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approval by the City of the submitted invoice forms and progress reports. The City will
make no payments until the invoice forms and progress reports have been submitted and

approved.

A2. Payment in Full. Each payment shall be full compensation for work performed or
services rendered and for all labor, materials, supplies, equipment, fees, expenses and
incidentals necessary to complete each milestone for the project, as set forth herein. The
City reserves the right to correct any invoices paid in error according to the rates set forth in
this agreement. City and Service Provider agree that any amount paid in error by City does
not constitute a rate change in the amount of the contract. Service Provider bears the sole
risk that milestones, deliverables or the system will take more work to complete than

anticipated.

B. Subscription Software as a Service FIVE (5) Year Contract. The City agrees to pay
Service Provider in the amount as set forth in the “Professional Costs and Annual
subscription Services ” attached hereto as Exhibit "E" and incorporated herein not to exceed
SIXTY-FOUR THOUSAND DOLLARS ($64,000.00), unless otherwise authorized in
writing by the City. This amount does not include network storage space outside the limits
set forth in the “Professional Costs and Annual subscription Services ” attached hereto as
Exhibit "E" and incorporated herein.

Bl. Payment Schedule. Service Provider shall submit an annual invoice for subscription
services as set forth in the “Professional Costs and Annual subscription Services” attached
hereto as Exhibit "E" and incorporated herein. Payments shall be due within THIRTY (30)
days after receipt and approval by the City, of Service Provider's invoice, itemizing charges

for annual subscription costs.

B2. Payment in Full. Each payment shali be full compensation for work performed or
services rendered and for all labor, materials, supplies, equipment, fees, and expenses. The
City reserves the right to correct any invoices paid in error according to the rates set forth in
this agreement. City and Service Provider agree that any amount paid in error by City does
not constitute a rate change in the amount of the contract. The City's contract/purchase order
(P.O.) number given on the notice to proceed must be referenced on any invoice submitted
for payment. Service Provider shall submit requests for payment for the annual
subscription performed under this agreement directly to:

Page 4 of 21

City of Nashua
Attn: Accounts Payable PO Box 2019
Nashua, NH 03061-2019

Attention: Dan Kooken, Purchasing Manager

email: AccountsPayable@nashuanh.gov

With a copy to:

Bruce R. Codagnone, CIO/IT Division Director
229 Main Street

Nashua, NH 03060

Email: codagnoneb@nashuanh.gov

The City's contract/purchase order (P.O.) number given on the notice to proceed must be

referenced on any invoice submitted for payment.

Requests for payment of annual subscription fees shall be submitted no later than sixty (60)
days prior to the end of the then-current annual term and must include a detailed summary
of the expenditures reported in a form that supports the approved budget.

The City will pay for work satisfactorily completed by Service Provider. The City will pay
Service Provider within 30 days of approval by the City of the submitted invoice forms. The

City will make no payments until the invoice forms have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall become effective on the date
signed 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 REPRESENTATIVE:
Bruce R. Codagnone, CIO/IT Division Director

229 Main Street
Page 5 of 21

Nashua, NH 03060

WAGSYS LLC REPRESENTATIVE:
Wagsys LLC

Attn: William Gau, Project Manager

67 Seybolt Avenue

Otisville, NY 10963

Ref: City of Nashua

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 or Service Provider may change the address or representative by giving

written notice to the other party.

Page 6 of 21

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

be legally bound thereby.
City of Nashua, NH Consultant: Wagsys LLC
(signature)
Gunther Heinzel
James W. Donchess Chief Operating Officer
(print name)
Date
_ Mayor
(title)
Date: / i]

Page 7 of 21

EXHIBIT A
GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS

1. DEFINITIONS. Unless otherwise required by the context, "Service Provider” includes
any of the Service Provider's consultants, sub consultants, Service Providers, and sub Service

Providers

2. SERVICE PROVIDER. STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Service Provider shall have the status
of and shall perform all work under this contract as a Service Provider, maintaining control over
all its consultants, sub consultants, Service Providers, or sub Service Providers. The only
contractual relationship created by this contract is between the City and Service Provider, and
nothing in this contract shall create any contractual relationship between the City and Service
Provider's consultants, sub consultants, Service Providers, or sub Service Providers. The
parties also agree that Service Provider is not a City employee and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

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

(4) Participation or contributions by either the Service Provider or the City to the
public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City.

