a need for rights not conveyed under these terms, it must negotiate with
Workiva to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum
specifically conveying such rights must be included in any applicable contract or agreement.
10.10 Further Assurances. The parties shall reasonably cooperate with each other to provide such further assurances
as may be reasonably required to better evidence and reflect, or to show the ability to carry out the intent, purposes, and
obligations of the Agreement.
10.11 Pre -Release Data. The Parties acknowledge that Customer Data may include Customer material non-public
information (the "Pre -Release Data") and that United States securities laws impose certain restrictions on trading securities of
an issuer when in possession of Pre -Release Data and on communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely to trade in such securities based on such Pre -
Release Data. Workiva confirms that its employees and service providers that have unencrypted access have been informed
as to the confidential nature of Customer's Pre -Release Data and the importance of preserving its confidentiality, including
refraining from trading in Customer's securities while in possession thereof.
10.12 Third Party Beneficiaries. Workiva Inc., its affiliates and licensors, as well as Customer's Affiliates that receive
access as set forth in Section 1.2(d), may be third party beneficiaries of the Agreement. No other third party, including without
limitation Customer's addition of third party Users pursuant to Section 1.2(b), is intended to be a beneficiary of the Agreement
entitled to enforce its terms directly.
10.13 Third Party Terms. As of the Start Date in Customer's initial Subscription Order unless otherwise stated therein
there are no terms and conditions for Third Party Software with which Customer must comply. If after Workiva commences its
provision of Subscription Services any underlying Third Party Software becomes subject to additional terms and conditions,
upon reasonable prior written notice to Customer such terms may be attached to the Agreement, or otherwise incorporated by
reference. If Customer does not consent to such terms it must notify Workiva of its rejection within thirty (30) days of receipt of
such notice and, notwithstanding anything to the contrary in Section 4.1 of these Master Terms and Conditions, the Agreement
will continue under the terms and conditions previously in place until the completion of all then active Subscription Terms, at
which time the Agreement and all Orders hereto will expire and be of no further force or effect.
10.14 General.
(a) On the Effective Date, the Agreement supersedes all previous discussions, negotiations,
understandings, and agreements between the parties with respect to its subject matter, including any non -disclosure
agreements and/or obligations which will be expressly superseded in their entirety by Section 5 of these Master Terms
and Conditions, and constitutes the entire Agreement between the parties. No oral statements or material not
specifically incorporated herein will be of any force and effect. With the exception of any terms or conditions
associated with additional Services available for purchase via Workiva's website that have been accepted or
acknowledged (electronically or otherwise) by Customer or a User, no changes in or additions to these Master Terms
and Conditions will be recognized unless incorporated herein by amendment and signed by duly authorized
representatives of both parties. The application of Customer's general master terms and conditions in any vendor
acknowledgement or Customer's other general purchasing conditions are hereby expressly excluded and objected
to by Workiva. These Master Terms and Conditions shall apply and supersede the pre-printed terms and conditions
of any form submitted, in electronic format or otherwise, by either party. The Agreement will not be construed against
either party as the purported drafter.
(b) The waiver by either party of a breach or violation of any provision of the Agreement will not operate
as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof.
(c) In the event any provision of the Agreement is held to be unenforceable for any reason, the
unenforceability thereof will not affect the remainder of the Agreement, which will remain in full force and effect and
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enforceable in accordance with its terms. With respect to any unenforceable provision, the applicable arbitrator or
court shall deem the provision modified to the extent necessary, in such adjudicator's opinion, to render such term or
provision enforceable, and the rights and obligations of the parties will be construed and enforced accordingly,
preserving to the fullest permissible extent the intent and agreements of the parties set forth herein.
(d) Headings in these Master Terms and Conditions shall not be used to interpret or construe its provisions.
(e) The following order of precedence will be followed in resolving any inconsistencies between the terms
of these Master Terms and Conditions and the terms of any Orders, exhibits, statements of work, or other documents:
first, the Sections 1 - 10 of these Master Terms and Conditions, including the attached exhibits (which may give
priority to Orders for certain purposes); second, terms contained in an Order; and third, the terms of any other
documents referenced in any of the foregoing.
IN WITNESS WHEREOF, by signing below the parties agree to be bound by the foregoing Master Terms and Conditions.
City of Yakima, Washington
By: i4
Name: _Cliff Moore
Title: _City Manager II __
Date:"Del O l l.(
CITY CONTRACT NO: d0/6 a7D
RESOLUTION NO: r% /4
Name:
,ji11 Kl4\cl
Title: V I o "L v (LA -0
Date:
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EXHIBIT A
ONSITE SERVICES
This Onsite Services Exhibit shall supplement the Master Terms and Conditions with respect to Workiva's provision of Onsite Services
to Customer.
