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HomeMy WebLinkAboutWorkday HR Subscription Order Form #00433288.0 workday. 00433288.0—Confidential ORDER FORM 00433288.0 Customer Name City of Meridian Workday, Inc. Workday Entity 6110 Stoneridge Mall Road Pleasanton, CA 94588 MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates of theparties' signatures on the Signature Document Order Term January 25, 2024 through January 24, 2034 Currency USD Total Subscription Fee 2,812,756 Less one-time credit (if executed by (255,705) January 25, 2024) Net Subscription Fee 2,557,051 Tenant Base Name meridiancit Payment Schedule Table Payment# Payment Due Date Payment Amount 1 Due in accordance with the MSA, invoiced upon Order Effective 118,665 Date 2 Due on First anniversary of the Order Term start date 188,960 3 Due on Second anniversary of the Order Term start date 262,080 4 Due on Third anniversary of the Order Term start date 267,322 5 Due on Fourth anniversary of the Order Term start date 272,669 6 Due on Fifth anniversary of the Order Term start date 278,122 7 Due on Sixth anniversary of the Order Term start date 283,684 8 Due on Seventh anniversary of the Order Term start date 289,358 9 Due on Eighth anniversary of the Order Term start date 295,144 10 Due on Ninth anniversary of the Order Term start date 301,047 Total Payment Amount 2,557,051 For the avoidance of doubt, the Payment Schedule Table will be used for invoicing purposes. Subscription Fees Table Subscription Date Range Subscription Fee Period 1 January 25, 2024 through January 24, 2025 118,665 2 January 25, 2025 through January 24, 2026 188,960 3 January 25, 2026 through January 24, 2027 262,080 4 January 25, 2027 through January 24, 2028 267,322 5 January 25, 2028 through January 24, 2029 272,669 6 January 25, 2029 through January 24, 2030 278,122 7 January 25, 2030 through January 24, 2031 283,684 8 January 25, 2031 through January 24, 2032 289,358 9 January 25, 2032 through January 24, 2033 295,144 10 January 25, 2033 through January 24, 2034 301,047 Total Subscription Fee 2,557,051 The Subscription Fees Table provides the Subscription Fees for each applicable Subscription Period. The Subscription Fee for Subscription Period 2 onwards includes a capped Innovation Index of 2.0% (as defined in the Additional Definitions Section below). During the initial Term, any increases due to CPI (also defined below) are waived. Customer understands that the Subscription Fees above reflects Customer's planned phased deployment, and any adjustment to the deployment timeline will not result in changes to the Payment Schedule or Subscription Fees. ©2023 Workday v23.12 Page 1 of 8 Order Form to MSA with City of Meridian workday. 00433288.0—Confidential Subscription Rights Table SKU Service Pricing Annual Subscription Rights Metric CHCM Core Human Capital Management FSE* Full Enterprise TLO Talent Optimization FSE* Full Enterprise CCB Cloud Connect for Benefits FSE* Full Enterprise USP** Payroll for United States FSE* United States-based Employees only LRN Learning FSE* Full Enterprise MCNF Media Cloud - No Fee FSE* Full Enterprise REC Recruiting FSE* Full Enterprise PRA Prism Analytics Enterprise FSE* Full Enterprise with up to 20 million Published Data Rows at any time for each Tenant TT Time Tracking FSE* Full Enterprise *For Pricing Metric details see the Full-Service Equivalent ("FSE") Count Table below. **Customer agrees that the number of FSE Workers for all Workday Payroll applications and CCTPP will always be equal to the total number of FSE Workers for HCM minus Contingent Workers. Full-Service Equivalent "FSE" Count Table FSE Population Category Baseline FSE Count Full Enterprise 650 United States-based employees 650 Named Support Contacts Table Number of Named Support Contacts* 6 *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 Kristy Vigil Dave Tiede Dave Tiede Street Address 33 E Broadway Ave 33 E Broadway Ave 33 E Broadway Ave City/Town, Meridian, Idaho Meridian, Idaho Meridian, Idaho State/Region/County, 83642-2619 83642-2619 83642-2619 Zip/Post Code, United States United States United States Country Phone/Fax# 208 489-0495 208 489-0496 208 489-0496 Email (required) kvigil(a)meridiancity.org dtiede(@meridiancity.org dtiede(@meridiancity.org accounts a able meridiancit .or This Order Form is subject to and governed by the MSA. In the event of a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the following Additional Terms and Conditions Addendum(s): Learning, Media Cloud, Innovation Services, located at https://www.workdaV.com/en-us/legal/contract-terms-and-conditions/index.html. Any Service SKU described in this Order Form is a Covered Service under the Workday Universal DPE and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall be directed to Accounts.Receivable(d-)workday.com. THE VALIDITY OF THIS ORDER FORM IS CONDITIONED ON WORKDAY RECEIVING A FULLY SIGNED COPY OF THIS ORDER FORM NO LATER THAN NOON PACIFIC TIME ON January 25, 2024 ("Deadline'). Notwithstanding the foregoing, Workday reserves the right to accept an Order Form signed after the Deadline in Workday's sole discretion and will provide confirmation of its acceptance by adding its initials on the Order form after the Deadline if it deems fit. ©2023 Workday v23.12 Page 2 of 8 Order Form to MSA with City of Meridian workday. 