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Workday Confidential
workday.
Customer Information
Company Name
City of Nashua
City Hall 229 Main Street
Nashua, NH, 3060
United States
Order Information
Adaptive Insights LLC
2300 Geng Road, Suite 100
Palo Alto, CA 94303
United States
Main Contact
John Griffin
CFO
griffinj}@nashuanh.gov
603 - 589 -3173
Billing Contact
John Griffin
CFO
griffin}@nashuanh.gov
603 - 589 -3173
Order Form and Agreement
Offer valid through: 10/28/2020
Prepared by:
Stephanie Erickson
stephanie.erickson@workday.com
Provisioning Contact
John Griffin
CFO
griffinj}@nashuanh.gov
603 - 589 -3173
Start Date: 10/29/2020 Billing Terms: Net 30 Order Type: New Quote #: Q-127919
End Date: 10/28/2021 Currency: USD Clone/Convert No Partner:
Term (Months): 12 PO Number: Domain?:
Subscription Items
Product Qty Annual Unit Price Annual Subscription Total Subscription Net Amount
Planning & Analytics (includes 1 USD 44,764 USD 44,764 USD 44,764 USD 35,811
up to 10 view seats) for Financial
Planning
OfficeConnect Base Fee 1 USD 7,972 USD 7,972 USD 7,972 USD 6,377
Integration Framework - 1 USD 12,264 USD 12,264 USD 12,264 USD 9,811
Unlimited Systems
Full Seat for Planning and 4 USD 2,500 USD 10,000 USD 10,000 USD 10,000
Analytics
Subscription Subtotal: USD 75,000
Subscription Discount: USD 13,000
Total Subscription: USD 62,000
Order Terms
Totals (excludes any applicable local taxes)
Subscription Total: USD 62,000
Service Total: USD 0
Grand Total: USD 62,000
This Order Form is between the legal entity signing below (“Customer”) and Adaptive Insights LLC or the applicable Affiliate of Adaptive
Insights LLC indicated on this Order Form (“Adaptive Insights”). Use of the Planning Service is subject to the terms and conditions of
the Master Subscription Agreement (“MSA”) and the Planning Addendum(“Addendum’) attached hereto and incorporated herein by
reference. For purposes of the MSA, this Order Form is the Signature Document.
The Adaptive Insights contracting entity identified on this Order Form determines the governing law that applies to the judicial
interpretation and resolution of any disputes arising out of or relating to the MSA. If Customer is contracting with (i) Adaptive Insights
LLC, the governing law is the State of New York, U.S.A.; (ii) Adaptive Insights Pty Ltd. (Australia and New Zealand), the governing
law is the State of New South Wales, Australia; (iii) Adaptive Insights, Ltd. (Canada), the governing law is the Province of Ontario;
(iv) Adaptive Insights Co., Ltd. (Japan), the governing law is the laws of Japan; or (v) Adaptive Insights Limited (United Kingdom and
Ireland), the governing law is the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the courts of the
aforementioned applicable jurisdiction, and each party agrees to the applicable law above without regard to rules regarding choice of
law or conflicts of law.
Confidential
Page 1 of 3
Total Subscription & Support Fees for the full Subscription Term (including Multi Year Terms) are due and payable Net 30 days from
the date of the invoice which shall be raised upon receipt of Order Form. Professional Services are payable per Statement of Work.
The Planning and Analytics package as set forth in this Order Form includes certain downloadable software components, such as
OfficeConnect (“Downloadable Components’), that are described in the Planning Documentation. In order to facilitate the calculation of
local taxes that may apply to Customer's purchase, this Order Form includes a separate breakout of the product(s) and pricing for each
such Downloadable Component and for the remaining components of the Planning and Analytics package. For the avoidance of doubt,
the breakout of pricing for such Downloadable Components is for tax purposes only and cannot be excluded from the package.
The Planning and Analytics package as set forth in this Order Form includes certain downloadable software components, such as
OfficeConnect and Integration Framework for Unlimited Systems (“Downloadable Components’), that are described in the Planning
Documentation. In order to facilitate the calculation of local taxes that may apply to Customer’s purchase, this Order Form includes
a separate breakout of the product(s) and pricing for each such Downloadable Component and for the remaining components of the
Planning and Analytics package. For the avoidance of doubt, the breakout of pricing for such Downloadable Components is for tax
purposes only and cannot be excluded from the package.