1.0 The Onsite Services will be scheduled following Workiva's receipt of a fully executed SOW. To the extent
Customer requires a purchase order, Customer shall insert any associated reference number in the Billing Contact Section of
the SOW. Upon receipt of a fully executed SOW and purchase order, the parties will determine and finalize scheduling for the
Onsite Services. Scheduling will be based upon the Customer's schedule, preferences, requirements, and the availability of
Workiva's resources; provided, however, that the onsite services will be conducted onsite at a Customer facility during normal
business hours, Monday through Friday, between 8:30 a.m. and 5:30 p.m. local Customer time, and remotely via telephone
and internet.
2.0 Subject to the parties' mutually agreed upon start date for Onsite Services Workiva has the sole discretion to set
the travel schedule of its personnel, on a reasonable basis (e.g., avoiding weekend or after hours travel). Portions of the Onsite
Services may be performed remotely. Workiva shall not be liable for delays that arise out of Customer's negligent acts or
omissions, or by Customer's breach of the Agreement.
3.0 Customer agrees to reasonably cooperate with Workiva until the Onsite Services are successfully completed.
Customer provides Workiva with a single point of contact who will receive all communications regarding the Onsite Services;
failure to provide a single point of contact may result in an increase or change to the onsite services scope, quote, and/or length.
The contact must have the authority to act for Customer in all aspects of the onsite services, including but not limited to bringing
issues to the attention of the appropriate persons within Customer's organization and resolving conflicting requirements.
Additionally, the contact will (a) ensure that any communications between Workiva and Customer, including scope related
questions or requests, are made through the appropriate Workiva personnel, (b) provide timely access to technical and business
points of contact, and required data/information for matters related to the scope of the onsite services; ensure attendance by
key Customer contacts at Customer meetings and presentations, (c) obtain and provide project requirements, information, data,
decisions, and approvals within one (1) working day of Workiva's request, unless both parties agree to a different response
time, and (d) ensure that Workiva personnel have reasonable and safe access to the Onsite Services site, internet connectivity,
a safe working environment, adequate office space, and appropriate conference room facilities (including projector and
whiteboard access) for meetings. Customer must inform Workiva of all access issues, required security measures, and provide
access to all necessary facilities. Customer will back up its files and Customer Data prior to Workiva's commencement of the
Onsite Services.
4.0 Customer will be invoiced for the Onsite Services as set forth in the SOW. Fees, expenses and taxes associated
with the Onsite Services shall be paid as set forth in the SOW and in accordance with the terms and conditions of the Agreement.
For the avoidance of doubt, any expenses related to the Onsite Services are included in the relevant Hourly Rate.
5.0 The parties acknowledge that each party retains sole ownership in its intellectual property, and that any
deliverables or transfer of ownership in intellectual property shall be specifically addressed in the relevant SOW.
6.0 The "Change Control Process" is the process that governs changes to the scope of the Onsite Services. A written
Change Order will be the vehicle for communicating any desired changes to the Onsite Services. The "Change Order" will
describe any proposed changes to the Onsite Services' scope, pricing, resources, and tasks; the reason for the change(s);
related assumptions and Customer responsibilities; and the schedule and price impacts of the change. Workiva will draft the
Change Order based on discussions with Customer. Only changes included in a Change Order signed by both Customer and
Workiva referencing the Agreement and the applicable SOW will be implemented. In some cases, a Change Order will authorize
Workiva to study the impacts that a proposed change will have in terms of required changes to the Onsite Services' scope,
schedule, and price. If, upon completion of the study, Customer agrees to proceed with an identified scope change, Workiva
will draft a separate Change Order to detail the specifics associated with that change.
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EXHIBIT B
SERVICE LEVEL COMMITMENT
1.0 Help Desk Operations: Workiva shall maintain a help desk staffed with personnel to receive inquiries by
telephone and e-mail between the hours of 9am — 5pm Monday — Friday (excluding holidays). Workiva has support centers located
in the United States' Eastern, Central, Mountain, and Pacific time zones, as well as Central European Time ("Business Hours").
Workiva will provide emergency support outside of Business Hours for Critical Issues (as defined below). All Critical Issues must be
reported via telephone. Non -Critical Issues reported outside of Business Hours will be responded to during the following business
day.
2.0 Support Response Times: Workiva shall use commercially reasonable efforts to correct or provide a
reasonable workaround to address all material errors that are identified in the Software pursuant to the chart below.
r,rorlevelk.
Crifecia,!yht
'r ~ ;'TWorkiva Rsponse'
Critical
Errors preventing essential -
work from being done in the'
necessary timeframes..
