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City of Nashua

Purchasing Department

Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

December 8, 2021
Memo #22-218

TO: Mayor Donchess
Finance Committee

SUBJECT: Software Subscription for Workday Adaptive Planning in the amount not to exceed
$323,780 funded from 71228 Computer Software/Escrow Funds from Information
Technology ($299,140) & Escrow Funds from School ($24,640)

Please see attached communications from John Griffin, Chief Financial Officer, dated December 7, 2021 for
project specific details related to this purchase. Below please find a summary of the purchase approval

request:

Item:

Value:

Vendor:

Department:
Source Fund:

Ordinance:

Software Subscription for budgeting to include 20 licenses and a professional
services agreement to assist with training and implementation.

Software cost of $91,500 per year for 3 years $274,500
Training/implementation $49,280
Total $323,780

Workplace Inc.

126 Financial Services

71228 Computer Software/Escrow Funds from Information Technology
($299,140) Escrow Funds from School ($24,640)

Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting,
architectural, auditing, engineering, legal, medical and ambulance services and
purchases of independent professional consultant services for personnel, data
processing, actuarial, planning, management and other comparable purchases
competitive bidding shall not be required.

The Financial Services Division, Administrative Services Division: Information Technology and the
Purchasing Department respectfully request your approval of this contract.

Regards,

Kelly Parkinson

Purchasing Manager

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: December 8, 2021

Re: Multi-Year Contract Award — Software Subscription

Pursuant to NRO: § 5-74/B: A contract that extends from the current fiscal year into succeeding

fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the

City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the December 15, 2020 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: Software Subscription and Training/Implementation of Workday
Adaptive Budget Planning Software
Value: $323,780
Vendor: Workday Inc.
Purchasing Memo#: 22-218 dated December 8, 2021
Contract Term: 3 Years
Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www. NashuaNH.gov

Gey) THE CITY OF NASHUA Tea

Financial Services Division
Office of the Chief Financial Officer

TO: Mayor Jim Donchess
Members of the Finance Committee
FROM; John L. Griffin, Chief Financial Officer
DATE; December 7, 2021
RE: Budgeting and Planning Software - Workday Adaptive Planning (Phase 2)

The Workday Adaptive Planning software solution will enable the City of Nashua to more
effectively create its Proposed FY2023 Annual Budget. In addition, there are a number of other
financial analyses normally conducted by the City staff that can be completed by using this
software solution. Last year, a Workday Adaptive Planning subscription was purchased using
the City of Nashua’s membership in the National Cooperative Purchasing Alliance “NCPA”
contract vehicle. This vehicle provided the City with a 20% discount off of the subscription
price.

The purpose of this communication is to recommend the approval of a new three year
subscription with Workday Adaptive Planning for $ 91,500 per year for a total of $274,500.
This subscription provides for 20 license seats. In addition, we are also requesting the approval
of a Professional Services Agreement during the first year to assist with the training and
implementation for a total of $49,280. The total of the amounts noted above are $323,780.

The total amount of $140,780 in required funding for the first year subscription and professional
services is available using the FY2022 Escrows for City (Accounting Unit 22.1010 Account
71228 - $118,242) and for School (Accounting Unit 91.1.912225 Account 71228 — $22,538)

By way of background, the Finance Committee at its November 4, 2020 meeting approved a one
year software subscription with Workday Adaptive Planning ($62,000), as well as a Professional
Services Agreement to assist with the implementation ($92,923). Phase | of the implementation
plan began last year with the School District. The School District finance team was able to
create its proposed FY2022 Budget using the Workday Adaptive Planning software solution.
The Schoo! District plans to use Workday Adaptive Planning to create their proposed FY2023
Budget.