Service Provider agrees, if applicable and before commencing any work under the contract, to
complete and to provide the following written request to its insurer:

Wagsys LLC. has entered into a contract with the City of Nashua to perform
work upon receipt of a Notice to Proceed to Final Completion and requests that the
Insurer provide to the City of Nashua 1) a certificate of coverage, and 2) notice of any
lapse in coverage or nonpayment of coverage that the Service Provider is required to
maintain. The certificate and notice should be mailed to:

Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. [f Service Provider does not maintain coverage
throughout the entire term of the contract, Service Provider agrees that City may, at any time the
coverage is not maintained by Service Provider, order the Service Provider to stop work, suspend
the contract, or terminate the contract. For each six-month period this contract is in effect,
Service Provider agrees, prior to the expiration of the six-month period, to provide another
written request to its insurer for the provision of a certificate and notice of lapse in or
nonpayment of coverage. If Service Provider does not make the request or does not provide the
certificate before the expiration of the six-month period, Service Provider agrees that City may
order the Service Provider to stop work, suspend the contract, or terminate the contract.

Page 8 of 21
Page 8 of 21

3. STANDARD OF CARE. Service Provider shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed
under this contract. Service Provider 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 Service Provider 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 may have, Service Provider 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 Service Provider's failure to perform
in accordance with this standard of care. Any approval by the City of any products or services
furnished or used by Service Provider shall not in any way relieve Service Provider of the
responsibility for professional and technical accuracy and adequacy of its work. City review,
approval, or acceptance of, or payment for any of Service Provider's work under this contract
shall not operate as a waiver of any of the City's rights or causes of action under this contract,
and Service Provider shall be and remain liable in accordance with the terms of the contract and
applicable law.

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

4. CITY REPRESENTATIVE. The City may designate a City representative for this
contract. If designated, all notices, project materials, requests by Service Provider, and any
other communication about the contract shall be addressed or be delivered to the City
Representative.

5.. CHANGES TO SCOPE OF WORK. The City 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 Service
Provider's performance under the contract. Service Provider shall provide to the City 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 to be able to adequately analyze the proposal. The City will then
determine in writing if Service Provider should proceed with any or all of the proposed change.
If the change causes an increase or a decrease in Service Provider'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 Service Provider for adjustment
under -this clause shall be asserted in writing within 30 days of the date the City notified
Service Provider of the change.

When Service Provider seeks changes, Service Provider shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City in writing
of the estimate. The proposal for a change shall provide enough detail, including
personnel hours for each sub-task and cost breakdowns of tasks, for the City to be able to
adequately analyze the proposal. The City will then determine in writing if Service Provider
pShoyild proceed with any or all of the proposed change.
Page 9 of 21

Except as provided in this paragraph, Service Provider shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
City, 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 approval shall not be compensated and is, at the City's election,
sufficient reason for contract termination.

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

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

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The
City, in its sole discretion, shall have the right to terminate, abandon, or suspend all or part of
the project and contract at will. If the City chooses to terminate, abandon, or suspend all or part
of the project, it shall provide Service Provider 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as
a termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Service Provider
shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Place no further orders or subcontracts for materials, services, or facilities, other

Page 10 of 21
Page 10 of 21

than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders or subcontracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign
to the City any orders or subcontracts specified in the notice, and revoke
agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City to resume performance.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive
all amounts due and not previously paid to Service Provider for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE. This agreement may be terminated by the City
on 10 calendar day’s written notice to Service Provider in the event of a failure by Service
Provider to adhere to all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City, pursue the project or to complete work in a timely
and professional manner. Service Provider shall be given an opportunity for consultation with
the City prior to the effective date of the termination. Service Provider may terminate the
contract on 10 calendar days written notice if, through no fault of Service Provider, the City
fails to pay Service Provider for 30 days after the date of approval of any submitted invoice
forms and progress reports.