Workiva will respond to .initial:call within -,,one!."(1)�, hour. during:.
Business Hours'but in no event. longerthan�two~(2) hours,and-two:
(2) hours outside of. Business;; Hours: `. Workiva will work to:correct-
the ,issue or;provide a•reasonable work around,. 12' hours per day,
5 days a week, providing status_ updates; every -two (2) hours. For -
any critical: issues that:are nofresolved or for which:a reasonable,.
workaround -is not provided' within. six (6) hours; the issue shallbe
escalated to a member of.Workiva's Executive Management,whol
will be personally involved in•overseeind.resolution ::'' ,
Medium
Errors which cause impairment
of the Software functionality
that cause Customer to suffer
significant inconvenience in
performing day-to-day
business functions
Respond to initial call:or receipt of email within two (2)'hours.if
' received during' Business Hours`or,•if not;. then, within the first thirty'
(30) minutes of the subsequent business day: Workiva;willl work
to correct the issue or provide'a:reasonable` workaround during,
Business Hours, providing=status updates every: twenty..four (24)
hours. If a Medium Issue,.is not�'resolved`=or a reasonable -
workaround is not identified` with)in four. (4business days; the. issue
will be escalated to Critical unless. otherwise: agreed by.the parties.,.
Low
Errors where there are
problems of a -cosmetic nature_
or which have an insignificant
effect on Customer's
operations. -
Considered for nextscheduled material upgrade: of; the Software.=
3.0 Service Availability Commitment: The Software will be available 99.5% of the time, measured on a quarterly
basis. Availability shall be calculated for the measurement period by dividing (a) the Baseline Uptime less Unscheduled Downtime by
(b) the Baseline Uptime for the same period.
3.1 "Baseline Uptime" is the total number of minutes during the measurement period during which the Software is
available for access and use by the Customer. Baseline Uptime excludes Scheduled Downtime and Excused Downtime.
3.2 "Scheduled Downtime" is the total time during the measurement period that the Software is not available due to
planned maintenance. For more details on notice of Scheduled Downtime, see below.
3.3 "Unscheduled Downtime" is the total number of minutes during the measurement period during which the
Software is not available for use by the Customer other than Scheduled Downtime and Excused Downtime. Unscheduled
Downtime shall be measured from the time Customer first reports the outage to Workiva.
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3.4 "Excused Downtime" is the total time during which the Software is not available for use by the Customer due to
events outside of Workiva's control, including: (i) Customer side hardware or network issues, (ii) telecommunications outages,
or (iii) other Force Majeure Events.
4.0 Scheduled Downtime: Workiva uses commercially reasonable efforts to perform all scheduled maintenance in
a manner that does not typically require downtime. If downtime is required for maintenance, updates, or other fixes, it will occur during
off-peak periods (usually 2am-5am Eastern Standard Time on Saturday or Sundays). With respect to scheduled downtime required
by Workiva's service providers (e.g., Google, Amazon), Workiva will provide notice to Customer within forty-eight (48) hours of
receiving notice thereof from the applicable third party.
5.0 Uptime Credits: In the event that the availability of the Software for the applicable measurement period, as
measured above, is below 100%, Customer shall be eligible for the service credits described below.
. .
VUptime!Percentage=is�CreditsDue,:�..-r,^�w'��,�4rha*fy,
r ., ,.
.�����;z�xz.�#� ���;,�;��� r��e-4,� r, �
99.5% and Greater
0% of quarterly Subscription Service Fees for applicable period
Between 99.5 and 97.5%
10% of quarterly Subscription Service Fees for applicable. period .•
Between 97.5 and 95.5%
25% of quarterly Subscription Service Fees for -applicable period
Between 95.5 and 90.5%
35% of quarterly Subscription Service Fees for applicable period
Less than 90.5%
50% of quarterly Subscription Service Fees.for applicable period
6.0 Service Credits or Terminate for Refund. Customer may either elect to receive service credits or terminate the
Agreement or the applicable Order, for a pro -rated refund of the fees remaining for the remainder of the Term. If Customer elects to
receive service credits, they will be applied and offset future incurred Subscription Service Fees. If Customer elects to terminate the
Agreement Workiva will provide a pro -rated refund within a commercially reasonable amount of time after such termination. In order
to receive such refund, Customer must provide Workiva with thirty (30) days' written notice of its intent to terminate the Agreement
due to the unavailability of the Software. Service credits or a refund shall constitute Customer's sole and exclusive remedy for the
applicable outages.
7.0 Customer Must Request Service Credit. In order to receive any of the service credits described above,
Customer must request the credits from Workiva in writing within thirty (30) days of the end of the applicable measurement period.
