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Wor K d Q y. Agreement #251067 — Confidential

CHANGE ORDER
Customer Name City of Nashua
Workday Entity Name Workday, Inc. 6110 Stoneridge Mall Rd., Pleasanton, CA 94588
Name of Agreement Professional Services Agreement
Agreement Effective Date November 10, 2020
SOW Effective Date / SOW # November 10, 2020 / SOW #232049
Change Order Effective Date The later of the dates beneath the parties’ signature below
Target Change Order Close Date | April 9, 2021
Currency USD
Fee Type Fixed Fee

Customer/Partner Project Manager Derek Danielson

Project Name Workday Adaptive Planning Deployment for Customer
Project Sponsor John Griffin
Workday Engagement Manager Al Menendez

Investment for additional effort to complete configuration of
critical functionality underestimated during quoting process

Impact Assessed by Dan Kiehl
Workday Region Education & Government

Summary of Change Type

Fees: Customer shall not be required to pay Professional Services Fees for the Services provided under
this SOW, representing a one-time Workday investment of $9,900 in Professional Services for this SOW
(the “Investment”). Project-related T&E are NOT included in the Professional Services Fees. Any
applicable T&E shall be reimbursed solely in accordance with the PSA. If the parties mutually agree to
reduce the scope of Professional Services provided hereunder, the Investment automatically shall be
reduced accordingly.

Workday’s Investment shall apply exclusively to the Professional Services described in this SOW and may
not be used towards: (i) any other Workday professional services outside the scope of work described in
this SOW, (ii) a credit for future services under any additional engagement with Workday, (iii) training, (iv)
fees or other amounts due under the MSA or any Order Form, or (v) [unless expressly provided herein,] as
a credit to be applied by Customer towards any professional services rendered by any third party. The
Investment is a “maximum cap” investment applied towards Professional Services provided by Workday
under this SOW. Any portion of the Investment not utilized hereunder shall expire upon the completion of
the Project. Customer shall not be entitled to any credit or refund for any expired or unused Investment.
The Investment does not apply to amendments or Change Orders to this SOW unless mutually agreed by
the parties therein.

Amendment:

This Change Order amends the SOW identified above. Except as expressly amended by this Change
Order, the terms of the SOW shall remain in full force and effect.

Change Order Reasor(s):

e §=©Add effort: no change in scope/timeline
Changes to Tasks in Scope:

e NA

Changes to Deliverables:

©Workday2020 (v20.3) Page 1 of 2
Change Order for SOW

Wor K d Q y. Agreement #251067 — Confidential
CHANGE ORDER

e NA
Changes to Project Schedule:

e This Change Order will not modify the project schedule set forth in the current project plan.
Changes to Go Live Date:

e This Change Order will not modify the Go-Live Date in the Original SOW.

Impact Assessment:

Project Activities Affected N/A
Tasks removed from Original SOW N/A
Tasks modified from Original SOW N/A
Project Schedule Impact N/A
Change Order Fees $0.00

Customer Contact

: Billing Contact Project Contact
Information
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/Fax # (603) 589-3173 (603) 589-3173
Email griffinj}@nashuanh.gov griffinj}@nashuanh.gov

IN WITNESS WHEREOF, the parties’ authorized signatories have duly executed this Change Order as of
the later dates beneath the parties’ signatures below.

CITY OF NASHUA WORKDAY, INC.
KC Clove Kier
Signature Signature

Jim Donchess

Name Name

Mayor, City of Nashua

Title Title
04/26/21
Date Signed Date Signed
©Workday2020 (v20.3) Page 2 of 2

Change Order for SOW

City of Nashua

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

April 29, 2021
Memo #21-112

TO: Mayor Donchess
Finance Committee

SUBJECT: Nashua Police Department HVAC Repair Project in the amount of $3,601,767 funded from
accounts 81200 Buildings & Improvements

Please see attached communications from Karen Smith, Buisiness Office Manager, dated April 29, 2021 for project
specific details related to this purchase. Below please find a summary of the purchase approval request:

Item: NPD HVAC Repairs and System Upgrade Project
Value: $3,601,767
Vendor: Turnstone Corporation of Milford NH

Department: 150 Police Department

Source Fund: 81200 Buildings & Improvements

Ordinance: Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual
services, except as otherwise provided herein, when the estimated cost thereof shall
exceed $10,000 shall be purchased by formal, written contract from the lowest responsible
bidder, after due notice inviting bids.