Except as otherwise provided in the Subscription Agreement or this Order Form, this is a non-cancelable, non-refundable purchase. |
hereby represent that | am an authorized signatory and have read and agree to the terms of this Order Form.
Adaptive Insights LLC CUSTOMER
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Confidential
Page 2 of 3
workday.
Workday Adaptive Planning Product Descriptions
Planning & Analytics:
The Planning & Analytics package includes modeling to enable budgeting, forecasting, and other types of modeling; management and
ad hoc reporting and analytics; variance analysis; process management; transaction management; the capability to manually import
data into Workday Adaptive Planning via Excel/.csv files; single sign-on; use of data integration APIs; OfficeConnect board reporting;
and dashboards and visual analytics. Standard customer support is also included.
Full Seats:
* Full Seats allow a Customer’s user administrator to assign user roles and permissions in any way that suits their planning process.
* Full Seat users can perform any system capability designated to them by the Customer’s user administrator.
* Full Seat users can act as business users, financial model builders, and as security administrators, depending on Customer’s
preferences.
* Full Seat users can enter and save data on planning sheets (budgets, forecasts, workforce plans, or other models); and create,
view and share web-based reports.
* Full Seat users get unlimited access to eLearning.
* Full Seat users can also create, view, and share OfficeConnect board reports and create, view, and share dashboards and visual
analytics if the Full Seats are purchased for use with the Planning & Analytics package.
View Seats:
* View Seats are used to enable broad, organization-wide participation in an active planning process.
* View Seat users can view planning sheets (budgets, forecasts, workforce plans); view reports; create and save personal reports.
* View Seat users can view dashboards and visual analytics; and create and save personal dashboards, if the View Seats are
purchased for use with the Planning & Analytics package.
* View Seat users can drill down from reports and can use cell explorer.
* View Seat users cannot save sheets, including not being able to enter and save cell and sheet notes.
* View Seat users cannot use OfficeConnect.
Integration Framework — Unlimited Systems:
Integration Framework — Unlimited Systems provides the same capabilities as the Integration Framework - Single System, but entitles
the customer to connect from a single Planning & Analytics domain, Sales Planning & Analytics domain, or Planning domain to an
unlimited number of Systems through the Integration Framework.
Planning Domains:
Multiple Planning, Planning & Analytics, and Sales Planning & Analytics packages can be purchased for use in different divisions of a
single company or to model different parts of the business. These separate packages are referred to as “planning domains.” Planning
domains can operate completely independently, or they can be linked in a parent-child fashion such that the child domain can share
data with a parent domain. Linked planning domains enable a consolidated view across different parts of the business and across
different models.
Disk Storage:
Ample disk storage of 500GB is included with each planning domain. To date, the average Adaptive customer consumes only a few GB
of storage. Consuming significantly more disk space only occurs if the customer model includes a combination of these factors: large
numbers of accounts, levels and dimensions AND hundreds of stored versions or if the customer stores very large (i.e., multi-GB) files
in the Reports file sharing area. An additional charge would be incurred for exceeding the 500GB disk allotment.
Confidential
Page 3 of 3
Wor k d Q y: Agreement # 232049 — Confidential
Statement of Work
Launch Workday Adaptive Planning Service Deployment
Signature Document
1. Parties and Project
Customer Name City of Nashua (“Customer”)
Workday Entity Name Adaptive Insights LLC 2300 Geng Road Suite 100, Palo Alto, CA 94303
(“Workday”)
PSA Name Professional Services Agreement located at
https:/Awww.adaptiveplanning.com/legal/contract-terms-and-conditions
PSA Effective Date The SOW Effective Date
SOW Effective Date The later of the dates beneath the parties’ signatures below
Currency USD
Project Name Workday Adaptive Planning Deployment for Customer (the “Project”)
SOW Offer Expiration October 30, 2020
Date
Customer Contact Information Billing Contact Project Contact
Contact Name John Griffin John Griffin
Street Address 229 Main Street 229 Main Street
City, State Zip Code Nashua, New Hampshire 03060 Nashua, New Hampshire 03060
Country United States United States
Phone (603) 589-3173 (603) 589-3173
Email griffinj}@nashuanh.gov griffini}@nashuanh.gov
Primary Location(s) for any Onsite Work (if applicable)
Street Address 229 Main Street
City, State Zip Code Nashua, New Hampshire 03060
Country United States
©2020 Workday Page 1 of 23
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2. SOW
This SOW consists of this Signature Document and the attachments to the Statement of Work listed in the table
below:
Attachments to Statement of Work
Appendix 1 SOW General Terms Appendix 3 [RESERVED]
. Financial Terms Appendix 4 Launch Workday Adaptive Planning
Appendix 2 Appenex= Service Deployment
3. Signatures
By executing this Signature Document, the undersigned agree they are duly authorized signatories and that they
have entered into the SOW on behalf of the parties with effect on the date last signed below (the “SOW Effective
Date’).