Failure to so request the service credits will forfeit Customer's right to receive service credits for the applicable measurement period.
8.0 Alternative Filing Process. In the event of material outages of the Software, Workiva will maintain a process to
support Customer's ability to continue processing and filing the external filings using alternate methods and/or supporting changes to
the documents using processes similar to those used by other financial printers. To support these efforts, Customer shall regularly
back up their files and Customer Data (at least daily) during the week prior to the anticipated filing.
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EXHIBIT C
SECURITY
1.0 Workiva Data Security Program. Workiva agrees that it engages in the handling or transmission of Customer's
Confidential Information, and will therefore maintain a data security program that meets or exceeds the expectations defined in this
Exhibit. Workiva agrees to allow Customer to perform one information security audit annually, upon at least thirty (30) days' prior
written notice, that consists of a review of Workiva's: (a) information security policies, (b) information security incident response plan,
(c) vulnerability management procedures, (d) disaster recovery documentation, (e) network perimeter vulnerability scans, (f) web
application vulnerability scans, (g) and location(s) where Customer Confidential Information is processed.
2.0 SSAE 16 Requirements. At no additional cost or expense to Customer, at least once each calendar year during
the Agreement Term, Workiva shall obtain a review of its systems and operations by an independent auditor in accordance with the
Statement of Standards for Attestation Engagements Number 16 ("SSAE 16") and the American Institute of Certified Public
Accountant's Audit Guide, "Audit of Service -Center Produced Records" and/or any successor standards. Upon Customer request,
Workiva will deliver a SSAE 16 report(s), which covers at a minimum at least twelve (12) months. Workiva shall resolve any internal
control weaknesses noted during the SSAE 16 reviews. This remediation will be at no additional expense to Customer.
3.0 Information Handling, Protection, and Disposal. Workiva represents and warrants that any medium and/or
media that contain Customer Confidential Information for the purposes of delivery or transfer between Customer and Workiva are
sufficiently secured and protected to prevent disclosure or examination by any unauthorized party.
3.1 Workiva will immediately revoke access privileges to Customer Confidential Information for separated (either
voluntarily or involuntarily) Workiva personnel following such separation.
3.2 Workiva will ensure that any Customer Confidential Information will be encrypted in transit and at rest using a
method or tool which encrypts the Customer Confidential Information using an encryption algorithm of sufficient strength to
render the Customer Confidential Information unreadable and unintelligible.
3.3 Workiva will properly dispose of any Customer Confidential Information, as well as any documents and/or media
that contain any Customer Confidential Information. Workiva defines "properly dispose of Customer Confidential Information"
as being in the state that is beyond recognition and beyond reconstruction. Specifically, data will be destroyed utilizing one of
the following methods:
(a) Workiva will format and overwrite the media with meaningless data (either with some fixed pattern (e.g.
binary zeroes) or random data; there are numerous software utilities that are designed to securely remove files from
disks).
(b) Workiva will degauss the media (degaussing equipment is available for magnetic tapes, hard disks,
and floppy disks).
(c) Workiva will destroy the media (by crushing, incinerating, cross -cut shredding, or melting).
3.4 Upon request and within seventy-two (72) hours of destruction, Workiva will notify Customer's Account
Administrator that the Customer Confidential Information has been destroyed. Further, Customer shall maintain the right to
request proof of data destruction after receipt of the destruction notification from Workiva. Workiva will provide Customer with
proof of data destruction within seventy-two (72) hours of Customer's request.
3.5 After the termination or expiration of the Agreement, Workiva shall continue to protect any Customer Confidential
Information in Workiva's possession in accordance with the Agreement and this Exhibit.
4.0 Password Security.
4.1 Workiva will ensure that passwords are secured using a one-way hash of sufficient strength to render it
unreadable and unintelligible.
4.2 The following password controls must be made available for Customer configuration:
(a) Password change frequency
(b) Password history
(c) Password length
(d) Password complexity (upper case, lower case, number, symbol)
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(e) Number of times in twenty-four (24) hours a password can be reset
5.0 Security Incident and Response. Workiva agrees to notify the Customer within twenty-four (24) hours of any
breach of security which has exposed, or for which there is a reasonable belief of exposure of, any Customer Confidential Information
to unauthorized parties.
6.0 Security Awareness and Compliance. Workiva provides annual information security awareness training to its
personnel assigned to provide Services to Customer. Workiva shall make the documentation available for review by Customer upon
request.
