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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.

Page 3 of 13

workday.

Agreement #298892 — Confidential

STATEMENT OF WORK

6. Processing and Security of Personal Data. Ifthe
Security Exhibit between the parties does not expressly
apply to Professional Services, and for all Professional
Services provided with respect to Workday Adaptive
Planning, the Workday Universal Security Exhibit
located at https:/Awww.workday.com/en-
us/legal/contract-terms-and-
conditions/index/exhibits.html shall apply to this SOW
as if fully set forth herein. If Customers Data
Processing Exhibit or Data Protection Agreement does
not expressly apply to Professional Services, and for all
Professional Services provided with respect to Workday
Adaptive Planning, the Workday Universal Data
Processing Exhibit located at
https:/Avww.workday.com/en-us/legal/contract-terms-
and-conditions/index/exhibits.html apply to the
processing of Personal Data as part of the Professional
Services performed by Workday.

7. Deletion of Professional Services Data. If the
deletion of Professional Services Data is not expressly
addressed in Customer's PSA, this Section shall apply.
Workday shall delete the Professional Services Data by
deletion of 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 until deleted.

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
their respective required Project activities.

8.2 Customer shall make knowledgeable resources
available for all virtual and in-person sessions and
meetings in a timely manner.

8.3 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.

8.4 Workday shall perform all Professional Services for
the Project during common business hours in the
location where they are performed, excluding holidays
as observed by the parties.

8.5 Workday shall perform all Professional Services
remotely unless expressly set forth in this SOW.

©2021 Workday, Inc.

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

Customer shall pay T&E, if applicable, in accordance
with Workday’s travel and expense policy.

8.6 Customer shall assign an experienced Project
Manager to manage Customer's obligations hereunder.

8.7 All stages, collateral and meetings shall be written
and executed in, and all communications under or in
connection with the Project to which this SOW applies,
shall be, in the English language. Any translation into
any other language will be at the discretion and cost of
Customer.

9. Definitions.

“MSA” means the Master Subscription Agreement
between the parties.

“Change Order,” if not otherwise defined in the PSA,
means an agreement executed by the parties to
document any change(s) in Project scope, the
estimated level of effort, Project timeline, and/or other
changes in the Professional Services to be performed
by Workday pursuant to a SOW.

“Customer Data,” “Order Form,” and “Service” shall
have the respective meanings set forth in the MSA.

“File Transfer Server” means a server provided and
controlled by Workday using secure file transfer (or
successor protocol) to transfer the Professional
Services Data between Customer and Workday for
deployment purposes.

“Professional Services Data,” if not otherwise defined
in the Universal Data Processing Exhibit, Data
Processing Exhibit, or Data Protection Agreement (as
applicable) between the parties, means electronic data
or information that is provided to Workday under the
PSA for the purpose of being input into the Service, or
Customer Data accessed within or extracted from
Customers tenant to perform the Professional
Services.

“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 and other expenses incurred by

Workday in connection with the provision of the
Professional Services.

Page 4 of 13

wor k d Q y. Agreement #298892 — Confidential

STATEMENT OF WORK
“Workday Adaptive Planning Service” (fka Adaptive
Insights Service) means the subscription-based on-line

Workday Adaptive Planning service purchased by
Customer from Workday.

©2021 Workday, Inc. SOW — Your Way Deployment (Workday Adaptive Planning) v21.8 Page 5 of 13

wor k d Q y. Agreement #298892 — Confidential

STATEMENT OF WORK

Appendix 2
Financial Terms — Time and Materials

1. Workday Professional Services Rates.

Workday shall perform the Professional Services and provide Deliverables under this SOW on a time and materials
basis at the hourly rates set forth in the table below. Customer shall pay all invoices in the currency indicated on
the Signature Document.