A competitive bidding RFP for this project was issued on 1/7/2021 where only one bid was received from which
was rejected due to non-conformance with RFP required documentation. A second competitive bidding RFP for
this project was issued on 2/15/2021 and the following bids were received:

Vendor Location Amount Note
Final pricing was reduced by unnecessary
Turnstone Corporation Milford, NH $3,614,287 line items removed from the final quote
Meridian Construction Gilford, NH $3,720,018
North Branch Construction | Concord, NH $3,799,990
Martini & Northern Newfields, NH | $4,030,050 | Bid withdrawn due to lack of
subcontractor availability

We recommend this bid to be awarded to the lowest total cost vendor who met the RFP specified requirements.
The Nashua Police Department, and the Purchasing Department respectfully request your approval of this
contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: K Smith , D Mederos

NASHUA POLICE
DEPARTMENT Date: 29 April 2021

Intradepartmental Communication

To: Kelly Parkinson, Purchasing Manager
From: Karen Smith, NPD Business Manager

Subject: NPD HVAC Upgrade Project

The Nashua Police Department solicited proposals (RFP0292-021121) from professional general
contractors for the Nashua Police Departments HVAC Upgrade project. Bids were received from the
following vendors:

VENDOR ADDRESS AMOUNT
MARTINI & NORTHERN NEWFIELDS, NH $4,030,050
MERIDIAN CONSTRUCTION GILFORD, NH $3,720,018
NORTH BRANCH CONCORD, NH $3,799,990
CONSTRUCTION

TURNSTONE CORPORATION MILFORD, NH $3,601,767

The Nashua Police Department recommends the bid to Turnstone Construction in the amount of

$3,601,767 for contracting services quoted for the NPD HVAC Repairs and System Upgrades. Funding is
available in the NPD HVAC Capital Project account.

Sincerely,

Kia fT

Karen Smith
Business Manager

CONTRACT FOR INDEPENDENT CONTRACTOR

NASHUA POLICE DEPARTMENT HVAC

A CONTRACT BETWEEN
THE CITY OF NASHUA, 229 MAIN STREET, CIFY HALL, NASHUA, NH 03060
AND
and its successors, transferees and assignees (together “Independent Contractor”)

TURNSTONE CORPORATION
NAME AND TITLE OF INDEPENDENT CONTRACTOR

479 Nashua Street
Milford, NH 03055
ADDRESS OF INDEPENDENT CONTRACTOR

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time to time
requires the services of an Independent Contractor ; and

WHEREAS, it is deemed that the services of an Independent Contractor herein specified are both necessary
and desirable and in the best interests of the City of Nashua; and

WHEREAS, Independent Contractor represents they are duly qualified, equipped, staffed, ready, willing and
able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and are made
part of this contract:

Exhibit A--General Conditions for Contracts

Exhibit B—Scope of Services, Contract Time & Fee Schedule

The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations,
proposals, representations or agreements, either written or oral. Any other documents which are not listed in this
Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written change order
and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the written change order or the
fully executed City of Nashua Purchase Order shall control over the terms of the Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Independent Contractor shall furnish
all services, equipment, and materials and shali perform all operations necessary and required to carry out and
perform in accordance with the terms and conditions of the contract the work described.

3. PERIOD OF PERFORMANCE. Independent Contractor shall perform and complete all work by 1 weeks after Notice
to Proceed which date shall only be altered by mutually approved written agreement to extend the period of
performance or by termination in accordance with the terms of the contract. Professional Engineer shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City of Nashua.

4, COMPENSATION. Independent Contractor agrees to perform the work for a total cost not to exceed
Three Million Six Hundred and One Thousand Seyen Hundred and Sixty Seven DOLLARS and
Zero cents

The Contract Sum shall include all items and services necessary for the proper execution and completion of the
Work.

Unless Independent Contractor has received a written exemption from the City of Nashua, Independent Contractor
shall submit an itemized Application for Payment for operations completed in accordance with the values stated in
the Agreement. Such applications shall be supported by such data substantiating the Independent Contractor’s right
to payment as the City of Nashua may reasonably require. Independent Contractor shall submit requests for payment
for services performed under this agreement directly to:

> Electronically via email to VendorAPInvoicesi@/NashuaNH.gov
OR
>» Paper Copies via US Mail to: City of Nashua, City Hall
Accounts Payable
229 Main Street
Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires that all
submitted invoices contain a valid PURCHASE ORDER NUMBER.

The City of Nashua will pay for work satisfactorily completed and accurately invoiced by Independent Contractor
within thirty (30) days from the time of approval by the City of Nashua.

5, EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until the date of execution by the
City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall be in
writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid, and registered
or certified, and shall be addressed to:

City of Nashua Representative Contractor Representative
Captain Daniel Mederos Stacy J. Clark, President
Chief Michael Carignan Turnstone Corporation
Nashua Police Department 479 Nashua Street
Services Bureau Milford, NH 03055

28 Officer James Roche Drive

Nashua, NH 03062

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be given to
and received by the addressee thereof on the third business day after being deposited in the mail. The City of
Nashua or Independent Contractor may change the address or representative by giving written notice to the other

party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally bound
thereby.

City of Nashua, NH (signature)

James W Donchess, Mayor
(Printed Name and Title)

Date Dat

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EXHIBIT A

TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS
INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE

CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES

SURVIVAL OF RIGHTS AND OBLIGATIONS

SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LAW AND VENUE

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1.