7.0 Personnel Security and Suitability. Before assigning any Workiva agent, or employee to perform Services, a
background check will be conducted. If, at any time, it is discovered that a current or prospective Workiva agent, or employee being
considered for assignment to perform Services has a criminal record that includes a felony, Workiva will be responsible for determining
whether assigning that current or prospective Workiva agent, employee or subcontractor would be consistent with the safe and efficient
performance of the Services, taking into consideration any and all appropriate factors, such as: (i) the number, nature, and gravity of
the offense(s) for which the individual was convicted and their relevance to the job duties to Customer under the Agreement, and (ii)
the elapsed time and employment history since the most recent conviction and/or completion of the sentence. If a current or
prospective Workiva agent, or employee attempts to withhold or falsify information pertaining to previous criminal convictions, that
individual will be disqualified from any assignment to perform Services. In performing background checks for persons being considered
for assignment to perform Services for Customer, Workiva is required to comply with all applicable laws.
8.0 Physical Security. Workiva shall restrict physical access to secured areas to those personnel who require such
access to perform their job. Workiva shall keep access control records that document who had access to the secured area. Workiva
agrees to make the access control records available to Customer upon request.
9.0 Vulnerability Management.
9.1 Workiva will develop, maintain, and adhere to documented procedures for network vulnerability management,
including quarterly scanning of systems which transmit, process, or store any Customer Confidential Information.
9.2 Vulnerability management procedures shall define timely remediation of detected vulnerabilities.
9.3 Workiva will accurately log all activities of network vulnerability scanning and remediation, and maintain
appropriate documentation of sufficient detail that demonstrates reasonable, good faith efforts to remediate vulnerabilities on
systems which contain or have the potential to contain any Customer Confidential Information.
9.4 Workiva will develop, maintain, and adhere to documented procedures for web application vulnerability
management. Those procedures will include automated inspection or scanning of web applications transmitting, processing, or
storing any Customer Confidential Information for OWASP Top 10.
9.5 Workiva will accurately log all activities of web application vulnerability scanning and remediation, and maintain
appropriate documentation of sufficient detail that demonstrates reasonable, good faith efforts to remediate vulnerabilities in
web applications which transmit, process, or store any Customer Confidential Information.
10.0 Disaster Recovery. Workiva has developed and maintains a disaster recovery plan which provides for a back-
up system and a plan to maintain operations in the event of an emergency or catastrophe that would otherwise significantly impact
the ability to perform Services.
11.0 Security Events. In the event that Workiva learns that there has been unauthorized access to or unauthorized
acquisition or misuse of Customer Data on Workiva's systems or premises (a "Security Event"), Workiva will promptly give notice to
Customer, unless prohibited by law. Upon the occurrence of a Security Event, Workiva shall (i) promptly take such steps it reasonably
deems appropriate to contain and control the Security Event to prevent further unauthorized access to or misuse of the Customer
Data, as applicable, and (ii) unless prohibited by law, continue to provide periodic updates relating to the investigation and resolution
of the Security Event to Customer until it has been resolved. Unless prohibited by law and subject to the other provisions herein,
Workiva will, upon reasonable request, cooperate with Customer in investigating each Security Event, including providing reasonably
requested information regarding the nature, investigation, or resolution thereof.
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dorkiva
SUBSCRIPTION ORDER
THIS SUBSCRIPTION ORDER ("ORDER") IS ENTERED INTO BY AND BETWEEN THE WORKIVA ENTITY NAMED IN THE
SIGNATURE BLOCK BELOW ("WORKIVA") AND THE COMPANY NAMED IN THE SIGNATURE BLOCK BELOW ("CUSTOMER"). THIS
ORDER IS SUBJECT TO AND GOVERNED BY THE WORKIVA MASTER TERMS AND CONDITIONS WHICH IS AVAILABLE AT
AVAILABLE AT www.workiva.com/agreement 2.0 (THE "MASTER TERMS AND CONDITIONS"). BY SIGNING THIS ORDER, EACH
PARTY ACKNOWLEDGES AND AGREES THAT THE MASTER TERMS AND CONDITIONS ARE INCORPORATED BY REFERENCE
INTO THIS ORDER. ALL TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE MASTER TERMS AND
CONDITIONS.
Subscription Term: 1 Year Start Date: January 1, 2017 End Date: December 31, 2017 Pre -payment discount: 0%
* Unless otherwise agreed, the discounts contained in the Subscription Fee table(s) are valid for this Order only
Full description of the Users, and various add-on features available at https://www.workiva.com/usersandfeaturesPVT.
Full description of Customer's purchased support package available at https://workiva.com/premiumsupport.
Workiva's Service Level Commitment is available at https://www.workiva.com/servicelevelcommitment.