229 Main Street * Nashua, New Hampshire 03060 « Phone (603) 589-3173 » Fax (603)
589-3168

00298634.0- Confidential

workday

ORDER FORM 00298634.0

Customer Name City of Nashua
Customer Address City Hall

229 Main Street, Nashua, New Hampshire, 03060, United States
Workday Entity Workday, Inc.

6110 Stoneridge Mall Road
Pleasanton, CA 94588

MSA Effective Date November 12, 2020

Order Effective Date The later of the dates of the parties’ signatures below

Order Term November 13, 2021 through November 12, 2024
Order Term in Months 36

Currency USD

Total Subscription Fee 274,500

Payment Schedule Table

Payment # | Payment Due Date Payment Amount
1 Due in accordance with the MSA, invoiced upon Order Effective Date 91,500
2 Due on first anniversary of the Order Term start date 91,500
3 Due on second anniversary of the Order Term start date 91,500
Total Payment Amount 274,500

Subscription Rights Table

SKU Service Pricing Metric Subscription Rights
APLNR _ | Adaptive Planning Bundle Flat Fee Up to 3 Users for Financial Planning
APLNUR | Adaptive Planning Bundle User User Up to 17 Additional Users
(Additional)

Named Support Contacts Table

Number of Named Support Contacts* | 2

*Named Support Contacts are the contacts that may request and receive support services from Workday and
must be trained on the Workday product(s) for which they initiate support requests.

Customer Contact Information

Billing, In Care of Customer Support Subscriptions Contact
Contact Name John Griffin John Griffin John Griffin
Street Address City Hall | City Hall | City Hall
City/Town, 229 Main Street 229 Main Street 229 Main Street
State/Region/County, Nashua Nashua Nashua
Zip/Post Code, | New Hampshire New Hampshire New Hampshire
Country 03060 03060 03060

United States United States United States

Phone/Fax # (603) 589-3173 (603) 589-3173 (603) 589-3173
Email (required) griffinj}@nashuanh.gov griffinj@nashuanh.gov griffinj@nashuanh.gov

For customers based in the U.S., certain portions of the Service included in this Order Form can be used with
optional downloadable software components (“Downloadable Components”). Any applicable tax for Downloadable
Components will be separately presented on the invoice based on a valuation attributed to the Downloadable
Components. As of the effective date of this Order Form, there is no value attributed to any of the Downloadable
Components.

This Order Form is subject to and governed by the MSA between Customer and Workday referenced above and
the Planning Addendum located at https :/Awww.workday.com/en-us/legal/contract-terms-and-
conditions/index/.html_which is incorporated by reference, both of which supersede any previous agreements
between Customer and Adaptive Insights. In the event of a conflict, the provisions of this Order Form take

©2021 Workday v21.10 Page 1 of 4

Order Form to MSA with City of Nashua

VW O r k d a y. 00298634.0- Confidential

precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the attached
Addendums and Exhibits. Any Service SKU described in this Order Form is a Covered Service under the
Workday Universal Data Processing Exhibit and Workday Universal Security Exhibit. For purposes of the MSA,
this Order Form is the Signature Document. All remittance advice and invoice inquiries shall be directed to
Accounts.Receivable@workday.com.

IN WITNESS WHEREOF, this Order Form is entered into as of the Order Effective Date.

City of Nashua Workday, Inc.

Signature Signature

Name Name

Title Title

Date Signed Date Signed

©2021 Workday v21.10 Page 2 of 4

Order Form to MSA with City of Nashua

Wor k d ay. 00298634.0- Confidential
ADDITIONAL ORDER FORM TERMS ADDENDUM

1. General.

Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in
the MSA. The Total Subscription Fee is based on the maximum indicated in the Subscription Rights Table and
any use in excess of such maximum(s) indicated will be subject to the Growth and Expansion section herein.
Subscription Rights limits may not be decreased during the Order Term.

2. User Definition.
A “User” is an individual authorized by Customer associated with a single, unique email address for purposes of
accessing the Service.