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Independent Contractor”, and its successors,
transferees and assignees (together “Independent Contractor”) includes any of the Independent Contractor's
consultants, sub consultants, contractors, and subcontractors

INDEPENDENT CONTRACTOR STATUS The parties agree that Independent Contractor shall have the status
of and shall perform all work under this contract as an Independent Contractor, maintaining control over
all its consultants, sub consultants, contractors, or subcontractors. The only contractual relationship created
by this contract is between the City of Nashua and Independent Contractor, and nothing in this contract
shall create any contractual relationship between the City of Nashua and Independent Contractor's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that Independent
Contractor is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of the City of

Nashua;
(4) Participation or contributions by either the Independent Contractor or the City of Nashua
to the public employee's retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.
STANDARD OF CARE Independent Contractor shall be responsible for the professional quality, technical
accuracy, timely completion, and coordination of all work performed under this contract. Independent
Contractor warrants that all work shall be performed with the degree of professional skill, care, diligence,
and sound practices and judgment that are normally exercised by recognized professional firms with respect
to services of a similar nature. It shall be the duty of Independent Contractor to assure at its own expense
that all work is technically sound and in conformance with all applicable federal, state, and local laws,
statutes, regulations, ordinances, orders, or other requirements. In addition to all other rights which the
City of Nashua may have, Independent Contractor shall, at its own expense and without additional
compensation, re-perform work to correct or revise any deficiencies, omissions, or errors in the work or the
product of the work or which result from Independent Contractor's failure to perform in accordance with
this standard of care. Any approval by the City of Nashua of any products or services furnished or used by
Independent Contractor shall not in any way relieve Independent Contractor of the responsibility for
professional and technical accuracy and adequacy of its work. City of Nashua review, approval, or
acceptance of, or payment for any of Independent Contractor's work under this contract shall not operate as
a waiver of any of the City of Nashua's rights or causes of action under this contract, and Independent
Contractor shal! be and remain liable in accordance with the terms of the contract and applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work under this
contract. The City of Nashua reserves the right to approve key personnel assigned by Independent
Contractor to perform work under this contract. Approved key personnel shall not be taken off of the
project by Independent Contractor without the prior written approval of the City of Nashua, except in the
event of termination of employment. Independent Contractor shall, if requested to do so by the City of
Nashua, remove from the job any personnel whom the City of Nashua determines to be incompetent,
dishonest, or uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua representative
for this contract. If designated, all notices, project materials, requests by Independent Contractor, and any
other communication about the contract shall be addressed or be delivered to the City of Nashua
Representative.

5, CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make changes to
the general scope, character, or cost of this contract and in the services or work to be performed, either
increasing or decreasing the scope, character, or cost of Independent Contractor's performance under the
contract. Independent Contractor shall provide to the City of Nashua within 10 calendar days, a written
proposal for accomplishing the change. The proposal for a change shall provide enough detail, including
personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to
adequately analyze the proposal. The City of Nashua will then determine in writing if Independent
Contractor should proceed with any or all of the proposed change. If the change causes an increase or a
decrease in Independent Contractor's cost or time required for performance of the contract as a whole, an
equitable adjustment shall be made and the contract accordingly modified in writing. Any claim of
Independent Contractor for adjustment under this clause shall be asserted in writing within 30 days of the
date the City of Nashua notified Independent Contractor of the change.

When Independent Contractor seeks changes, Independent Contractor shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City of Nashua in writing
of the estimate. The proposal for a change shall provide enough detail, including personne! hours for each
sub-task and cost breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal.
The City of Nashua will then determine in writing if Independent Contractor should proceed with any or
all of the proposed change.

Except as provided in this paragraph, Independent Contractor shall implement no change unless the City of
Nashua in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City of Nashua may provide verbal approval of a change when the
City of Nashua, in its sole discretion, determines that time is critical or public health and safety are of
concern, Any verbal approval shall be confirmed in writing as soon as practicable. Any change undertaken
without prior City of Nashua approval shail not be compensated and is, at the City of Nashua's election,
sufficient reason for contract termination.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate with
Independent Contractor in the performance of its work under this contract and that such personnel will be
available to Independent Contractor for consultation at reasonable times and after being given sufficient
advance notice that will prevent conflict with their other responsibilities. The City of Nashua also agrees
to provide Independent Contractor with access to City of Nashua records in a reasonable time and manner
and to schedule items that require action by the Board of Public Works and Finance Committee in a timely
manner. The City of Nashua and Independent Contractor also agree to attend all meetings called by the
City of Nashua or Independent Contractor to discuss the work under the Contract, and that Independent
Contractor may elect to conduct and record such meetings and shall later distribute prepared minutes of the
meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES Independent
Contractor warrants that it has examined all contract documents, has brought all conflicts, errors,
discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has concluded that the
City of Nashua's resolution of each matter is satisfactory to Independent Contractor. All future questions
Independent Contractor may have concerning interpretation or clarification of this contract shall be
submitted in writing to the City of Nashua within 10 calendar days of their arising. The writing shall state
clearly and in full detail the basis for Independent Contractor's question or position. The City of Nashua
representative shall render a decision within 15 calendar days. The City of Nashua's decision on the matter
is final. Any work affected by a conflict, error, omission, or discrepancy which has been performed by
Independent Contractor prior to having received the City of Nashua's resolution shall be at Independent
Contractor's risk and expense. At all times, Independent Contractor shall carry on the work under this