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Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 3 <br />The Proposal Record is incorporated by reference. In any conflict, the order of precedence in <br />Section 17.5 applies. <br />2. Two-Contract Structure. The Workday Adaptive Planning subscription is provided by <br />Workday, Inc. under a separate subscription agreement between the City and Workday, Inc. <br />(the "Workday Agreement"). This Agreement governs only the professional and managed <br />services provided by Porterhouse. Porterhouse is not a party to the Workday Agreement, and <br />Workday, Inc. is not a party to this Agreement. <br />3. Insurance Schedule (Section 17.8). Porterhouse shall maintain, at its own expense, at least <br />the following coverages during each SOW Term: Commercial General Liability of $1,000,000 <br />per occurrence and $2,000,000 aggregate; Commercial Automobile Liability (including hired <br />and non-owned vehicles) of $1,000,000 combined single limit; Workers' Compensation at <br />statutory limits with Employers' Liability of $1,000,000; Professional Liability (Errors and <br />Omissions) of $2,000,000 per claim; and Privacy and Security (Cyber) Liability of $2,000,000 <br />per claim. Porterhouse shall furnish a certificate of insurance naming the City as certificate <br />holder, with endorsements naming the City, its officers, officials, employees, and volunteers as <br />additional insureds on the Commercial General Liability and Automobile policies on a primary <br />and non-contributory basis, before Services begin. If the City's published vendor insurance <br />requirements specify different types or amounts, those requirements control. <br />4. Taxes. The City is a California public agency. Fees under this Agreement are for <br />professional and managed services and are stated exclusive of taxes; Porterhouse shall not <br />invoice taxes on exempt items, and the City will provide exemption documentation on <br />request. <br />Execution <br />This Agreement is executed on the signature page at the end of this document. <br />Section 1: The Agreement <br />1.1 Composition. The "Agreement" consists of this PSA, the Cover Page (including its Key Terms <br />and Additional Terms), each Statement of Work ("SOW") entered into under this PSA, and each <br />Change Order. <br />1.2 Modular Structure. This PSA does not, by itself, obligate either Party to provide or purchase <br />any Services. It establishes rights and obligations only when incorporated into an executed <br />SOW or Change Order. Each SOW, together with this PSA and the Cover Page, forms a <br />separate and severable agreement between the Parties to that SOW. <br />Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33