The offer set forth in this SOW is valid only through the SOW Offer Expiration Date, and if the parties have not
executed this SOW on or before the SOW Offer Expiration Date, Workday may rescind the offer, in which case this
SOW is null and void. Neither party shall have any obligation to the other party under this SOW until both parties
have executed it. Any capitalized term used in this SOW that is otherwise undefined shall have the meanings
provided in the PSA.
The parties agree to this SOW and their authorized signatories have duly executed this SOW as of the SOW
Effective Date.
City of Nashua Adaptive Insights LLC
Signature: Signature:
Name: Name:
Title: Title:
Date Signed: Date Signed:
©2020 Workday Page 2 of 23
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Appendix 1
SOW General Terms
1. General. Customer and Workday have executed this Statement of Work for Professional Services
(including the Signature Document above and the Attachments listed therein, this “SOW?”) as of the SOW Effective
Date listed on the Signature Document. Upon execution, this SOW is appended to and governed by the PSA
between Customer and Workday that is identified on the Signature Document. In the event of a conflict between
the terms of this SOW and the terms of the PSA, the terms of this SOW shall prevail with respect to the subject
matter hereof. Except as specifically provided otherwise herein, this SOW is non-cancelable and non-refundable.
2. Professional Services and Scope. This SOW describes the Professional Services that Workday shall
perform for Customer, as well as any Deliverables, Project milestones, estimated duration, pricing, methodology,
and/or payment schedules applicable to the Project. Any Professional Services, Deliverable, feature, or functionality
not expressly identified in an Appendix falls outside the scope of this SOW or the Project. If Customer wishes to
secure additional Professional Services not included in the scope of this SOW, or change the Professional Services,
scope, or responsibilities of the Project, Workday shall provide a separate statement of work for additional services
or a Change Order to the SOW.
3. Fees and Payment. Workday shall provide the Professional Services under this SOW in accordance with
the Financial Terms set forth in Appendix 2. Workday shall invoice Customer for the Professional Services provided
under this SOW as provided in Appendix 2. Payments against the invoices are due in accordance with the PSA.
Unless otherwise set forth herein, the address used in the Agreement to determine taxes shall apply to this PSA.
Fees are quoted and payable in the currency stated in Appendix 2. Further, unless otherwise provided in the PSA
or Appendix 2, all fees due under this SOW (except fees subject to good faith dispute) shall be due and payable
within thirty (80) days of invoice date. Workday shall send all Customer invoices electronically (by email or
otherwise) and Customer shall be deemed to have received the invoice the next business day following transmission
by Workday unless Workday receives a bounce back or automated response that the email was not delivered
successfully. Customer shall provide Workday with complete and accurate billing contact information including a
valid email address. Upon Workday’s request, Customer shall make payments via electronic bank transfer. All
remittance advice and invoice inquiries can be directed to Accounts.Receivable@workday.com.
4, Issue Escalation and Delays. To help avoid project delays, the parties are jointly responsible for
escalating and resolving issues. The parties shall work to resolve issues in a reasonable and good faith manner to
minimize impacts to the Project’s timeline and costs. Workday shall track all project issues within a consolidated
risk and issues log and assign a resolution owner and proposed resolution date to each issue. The Project team
shall escalate those issues that it cannot rectify to the Customer Project Manager and the Workday Engagement
Manager. If such managers cannot resolve an issue, they may escalate it to the Steering Committee, if one is
constituted for this Project. The Steering Committee shall promptly resolve all issues, if necessary, by holding a
meeting and obtaining direction from the appropriate people within each party's organization. The Customer Project
Manager is the escalation point for all employees of Customer assigned to the Project. Workday’s Engagement
Manager is the escalation point for all Workday personnel assigned to the Project. If there is an issue with either
the Customer Project Manager or Workday Engagement Manager, the Steering Committee members shall contact
their respective peers to resolve the issue.