00433288.0—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. Annual Subscription Rights limits may not be decreased during the Order Term. 2. FSE Metric Calculation and Worker Category Definitions. The total FSE Count is calculated by categorizing each Worker to one of the Worker Categories below, multiplying the applicable number of Workers by the Applicable Percentage, and then adding the FSE Count for each Worker Category. FSE Calculation Table: Worker Category Total Workers Applicable FSE Count Percentage Full Time Employees 640 100.0% 640 Part-Time Employees 10 25.0% 3 Associates 50 12.5% 7 Former Workers with Access 0 2.5% 0 Total FSE Count: 700 650 The Service may be used by Customer only for the Worker Categories listed above and as defined below. "Full-Time Employee" is an employee of Customer regularly scheduled for more than twenty hours per week regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Full-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year. "Part-Time Employee" is an employee of Customer regularly scheduled for twenty hours per week or less regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Part-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year. "Associate" is an individual not counted as a Full-Time or Part-Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non-employees including, but not limited to, volunteers and vendors whose Active Records are in the Service. "Former Worker with Access" is a former worker that continues to have access to the Service through the Employee Self-Service features. Former Workers with Access are only included in the Subscription Rights for the Human Capital Management Service. Former Workers with Static Records shall be excluded from the FSE calculation but may continue to be maintained in the Service. "Static Records" are records in the Service for workers with whom Customer has no further relationship and to whom Customer does not provide self-service access. Static Records include former worker records used solely for historical reference. All other worker records are "Active Records". ©2023 Workday v23.12 Page 3 of 8 Order Form to MSA with City of Meridian workday. 00433288.0—Confidential 3. Additional Metric Definition(s). Additional Metric Definition Table Metric Definition PRA Published Data Rows The total number of data rows capable of being reported upon in Customer's PRA data catalog. Workday will consider any published row that exceeds 1,000 characters as multiple data rows in 1,000-character increments. Published Data Rows are measured separately for each Tenant. PRACU Published Data Rows The total number of additional data rows capable of being reported on in Customer's PRA data catalog. These data rows are in addition to Customer's existing Published Data Row entitlements under Customer's PRA subscription and any other PRACU subscription(s). Workday will consider any published row that exceeds 1,000 characters as multiple data rows in 1,000-character increments. Published Data Rows are measured separately for each Tenant. 4. Growth and Expansion. A. Annual Reporting Obligation. Customer will report to subscriptions(cDworkday.com no earlier than 90 days and no later than 60 days ("Annual Reporting Period") based on the number of Active FSE Worker Records and Additional Metrics provided below, as applicable, as of 90 days ("Count Date") prior to each anniversary of the Order Term start date. Customer agrees to pay fees for any excess Subscription Rights at the Expansion Rates described below to cover the period from the anniversary of the Order Term start date immediately following the Annual Reporting Period through the subsequent anniversary date (each a "Reporting Cycle"). Customer understands that an order form will be required to document any annual fees due pursuant to this section in its entirety. Such order form must be executed no later than 30 days prior to each anniversary of the Order Term start date until the Renewal (as defined below), at which time the Annual Reporting Obligation will be incorporated into the Renewal Term. a. FSE Metric Reporting. Reporting for Active FSE Worker Records is based on the additional FSE Workers which are defined as any Active FSE Worker records exceeding