3. Growth and Expansion.

During the Order Term, Customer may purchase additional Users at the rates set forth in the Expansion Table
below. Notwithstanding the foregoing, Customer will report to subscriptions@workday.com no later than 30 days
prior to each anniversary of the Order Term start date and Customer agrees to pay fees for any excess
Subscription Rights based on the reporting requirements and Expansion Rate(s) described below. Purchases of
additional Users will be coterminous with this Order Form.

User Metric. The highest daily number of Users for the 12-month period preceding the Annual reporting Date.

User Expansion Table

SKU Service Expansion Rate for each
Added User
APLNUR Adaptive Planning Bundle User (Additional) 1,708
4. Renewal.

Upon Customer's request, Workday will provide its then-current prices for renewal of this Order Form and will
engage in good faith negotiations regarding Subscription Fees for Customer’s use of the Service for a period of
time following completion of the Order Term (“Renewal Term”). The Renewal Term and the Subscription Fees
during the Renewal Term (“Renewal Fees”) will be documented with a new Order Form. Renewal Fees are due
by the first day of the Renewal Term to ensure continuous Service.

5. Additional Definitions (as applicable).

“CPI” means the consumer price index established by the United States Department of Labor for All Urban
Consumers, US City Average, All Items (change in annual average).

“Renewal Term CPI” means CPI established for the calendar year prior to the most recent February 1 preceding
the Renewal Term, if a positive number.

“Innovation Index” means the fixed annual rate of increase in Subscription Fees based on improved Service
functionality and performance that is a result of Workday’s efforts and investment in product development and
infrastructure.

©2021 Workday v21.10 Page 3 of 4
Order Form to MSA with City of Nashua

Wor k d a Vy. 00298634.0— Confidential
WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM

Adaptive Planning Bundle

Adaptive Planning provides the ability for a customer to create planning models for the purpose of supporting their

planning process. Workers may interact with the planning model for the purposes of data entry, forecasting,
reporting, and analysis. Standard Adaptive Support is also included.

©2021 Workday v21.10 Page 4 of 4

Order Form to MSA with City of Nashua

workday.

Statement of Work #
Customer Name

Workday Entity Name

Name of Professional Services
Agreement

PSA Effective Date

SOW Effective Date

Currency

Project Name

Customer Contact Information
Contact Name

Street Address

City/Town, State/Province/Region
Zip/Postal Code

Country

Phone/Fax #

Email (Required)

Ship To Contact

Street Address

City/Town,
State/Province/Region Zip/Postal
Code

Country

Agreement #298892 — Confidential
STATEMENT OF WORK

Signature Document

SOW #298892
City of Nashua (‘Customer’)

Adaptive Insights LLC 2300 Geng Road, Suite 100, Palo Alto, CA 94303
(‘Workday’)

Professional Services Agreement at _ https:/Awww.workday.com/en-
us/legal/contract-terms-and-conditions/index/.html (“PSA”)

The SOW Effective Date
As of the later of the dates beneath the parties’ signatures below
USD

Workday Adaptive Planning Deployment for Customer (“Project”)

Billing Contact Project Contact

John Griffin John Griffin

229 Main Street 229 Main Street
Nashua, NH 03060 Nashua, NH 03060
United States United States

(603) 589-3173 (603) 589-3173
griffinj}@nashuanh.gov griffin}@nashuanh.gov

229 Main Street
Nashua, NH 03060
United States

Primary Location(s) for Onsite Work (if applicable)

Street Address

City/Town,
State/Province/Region Zip/Postal
Code

Country

N/A

©2021 Workday, Inc. SOW — Your Way Deployment (Workday Adaptive Planning) v21.8 Page 1 of 13

wor k d Q y. Agreement #298892 — Confidential

STATEMENT OF WORK
Attachments to Statement of Work
Appendix 1 | SOW Terms Appendix 3 [reserved]
Appendix 2 | Financial Terms Appendix 4 Workday Adaptive Planning Ad Hoc Services

By executing this document (“Signature Document’), the undersigned agree that they are duly authorized
signatories and that all attachments listed in the above table (the “Attachments”) are entered into between the
parties, effective as of the SOW Effective Date.