©2020 Workday Page 3 of 23
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5. Suspension; Termination.
5.1 Suspension by Workday. Workday may cease to provide Professional Services to Customer under this
SOW, without liability to Customer, by giving Customer 15 days’ prior written notice in the event: (i) Customer
repeatedly fails, after receiving written notice and being given a commercially reasonable amount of time to cure in
each instance, to perform its obligations under this SOW which results in the inability of Workday to meet its
obligations and time frame commitments. In such event Workday shall have the right to (a) remove any and all
Workday personnel and assign them to other projects, and (b) if the parties agree to resume the Professional
Services, Workday shall have the right to replace previously assigned Workday personnel with other available
qualified personnel and Workday shall invoice Customer for the hours required for such replacements to become
familiar with the Professional Services being provided under this SOW, or (ii) Workday determines that the
information provided by Customer, or lack thereof, to Workday during the Discovery stage is materially inaccurate
or inadequate, and in such instance, the parties may thereafter agree to enter into a new mutually agreed upon
SOW. If, using good faith efforts, the parties cannot come to a reasonable agreement to lift the suspension or enter
into a replacement SOW within 30 days of the start of the suspension, either party may terminate the applicable
SOW upon 10 days’ written notice to the other party.
5.2 Unless either party terminates this SOW in accordance with this section, this SOW automatically terminates
upon the earlier of: (i) completion of the Professional Services provided hereunder, (ii) the termination of the PSA
in accordance with its terms, or (iii) the end of any fixed term specified in this SOW.
5.3 Either party may terminate this SOW for cause on the same terms as it may terminate the PSA for cause
(including but not limited to Customer's repeated failure to perform its obligations under this SOW or provide
accurate information required for Workday to perform the Professional Services).
5.4 Upon termination, Workday shall immediately cease performance of all Professional Services and
Customer shall pay Workday within thirty (30) days after the date of termination for all Professional Services
performed by Workday (including partially completed services) and associated T&E incurred by Workday in
connection with the provision of the Professional Services up to the cessation of such Professional Services. Unless
Customer terminates this SOW for Workday’s uncured material breach, to the extent Workday has partially
completed a milestone or Deliverable for which completion is required to receive payment, Customer shall pay to
Workday a pro rata portion of next milestone or Deliverable payment based on Professional Services performed by
Workday through the effective date of termination. Upon payment and Customer's written request, Workday shall
provide any partially-completed Deliverables to Customer on an “as-is” basis, without warranty or further Workday
obligation of any kind.
5.5 Notwithstanding any other provision to the contrary, termination or breach of this SOW hereunder by either
party for any reason shall not terminate nor give that party the right to terminate the Master Subscription Agreement
or any Order Forms thereto.
6. Universal Security Exhibit & Universal Data Processing Exhibit. Notwithstanding anything to the
contrary in the PSA and subject to this Section 8, only the Universal Security Exhibit (“‘UuSE”) & Universal Data
Processing Exhibit (‘uDPE”) available at https:/Awww.workday.com/en-us/legal/contract-terms-and-
conditions/index/exhibits.htmlshall apply to the Professional Services described in Appendix_4. Furthermore,
Workday’s EU Access Policy does not apply to the Workday Adaptive Planning Service nor to the Professional
Services described in Appendix 4. References in the uDPE to “Professional Services Agreement” shall mean the
agreement identified as the PSA on the Signature Document of this Statement of Work.
7. Deletion of Professional Services Data. Workday shall delete the Professional Services Data by deleting
Customer's files on the File Transfer Server; provided, however, that Workday shall not be required to remove
copies of the Professional Services Data from its backup media and servers until such time as the backup copies
are scheduled to be deleted, provided further that in all cases Workday shall continue to protect the Professional
Services Data in accordance with the PSA.
©2020 Workday Page 4 of 23
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8. Assumptions and Conditions. The performance, fees, and any timeline for this Project are based on the
assumptions and conditions set forth in this SOW, including the following:
8.1 Workday and Customer shall actively participate in all required Project activities and make knowledgeable
resources available for all sessions and meetings.