the Baseline FSE Count. FSE Expansion Table SKU Annual FSE Expansion Rate All Service SKU(s) with the FSE Pricing Metric in the 350.90 Subscription Rights Table unless stated otherwise within this table USP 80.18 CCB 32.07 b. Additional Metric Reporting based on highest daily number. Reporting for the following SKU(s) is based on the highest daily number set forth in the Subscription Rights Table for the 12-month period preceding the Count Date. For avoidance of doubt, Customer understands the reporting for Year 1 is based on the 9 months preceding the Annual Reporting Period. i. Additional Metric Expansion Table SKU Additional Metric Increase Annual Expansion Rate for Additional Metric Increase PRACU Each increment of 10M Additional Published Data 20,000 Rows ©2023 Workday v23.12 Page 4 of 8 Order Form to MSA with City of Meridian workday. 00433288.0—Confidential B. Growth Event Reporting Obligation. In addition to the Annual Reporting Obligation, if Customer exceeds any Subscription Rights by 5% or more ("Growth Event") as a result of any one-time addition of Workers (e.g., M&A), Customer must report the excess Subscription Rights to subscriptions(cDworkday.com within 30 days of the Growth Event. Customer agrees to pay the applicable annual fees from the start date of the Growth Event through the subsequent anniversary date which will be documented under a separate order form. 5. Renewal. Customer may renew its subscription for the Service by notifying Workday prior to the end of the Order Term and Workday will generate a new Order Form for a single three-year renewal term ("Renewal Term") at the below pricing. Such order form must be executed no later than 30 days prior to the end of this Order Term. Renewal Table Renewal Term Years Annual Renewal Subscription Fees 1st year of Renewal Term Base Subscription Fee x (1+ (5% Innovation Index+ Renewal Term CPI)) 2nd year of Renewal Term Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI)) 3rd year of Renewal Term Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI)) The "Base Subscription Fee" means the Subscription Fee for the final Subscription Period listed in the Subscription Fees Table in the final Subscription Period. If the final Period is a partial year, Base Subscription Fee is the annualized value of the final Annual Period Subscription Fee. The Expansion Rates for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fees per year in the Renewal Table. Fees for the Renewal Term are due by the first day of each corresponding year of the Renewal Term. Individual payments shall match the Annual Renewal Subscription Fee as defined in the Renewal Table above. If Customer wishes to procure any additional SKUs or Subscription Rights for a Renewal Term that are not included in the Base Subscription Fee, fees for those items will be in addition to the fees anticipated under this section. 6. 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. 7. Additional Scope of Use Terms. Prism Analytics. Customer may import and utilize third party data (including any data services that Workday may make available to Customer) with PRA but only to the extent Customer has independently obtained all necessary rights and licenses to do so and Customer's use of such data is in compliance with such data provider's terms of use and applicable Laws. PRA is not provided in a PCI compliant environment so it may not be used for PCI data. Customer may monitor its own usage in PRA and manage Published Data Rows by unpublishing, filtering and republishing, or deleting data, in order to keep its usage of PRA below the Published Data Rows limits set forth above, or Customer may purchase additional Published Data Rows entitlements (set forth in the "Growth and Expansion" section above). Workday reserves the right to monitor the number of Published Data Rows by Tenant used by Customer. Customer understands that if at any time Customer exceeds the Data Limit then Customer may experience reduced performance of the Tenant. "Data Limit" for each Tenant is the sum of the Published Data Row entitlement as set forth in the "Subscription Rights Table" above for a particular Tenant and any additional current Published Data Row entitlements purchased by Customer. ©2023 Workday v23.12 Page 5 of 8 Order Form to MSA with City of Meridian workday. 00433288.0—Confidential 8. Customer Identification Workday may use Customer's name and logo in lists of customers, in marketing and presentations, on its earnings calls, in releases, and on its website. Workday may also reference Customer's name in verbal format. Further, at Workday's reasonable request and at Customer's reasonable discretion, Customer shall (1) make Customer's representative, as mutually agreed, available for reference calls with prospective Workday customers or industry analysts; (2) work with Workday to produce a case study (in written or video format), that describes Customer's use of the Workday Service or portion of the Service and includes supporting quotes from Customer; (3) participate in or speak at Workday-hosted prospect events; and (4) be featured in a Workday Blog, Whitepaper, or Webinar if asked to do so. ©2023 Workday v23.12 Page 6 of 8 Order Form to MSA with City of Meridian workday. 