TIME AND MATERIALS
PROFESSIONAL SERVICES HOURLY RATES
Workday Professional Services Standard Hourly Rate Estimated Hours
Resource
Engagement Manager $290 32
Senior Consultant $250 160
Workday Total Estimated Hours 192
Workday Total Estimated Professional Services Fees $49,280

1.1 The Hourly Rates set forth above shall be in effect for Customer through the completion of the Project or twelve
(12) months from the SOW Effective Date, whichever date is sooner. Thereafter, Workday’s then-current rates shall

apply.
1.2 All Professional Services Resource roles that Workday is permitted to assign to the Project are listed above.

1.3 T&E are not included in the Total Estimated Professional Services Fees and Workday shall invoice Customer
for Professional Services Fees and any T&E incurred under this SOW on a monthly basis. Customer is responsible
for its own T&E associated with the Project.

1.4 All fees due under this SOW (except fees subject to good faith dispute) shall be due and payable within thirty
(30) 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.

1.5 Unless otherwise provided in the PSA or expressly designated in this SOW, Customer’s address set forth in
the MSA shall be used to determine any Taxes to be collected and/or paid hereunder.

1.6 Customer shall direct all remittance advice and_ invoice’ inquiries via email to
Accounts.Receivable@workday.com.

2. Estimated Fees.

2.1 The estimated fees, resources, and timelines set forth herein are good faith estimates based on Workday’s
experience with similar projects and the accuracy and completeness of the information provided by Customer.
Notwithstanding any estimated hours or fees, Customer shall pay for all Professional Services performed based
upon actual hours performed rather than estimated ones. All tasks including but not limited to system-specific
configuration, status reviews, meetings, Project planning, and troubleshooting performed by Workday resources
are billable activities.

©2021 Workday, Inc. SOW — Your Way Deployment (Workday Adaptive Planning) v21.8 Page 6 of 13

wor k d Q y. Agreement #298892 — Confidential

STATEMENT OF WORK

2.2 The parties shall use good faith efforts to negotiate a mutually agreed upon amendment or Change Order to
this SOW if the Project scope, Project timeline, estimated level of effort, timeline, resource commitments, estimated
expenses, Customer business requirements, and/or other obligations set forth in this SOW change (or are likely to
change) due to any mutually agreed change or because (i) any Customer-provided information is incomplete or
inaccurate; (ii) Customer fails to timely meet its obligations hereunder (e.g., Customer’s team not staffed timely or
appropriately, Customer delays or misses deadlines; Customer business requirements change). Workday shall not
be required to perform any additional or different Professional Services or extend or compress any timeline unless
the parties first execute a mutually agreed corresponding amendment or Change Order, and such non-performance
shall not be a breach of this SOW.

©2021 Workday, Inc. SOW — Your Way Deployment (Workday Adaptive Planning) v21.8 Page 7 of 13

The City of Nashua has brought together architects, performing arts center experts, community leaders, arts and
performance organizations, private performance oriented businesses, elected officials, and the broader
community to the conversation. The City and its consultants have produced a report and plan that indicate that
the 201 Main Street Building (formerly Alec's Shoes) would be the best site, and that an audience size of 500-700

is the right fit for the region.

At this time, the City is working through the process of approval for a bond measure for this project. The total
amount of the bond is $15.5 million. This bond will support both purchasing the building, and the construction
and fit up for this modern venue. In addition, project organizers will also have to raise $4 million from private
donations to make the project possible and most importantly - truly feasible. These private funds will ensure an

endowment that will produce substantial revenue, and offset the cost of ongoing operations of the project.

We, the undersigned, petition the Nashua, NH Board of Aldermen to unanimously vote yes on the passage of
legislation relative to bonding the proposed Performing Arts Center at a meeting of the full Board of Aldermen

at 7 pm on Tuesday, September 12th.
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Home address: L L i hut c¥ng ley we Ward Number__/ ¢”

RSA 456-B:1, Ill, B:2, H
State of New Hampshire

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County of AeKSbO

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(signature of notarial officer)

(Seal, if any}

Justice of the Peace, State of New Hampshire
Or
Notary Public, State of New Hampshire

My commission expires