8.2 Customer is responsible for the timely coordination of internal resources and external vendors necessary
to timely perform all required activities in this SOW and any mutually agreed Project Plan.
8.3 Workday shall perform all Professional Services for the Project during common business hours, excluding
holidays as observed by the parties.
8.4 Workday shall perform all Professional Services remotely unless expressly set forth in an Appendix and the
location is identified on the Signature Document. Customer shall pay T&E, if applicable, in accordance with
Workday’s T&E policy.
9. Definitions. As used in this SOW.
“File Transfer Server” means a server provided and controlled by Workday using secure file transfer (e.g., MFT or
successor protocol) to transfer Professional Services Data between Customer and Workday for deployment
purposes.
“Professional Services Data” means electronic data or information that is provided to Workday by or on behalf of
Customer for the purpose of being configured and input into the Service, or Customer Data accessed within or
extracted from Customer’s Workday Tenant (for Professional Services described in Appendix 3) or Customer's
Workday Adaptive Planning Instance (for Professional Services described in Appendix 4) to allow Workday to
perform Professional Services under this SOW.
“Project Plan” means the written plan describing the configuration, deployment and timeline of the Project to deploy
the Workday Adaptive Planning Service for Customer as mutually agreed by the Project team assembled from
among the personnel dedicated to the Project by each party in accordance with the PSA and this SOW.
“T&E” means travel costs and expenses, including meals and other out-of-pocket living and other expenses incurred
by a party’s personnel in connection with Workday’s provision of the Professional Services.
“Workday” means Workday, Inc. or its Affiliate identified on the Signature Document under “Workday Entity Name.”
“Workday Adaptive Planning Service” means the subscription-based on-line Workday Adaptive Planning service
purchased by Customer from Workday.
All capitalized terms not otherwise defined in this section or in-line in this SOW shall have the same meaning as in
the PSA. In the event that there are references to the “Adaptive Insights Service” in any documents referred to or
incorporated by reference into this SOW or the PSA, such references shall be deemed to refer to Workday Adaptive
Planning.
[End]
©2020 Workday Page 5 of 23
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Appendix 2
Financial Terms
This is a Fixed Fee Project.
A. Summary of Professional Services Fees for this Workday Adaptive Planning Launch Fixed Fee Project
Fixed Fee
Workday Adaptive Planning and Reporting — Financial Planning Workday
Adaptive Planning Package Professional Services Fees $77,083 USD
On-Premise Integration (ERP JDBC Import) $15,840 USD
Total Professional Services Fees $92,923 USD
The Professional Services fees shall be invoiced in accordance with the payment schedule below.
Customer shall pay all invoices in accordance with the PSA.
Payments Payment 1 Payment 2 Payment 3 Total Professional
Services Fees
Invoice Date Upon execution of | The earlier ofthe | The earlier of the
this SOW midway point of Project
the Project completion
timeline or
or February 22,
December 14, 2021
2020
Professional $31,593 $30,665 $30,665 $92,923
Service Fees
1. The parties must mutually agree in writing to any change to the Fixed Fees for this Project by executing a
Change Order.
2. Customer is responsible for its own T&E associated with the Project. If applicable, Customer shall reimburse
Workday for Workday’s T&E in accordance with the PSA.
3. Early Termination. If Customer terminates this SOW or the PSA other than for Workday’s material breach
of this SOW or the PSA, to the extent Workday has partially completed a milestone or deliverable for which
completion is required to receive payment, Customer shall pay to Workday a pro rata portion of next
milestone or deliverable payment based on Professional Services performed by Workday through the
effective date of termination. Upon payment, Workday shall deliver to Customer any such partially-
completed milestones and deliverables in the form they exist as of the effective date of termination; provided
that all such material is provided on an “as-is” basis, without warranty or further Workday obligation of any
kind. If Customer has prepaid fees prior to termination in excess of the fees due upon termination, Workday
shall refund Customer any such excess prepaid fees for the affected Professional Services that were not
provided prior to the effective date of termination.
4. Pricing includes NCPA Discount (5%) off the fixed-fee package.
NOTE - Customer may direct all remittance advice and invoice inquiries via email to:
Accounts.Receivable@workday.com.
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SOW — Launch Deployment (Workday Adaptive Planning) v20.9