00433288.0—Confidential WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM Customer may only use the Service SKUs subscribed to as indicated in the body of this Order Form. Service Description Core Human Capital Management Workday Core HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday Core HCM includes global human resources management(workforce lifecycle management, organization management, worker profile, compensation, business asset tracking, absence, and employee benefits administration). Workday Core HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioning LDAP/Active Directory). Talent Optimization Talent Optimization includes talent and performance functionality (goals, development plans, employee performance reviews, talent and performance calibration, feedback, check-ins, succession, mentors and connections, competency management, talent pools, and talent matrix reports). Talent Optimization also includes features (if and when available) that enable organizations to optimize their workforce and workers to optimize their careers. It supports talent mobility by connecting an organization's workforce with internal opportunities matched to their skills, experience, and interests. It also guides workers and enables them to explore potential opportunities. This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service. Cloud Connect for Benefits Cloud Connect for Benefits extends Workday HCM by providing integration to a growing catalog of benefits providers, including: health insurance, health and flexible spending accounts, retirement savings tans, life insurance, AD&D insurance, and COBRA administrators. Payroll for United States Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for. Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments. Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit. Learning Workday Learning supports an organization in training and developing its workforce. This includes the ability to manage, organize and deliver learning content using Media Cloud, and to leverage Workday HCM data to create targeted learning campaigns. A variety of learning content is supported - including but not limited to video, packaged third-party content, and user-generated content. Workday Learning also offers the ability to manage certifications and instructor-led course enrollments, and to gather feedback and anal tics relating to the learning experience. Media Cloud - No Fee Workday Media Cloud is a media content management system that consists of Workday's storage, encoding, caching, playback, streaming, and related service components as provided by Workday for customers of the Workday Service. A variety of learning content is supported by Media Cloud, including but not limited to video, packaged third-party content, and user-generated content. Recruiting Workday Recruiting supports an organization in its talent acquisition process. It is designed to help hiring managers and recruiters identify, hire and onboard the right talent for their business. Workday Recruiting supports the hiring process, including pipeline management, requisition management,job posting distribution, interview management, offer management, as well as supports local data compliance and pre- employment activities. Workday Recruiting also offers hiring teams tools to ©2023 Workday v23.12 Page 7 of 8 Order Form to MSA with City of Meridian workday. 00433288.0—Confidential proactively source, nurture and track internal and external prospective candidates throughout the recruiting process. Prism Analytics Enterprise Workday Prism Analytics is an analytics application that provides Workday customers the ability to blend and analyze Workday data and non- Workday data from multiple sources. Workday Prism Analytics includes a data repository for storage and management of data, data preparation tools for transformation and blending of data from various sources, and tools to explore and analyze the data. Time Tracking Workday Time Tracking supports an organization in collecting, processing, and distributing time data for its global workforce. Workday Time Tracking module includes the following capabilities: basic time scheduling, time entry (hourly, time in/time out), approvals, configurable time calculation rules, and reporting. ©2023 Workday v23.12 Page 8 of 8 Order Form to MSA with City of Meridian