SPREADSHEETS ADD-ON
The Spreadsheets Add -On is an account -level subscription that allows Customer's Permitted Users the ability create and utilize
spreadsheets in Wdesk that contain up to 500,000 cells per spreadsheet.
Customer must execute this on or before the Start Date above to receive the pricing stated herein. If executed after such date, Workiva
may, in its sole discretion, charge the applicable list price. Notwithstanding, Workiva may not increase the Subscription Fees under this
Order during Customer's then current Subscription Term.
To ensure secure Customer account management, Customer shall designate below one (1) employee ("Account Administrator") who will
provide access to its assigned Users and facilitate communication with Workiva's support staff.
Name: Jeanne Thompson Email: Phone Number: 509.576.6642
Jeanne.thompson@yakimawa.gov
SIGNATURES
ANNUAL SUBSCRIPTION FEES
WORKIVA INC.
.:---e----T-CAt
Solution
User / Add On
Fee Type
Qty Unit Price Discount*
Total Fees
SLEd Reporting
Wdesk Platform - Annual
Platform
1
24,000.00
41.8 %
13,968.00
SLEd Reporting
Wdesk Manager - Annual
User
3
2,988.00
0.0 %
8,964.00
SLEd Reporting
Spreadsheets - Annual
Feature
dd
1
2,000.00
100.0 %
.00
SLEd Reporting
Wdesk Creator -Annual
User
1
1,068.00
0.0 %
1,068.00
SLEd Reporting
Wdesk Reviewer - Annual
User
10
.00
0.0 %
.00
Annual Subscription Fees
24,000.00
Premium Support (0% of Annual Subscription Fees)
.00
Annual Subscription & Su..ort Fees
24,000.00
Payment Currency
USD
Payment Terms
__
* Unless otherwise agreed, the discounts contained in the Subscription Fee table(s) are valid for this Order only
Full description of the Users, and various add-on features available at https://www.workiva.com/usersandfeaturesPVT.
Full description of Customer's purchased support package available at https://workiva.com/premiumsupport.
Workiva's Service Level Commitment is available at https://www.workiva.com/servicelevelcommitment.
SPREADSHEETS ADD-ON
The Spreadsheets Add -On is an account -level subscription that allows Customer's Permitted Users the ability create and utilize
spreadsheets in Wdesk that contain up to 500,000 cells per spreadsheet.
Customer must execute this on or before the Start Date above to receive the pricing stated herein. If executed after such date, Workiva
may, in its sole discretion, charge the applicable list price. Notwithstanding, Workiva may not increase the Subscription Fees under this
Order during Customer's then current Subscription Term.
To ensure secure Customer account management, Customer shall designate below one (1) employee ("Account Administrator") who will
provide access to its assigned Users and facilitate communication with Workiva's support staff.
Name: Jeanne Thompson Email: Phone Number: 509.576.6642
Jeanne.thompson@yakimawa.gov
SIGNATURES
CUSTOMER: ty of Yakima, Wa ngton
SIGNATURE:
NAME: Jeann: 'mpson
TITLE: Finance. ervices Officer
DATE: \ 1.b 4/
ADDRESS: 129 North Second Street
Yakima, Washington 98901
PO/Reference #:
WORKIVA INC.
.:---e----T-CAt
SIGNATURE:
NAME: Jill Klindt
TITLE: Vice President
DATE: j _ 1 - d )
ADDRESS: 2900 University Blvd. Ames, Iowa 50010, U.S.A.
CUSTOMER CONTACT INFORMATION
WORKIVA CONTACT INFORMATION
Invoicing Questions:
BILLING CONTACT NAME: Jeanne Thompson
EMAIL: Jeanne.thompson@yakimawa.gov
Contract Questions / Notice:
City of Yakima, Washington
ADDRESS: 129 North Second Street, Yakima, Washington
98901
TELEPHONE: 509.576.6642
EMAIL: jeanne.thompson@yakimawa.gov
Invoicing Questions:
Workiva Accounts Receivable
TELEPHONE: +1 (515) 817-6109
EMAIL: accountinq(rt�.workiva.com
Contract Questions / Notice:
Workiva Legal Team
ADDRESS: 2900 University Blvd. Ames, Iowa 50010, USA
TELEPHONE: +1 (515) 663-4435
EMAIL: legaIt workiva.com
0064000000iFL4c
SLEd Reporting
121216-4672
idorkiva
STATEMENT OF WORK
THIS STATEMENT OF WORK ("SOW") IS ENTERED INTO BY AND BETWEEN THE WORKIVA ENTITY NAMED IN THE SIGNATURE
BLOCK BELOW ("WORKIVA") AND CITY OF YAKIMA, WASHINGTON ("CUSTOMER"). THIS SOW IS SUBJECT TO AND GOVERNED
BY THE TERMS AND CONDITIONSAVAILABLE AT www.workiva.com/aqreement 2.0 (THE "AGREEMENT"), AND, TO THE EXTENT
ONSITE SERVICES ARE INCLUDED IN THIS SOW, THE WORKIVA ONSITE SERVICES ADDENDUM AVAILABLE AT
www.workiva.com/onsiteaddendum 1.2 (THE "ADDENDUM"). BY SIGNING THIS SOW EACH PARTY ACKNOWLEDGES AND AGREES
THAT THE AGREEMENT IS INCORPORATED BY REFERENCE. ALL TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING
SET FORTH IN THE AGREEMENT. THIS SOW BECOMES EFFECTIVE AS OF THE LATER OF THE DATES IN THE SIGNATURE
BLOCK BELOW ("SOW EFFECTIVE DATE"), AND WILL, UNLESS OTHERWISE TERMINATED AS SET FORTH IN THE AGREEMENT,
REMAIN IN PLACE UNTIL COMPLETION OF THE SERVICES HEREIN.
