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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

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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:

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Wor k d Q y: Agreement # 232049 — Confidential

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.

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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.

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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]

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Wor k d Q y: Agreement # 232049 — Confidential

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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Appendix 3

[RESERVED]

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Appendix 4

Workday Adaptive Planning Service Deployment
Project Methodology and Scope
Project Approach

1. Workday Project Team Roles

Workday’s key Project team roles and responsibilities for the Project described in this SOW are described below.
The extent of each Workday team member's involvement shall vary by task as defined in the Project Plan agreed
by the Engagement Manager and Customer Project Manager for this Project promptly after the SOW Effective Date.
Workday shall notify Customer of any change to Workday personnel assigned to the Project that may be necessary
from time to time.

Project Director

Workday’s Project Director (Project Director, Managing Partner) leads the program management of the Workday-
owned deployment as defined in this SOW and provides direction to Workday deployment team(s) for critical
deliverables, milestones, issues, and project risks. The Project Director participates on the Steering Committee
and may also assist in managing executive stakeholder engagement for multi-functional (e.g., HCM, Financials)
projects.

Engagement Manager

Workday’s Engagement Manager manages the overall Project and is responsible for working directly with the
Customer Project Manager. The Engagement Manager helps guide the Project as it relates to Workday project
management techniques, the use of Workday tools and templates, interaction with the Workday operations team,
and leveraging Workday’s deployment methodology for the Workday Adaptive Planning Service. The Engagement
Manager staffs the Project with resources responsible for the activities and directs these activities based on a
mutually agreed upon Project Plan associated with this SOW. The Engagement Manager is responsible for
resolving Project-related issues that may be outside the direct control of the Project team (e.g., coordinating the
resolution of issues with the Workday development team). The Engagement Manager provides overall Project
status to key members of Workday’s Professional Services management team and Customer through the
participation on weekly Project status meetings and monthly steering committee meetings.

Delivery Assurance Consultant(s)

Delivery Assurance Consultant (Delivery assurance Consultant, Delivery Assurance Manager) conducts product
configuration reviews at major project milestones (aka checkpoints).

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Workday Consultant(s)

Workday Consultants are assigned to the Project based on scope and complexity of the Project. Consultants’ roles
may include Workday Adaptive Planning solutions architect, data management specialist, integration consultant
and training consultant. Consultants complete hands-on functional and technical Project activities and provide
guidance to Customer. Throughout the Project, Consultants lead workshops to assist Customer in understanding
and utilizing the features and functions of both the Workday Adaptive Planning Service and getting the most out of
the Professional Services supporting the Project. Consultants work directly with Customer’s Project team to design
business processes; gather functional, integration, and reporting requirements; and map Customer's Professional
Services Data to the Workday Adaptive Planning Service. Consultants configure the Workday Adaptive Planning
Service according to Customer requirements as set forth in this SOW, build any custom or packaged Integrations
that are included in the scope of this SOW, and provide support for the configuration and testing of Configured
Integrations. Consultants also provide guidance during testing and data management activities as stipulated in this
Appendix 4. Data management specialist Consultants focus on the configuration of Customer’s Professional
Services Data into the Workday Adaptive Planning Service based on the configuration and mapping done by
Consultants and Customer’s Business Analysts. Data management specialist Consultants work with Customer's
Business Analysts to resolve data-related issues and guide Customer in the preparation of the data for use within
Customer's Workday Adaptive Planning Instance. A Workday Adaptive Planning Consultant (Solutions architect) is
a product specialist responsible for providing functional and technical expertise to Customer during the
Project. Core responsibilities for these Consultants include recommending solutions to address complex Customer
requirements, designing cross-application solutions, and providing guidance on the product roadmap. A Workday
Adaptive Planning solutions architect manages escalations of deployment and product issues and interfacing with
Workday Product Management and Development. A Workday Adaptive Planning solutions architect participates in
design sessions and advises on test strategies and deploys activities as agreed upon by the combined Workday-
Customer Project team. Training consultants assist Customer in development of End User training materials and
delivers train-the-trainer training to Customer’s own training resources.

2. Customer Project Team Roles
Customer's key Project team roles and responsibilities for the Project are described below.
Executive Sponsor/Steering Committee

Customer's Executive Sponsor/Steering Committee is responsible for championing the Project with Customer's
organization, ensuring that all appropriate Customer resources are timely available for the Project, working with the
Customer Project Manager to resolve escalated issues in a timely manner, and signing off on key Workday
deliverables throughout the Project. The Executive Sponsor must be an active and visible resource for the Project
and is expected to participate in regularly scheduled Steering Committee meetings to ensure the Project is meeting
the goals/objectives within the timeframes mutually agreed with Workday at the beginning of the Project.

Customer Project Manager(s)

Customer’s Project Manager is responsible for managing the Project to completion on Customer’s behalf. The
Customer Project Manager performs a variety of tasks including (1) co-developing, managing and maintaining the
Project Plan with the Workday Engagement Manager; (2) managing the issue and key decision log; (3) working
with the Workday Engagement Manager to set mutually agreed deadlines and evaluate milestones; (4) assigning
responsibilities to Customer resources; and (5) delivering status reports to Customer’s upper management on a
regular basis. The Customer Project Manager also escalates issues that may impact the go-live date to the Steering
Committee.

Change Manager(s)

Customer's Change Manager is responsible for facilitating change and end user adoption of the Workday Adaptive
Planning Service within Customer’s user community through communication and training. The Change Manager
shall be responsible for enterprise-wide communication about the Project, developing training strategies and plans,
and ensuring that Customer's users are ready and willing to adopt the Workday Adaptive Planning Service upon
deployment.

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— TZEM EYER Standard Rates

300 UNICORN PARK DRIVE, 5™ FLOOR
WOBURN, MA 01801
(P) 781.481.0210 (F) 781.481.0203 (W) www.f-t.com

F&T 2022 STANDARD RATES
As of January 1, 2022

Professional Fees

e Principal/Vice President $325.00 per hour
e Market/Service Leader 300.00 per hour
e Senior Project Engineer 250.00 per hour
e Project Manager 200.00 per hour
e Commissioning Engineer 200.00 per hour
e BIM Manager 195.00 per hour
e Project Engineer 185.00 per hour
e Designer / Design Engineer 150.00 per hour
e Clerical/Administration 110.00 per hour

Reimbursable Expenses

e Copying and Laser Printing (using in-house equipment) $0.15 each

e Copying and Laser Printing (Outside Service) Cost x 1.1
e Plotting (using in-house equipment):
Bond Plots $1.25 per square foot
Vellum Plots $1.90 per square foot
e Plotting (Outside Service) Cost x 1.1
e Express Mail Cost x 1.1
e Courier Cost x 1.1
e Overnight Travel Cost x 1.1
e Local Travel $0.585 per mile plus parking and/or tolls
e Project IT Expense 4% fixed percentage mark-up for soft costs including CAD/BIM software and
equipment, engineering software, and data backup, security, and management.
Miscellaneous Expenses Cost x 1.1

The above rates are subject to change without notice.

Fitzemeyer & Tocci - Hourly Rates 2022

Mechanical/Electrical Engineers

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