The offer set forth in this SOW is valid only through January 315, 2022 (“SOW Offer Expiration Date”), and if this
SOW is not executed by the parties on or before that date, Workday has the right to rescind the offer, in which case
this SOW is null and void. Neither party shall have any obligation to the other party hereunder until the PSA and
this SOW are executed by both parties. Unless otherwise defined herein, capitalized terms used in this SOW and
applicable exhibits have the same meaning as set forth in the PSA.

City of Nashua Adaptive Insights LLC
Signature Signature

Name Name

Title Title

Date Signed Date Signed

©2021 Workday, Inc. SOW — Your Way Deployment (Workday Adaptive Planning) v21.8 Page 2 of 13

workday.

Agreement #298892 — Confidential

STATEMENT OF WORK

Appendix 1
SOW Terms

1. General. Customer and Workday have executed
this Statement of Work (including the Attachments, this
“SOW?”) as of the SOW Effective Date. Upon execution,
this SOW is appended to and governed by the PSA
between Customer and Workday. 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 this
SOW 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; change
the Professional Services, scope, or responsibilities of
the Project; or for other reasons as may be set forth in
the applicable SOW, Workday shall provide a separate
statement of work for additional services or a Change
Order to this SOW. Workday shall have no obligation
to perform additional services or provide deliverables
that are not described in this SOW unless and until an
acceptable Change Order and/or separate statement of
work is executed by both parties. Upon execution, any
Change Order is incorporated into this SOW.

3. 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.
The Project team shall escalate any issues that it
cannot rectify to the Customer Project Manager and the
Workday Engagement Manager. This section shall not
prevent or delay either party from pursuing any other
remedies available to such party.

4. Certain Customer Defaults. If Customer
repeatedly fails to perform its obligations under the PSA
or this SOW resulting in the inability of Workday to meet
its obligations and time frame commitments hereunder,
or it is determined that the information provided by
Customer, or lack thereof, to Workday is materially
inaccurate or incomplete (either, a “Customer
Default”), then in addition to any other rights or

©2021 Workday, Inc.

SOW — Your Way Deployment (Workday Adaptive Planning) v21.8

remedies available to it has under this SOW, the PSA,
at law, or in equity, and without liability to Customer,
Workday has the right to suspend its performance of
Professional Services or terminate this SOW on fifteen
(15) days’ notice. Within the notice period, the parties
may elect (but shall not be required) to negotiate in
good faith and execute a separate statement of work or
a Change Order to this SOW covering any additional
Professional Services that Workday is reasonably
required to perform as a result of any Customer Default;
provided, however, that (i) Workday has the right to
proceed with the suspension or termination if the parties
do not execute a separate statement of work or a
Change Order within the mutually agreed period, and
(ii) Workday shall not be required to negotiate or
execute a separate statement of work or a Change
Order more than one time.

5. Termination.
5.1 [reserved]

5.2 Unless either party terminates this SOW in
accordance with the PSA or the terms hereof, this SOW
automatically terminates upon the earlier of: (i)
completion of the Professional Services performed
hereunder, (ii) the termination of the PSA, or (iii) the end
of a fixed term, if any, set forth in this SOW.
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 MSA or any Order Forms
thereto.

5.3 Upon termination, to the extent that 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 the relevant
milestone or Deliverable payment based on
Professional Services performed by Workday up to the
effective date of termination, as a percentage of the
total Professional Services required to perform the
entire milestone or Deliverable, as well as any other
expenses that Workday is not able to reasonably
mitigate. Upon receipt of Customer's payment,
Workday shall provide to Customer any _ partially-
completed Deliverables in the form they exist as of the
effective date of termination on an “as-is” basis, without
warranty or further Workday obligation of any kind.
Workday shall refund Customer any excess prepaid
fees for the affected Professional Services that were not
performed prior to the effective date of termination.

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