THIS SOW IS SEPARATED INTO SERVICE DESCRIPTIONS (HOURLY AND FIXED FEE), A FEE SUMMARY, AND PAYMENT TERMS.
Summary of Activities
1. Evaluate - Plan for success by understanding current process, business requirements, and technical environment
2. Review - Examine current source data structure and process of transferring information to management reports, financial documents,
and/or regulatory report submissions
3. Deliver - Provide recommendations based on Customer requirements, platform optimizations, and best practices
4. Support for Customer's Subscription and/or any Services not set forth in this SOW will be provided by Workiva's Customer
Success team, based on the specifications agreed upon in the applicable order.
HOURLY SERVICES — PROCESS AUDIT — SCOPE AND DEFINITION
Evaluate. Define the scope of reporting process(es):
a. Identify and meet with stakeholders involved
b. Define business and technical requirements for reporting process
c. Provide recommendations for repeatable and sustainable process changes
2. Data Review.
a. Conduct thorough review of data sources and usages: including file architecture, information flow, and analysis
b. Conduct thorough review of reporting documentation: including compliance documents, board or management presentations, and
supporting documents
c. Review data sources technical efficiency
d. Discuss current workflow process and review technical requirements
3. Recommendations. Process recommendations to include:
a. Optimized data structure that achieves repeatable and sustainable reporting
b. Suggestions to increase reporting efficiency based upon automation of data feeds
c. A prioritized list of the expected benefits from the identified efficiencies
d. An example demonstration or proof -of -concept highlighting proposed changes and recommendations
In exchange for Customer's payment of the fees located at the bottom of this Order Workiva will perform the following Services for Customer
in accordance with their associated descriptions.
ANNUAL FINANCIAL STATEMENTS DOCUMENT SETUP
1.
IMPORT AND FORMAT MAIN DOCUMENT. Import annual financial statement document provided by Customer in .docx format. Set
up document outline and break document into appropriate outline sections. Review text and tables for formatting accuracy (font style,
font size, spacing, borders, shading). Set up default headers and footers. Import and place graphics. Set up Table of Contents by
formatting to auto generate page numbers, editing Table of Contents text to reflect current quarter and adding hyperlinks to text. NOTE:
One main financial statement table and one (1) example disclosure note table will be linked. Customer is responsible for linking the
remainder of the document.
2. WORKBOOK SECTIONS. Create workbook sections for the one main financial statement table, and one example disclosure note table.
Create a dates section. Workbook sections will be setup using Workiva best practice guidelines. NOTE: Dates will be linked on main
financial statements and example section. Customer is responsible for the linking dates throughout the remainder of the document.
WORKBOOK SECTIONS. Create workbook sections for all financial disclosure notes. Workbook sections will be setup using
Workiva's best practice guidelines.
2. LINKING. Link all tables, in -text values and dates in financial disclosure notes.
3. ADDITIONAL NOTES. Customer is responsible for linking dates between the remainder of the document sections and workbook.
Customer is responsible for creating workbook sections for the MD&A (as appropriate) and create all links (tables and text) between
the MD&A document sections and workbook.
Page 1 of 3
Name: Jeanne Thompson
Phone Number: 509.576.6642
E-mail: jeanne.thompson@yakimawa.gov
1.
If Customer requests that Hourly Services be performed outside the scope of standard working hours, the Hourly Rates set
forth in the Hourly Services Fees table below will increase for those hours completed by a Workiva employee that qualify as
either Overtime Hours (two (2) times the Hourly Rate listed for relevant Role), or as Holiday Hours (four (4) times the Hourly
Rate listed for relevant Role).
2. "Overtime Hours" shall mean any amount of completed hours which equals greater than forty (40) hours over the span of one
11) week (Monday through Sunday). "Holiday Hours" shall mean those hours completed by a Workiva employee on a
Workiva-designated company holiday.
3. If applicable, travel time for Hourly Services shall be billed at one-half of the normal applicable Hourly Rate set forth in the
Hourly Services Fees table below, and are above and beyond the Estimated Hours set forth herein. Any expenses outside of
travel time are included in the Hourly Rate.
SUMMARY
Hourl G%
Role
Hourly Rate
Estimated Hours
Total Fees (Good Faith Estimate)
Consulting Services (Sr. Consultant)
0
16
0
Total Estimate:
0
I'9 SERVICES
PRODUCT NAME
QUANTITY
FEES
Annual Financial Statements Document Linking
1
USD 0
TOTAL:
0
Unless otherwise stated in the Service's description, payment will be made in accordance with the terms set out below.
1. HOURLY SERVICES. Customer will be invoiced for the Services on a monthly basis for hours completed. Payment is due thirty (30)
days from receipt of invoice. If Customer fails to perform any payment obligations hereunder and such failure remains un -remedied
for fifteen (15) days, Workiva may suspend its performance until payment is received. Any required travel time for Hourly Services
shall be billed at one-half of the applicable Hourly Rate. Any expenses in addition to travel time are included in the Hourly Rate.
2. FIXED FEE SERVICES. Customer will be invoiced upon the Order Effective Date for the Setups and/or the Linking Services and shall
submit payment in accordance with the Agreement.
THIS OFFER WILL EXPIRE IF CUSTOMER HAS NOT SIGNED BY 12/30/2016.
EACH PARTY SIGNING THIS ORDER REPRESENTS THAT SUCH PARTY'S AUTHORIZED REPRESENTATIVE HAS READ,
UNDERSTANDS, AND AGREES TO BE BOUND BY THE TERMS STATED HEREIN.
SIGNATURES
Product Name
Quantity
Fees
SLEd Reporting Annual Financial Statements Document Setup
1
USD 0
Total:
0
Unless otherwise stated in the Service's description, payment will be made in accordance with the terms set out below.
1. HOURLY SERVICES. Customer will be invoiced for the Services on a monthly basis for hours completed. Payment is due thirty (30)
days from receipt of invoice. If Customer fails to perform any payment obligations hereunder and such failure remains un -remedied
for fifteen (15) days, Workiva may suspend its performance until payment is received. Any required travel time for Hourly Services
shall be billed at one-half of the applicable Hourly Rate. Any expenses in addition to travel time are included in the Hourly Rate.
2. FIXED FEE SERVICES. Customer will be invoiced upon the Order Effective Date for the Setups and/or the Linking Services and shall
submit payment in accordance with the Agreement.
THIS OFFER WILL EXPIRE IF CUSTOMER HAS NOT SIGNED BY 12/30/2016.
EACH PARTY SIGNING THIS ORDER REPRESENTS THAT SUCH PARTY'S AUTHORIZED REPRESENTATIVE HAS READ,
UNDERSTANDS, AND AGREES TO BE BOUND BY THE TERMS STATED HEREIN.
SIGNATURES
CUSTOMER: City pf Yakima, Washington
SIGNATURE:
NAME: Cliff Moore
TITLE: City Manager
DATE: I Q tI,421 1 if
ADDRESS: 129 North Second Street, Yakima, Washington
98901
PO/Reference #:
WORKIVA INC. � —��
SIGNATURE:Qh��l1
NAME: Jill Klindt
TITLE: Vice President
DATE: I—g- aQi-7
ADDRESS: 2900 University Blvd. Ames, Iowa 50010, U.S.A.
CUSTOMER INFORMA o r
j WORKIVQ G` r l INFORMAL
Page 2 of 3
Invoicing Questions:
BILLING CONTACT NAME: Jeanne Thompson
EMAIL: jeanne.thompson@yakimawa.gov
Contract Questions / Notice:
City of Yakima, Washington
ADDRESS: 129 North Second Street, Yakima, Washington
98901
TELEPHONE: 509.576.6642
EMAIL: jeanne.thompson@yakimawa.gov
Invoicing Questions:
Workiva Accounts Receivable
TELEPHONE: +1 (515) 817-6109
EMAIL: accountingt workiva.com
Contract Questions / Notice:
Workiva Legal Team
ADDRESS: 2900 University Blvd. Ames, Iowa 50010, USA
TELEPHONE: +1 (515) 663-4435
EMAIL: leoalAworkiva.com
Page 3 of 3