In the event of a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider for work satisfactorily completed in accordance with the
contract prior to the date of the notice, Jess all previous payments. No amount shall be allowed
or paid for anticipated profit on unperformed services or other unperformed work. Any such
payment may be adjusted to the extent of any additional costs occasioned to the City by reasons
of Service Provider's failure. Service Provider shall not be relieved of liability to the City for
damages sustained from the failure, and the City may withhold any payment to the Service
Provider until such time as the exact amount of damages due to the City is determined. All
claims for payment by the Service Provider must be submitted to the City within 30 days of the
effective date of the notice of termination.

If after termination for the failure of Service Provider to adhere to all the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to
complete work in a timely and professional manner, it is determined that Service Provider had
not so failed, the termination shall be deemed to have been a termination at will. In that event,
the City shall make an equitable adjustment in the compensation paid to Service Provider. The
adjustment shall include a reasonable profit for services or other work performed up to the
effective date of termination less all previous payments.

C. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the
contract, the City may take over the work and prosecute it to completion by agreement with
another party or otherwise. In the event Service Provider shall cease conducting business, the
City shall have the right to solicit applications for employment from any employee of the
Service Provider assigned to the performance of the contract.

Page 11 of 21
Page 11 of 21

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or

future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Service Provider's principals, officers, employees, agents, sub
Service Providers, consultants, vendors, or suppliers are expressly recognized to be within
Service Provider's control.

9. NO DAMAGES FOR DELAY. Apart from a written extension of time, no
payment, compensation, or adjustment of any kind shall be made to Service Provider for
damages because of hindrances or delays in the progress of the work from any cause, and
Service Provider agrees to accept in full satisfaction of such hindrances and delays any
extension of time that the City may provide.

10. INSURANCE. Service Provider shall carry and maintain in effect during the
performance of services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> Workers' Compensation Coverage in compliance with the State of New Hampshire
. Statutes, $100,000/$500,000/$ 100,000 unless exempt.

Service Provider shall maintain in effect at all times during the performance under this contract
all specified insurance coverage with insurers. None of the requirements as to types and limits to
be maintained by Service Provider are intended to and shall not in any manner limit or qualify
the liabilities and obligations assumed by Service Provider under this contract. The City of
Nashua shall not maintain any insurance on behalf of Service Provider. Sub Service Providers
are subject to the same insurance requirements as Service Provider and it shall be the
Service Provider’s responsibility to ensure compliance of this requirement.

Service Provider will provide the City of Nashua with certificates of insurance for coverage as
listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City issues the notice of award. The City of Nashua requires thirty days written
notice of cancellation or material change in coverage. The certificates and endorsements for
each insurance policy must be signed by a person authorized by the insurer and who is licensed
by the State of New Hampshire. General Liability policies must name the City of Nashua as
an_additional_ insured and reflect on the certificate of insurance. Service Provider is
responsible for filing updated certificates of insurance with the City of Nashua's Risk
Management Department during the life of the contract.

= All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

= If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Service Provider must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

" The specified insurance requirements do not relieve Service Provider of its
responsibilities or limit the amount of its liability to the City or other persons, and Service
Provider is encouraged to purchase such additional insurance, as it deems necessary.

= The insurance provided herein is primary, and no insurance held or owned by the City of

Nashua shall be called upon to contribute to a loss.
Page 12 of 21
Page 12 of 21

" Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Service Provider or
anyone employed, directed, or supervised by Service Provider.

11. INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider agrees to indemnify and shall defend and hold harmless the City, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any manner
caused, occasioned, or contributed to in whole or in part by reason of any negligent act,
omission, or fault or willful misconduct, whether active or passive, of Service Provider or of
anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Service Provider’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.

12. FISCAL CONTINGENCY. All payments under this contract are contingent upon the
availability to the City of the necessary funds. This contract shall terminate and the City's
obligations under it shall be extinguished at the end of any fiscal year in which the City fails to
appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Service Provider with a right of payment
over any other entity. Any funds obligated by the City under this contract that are not paid to
Service Provider shall automatically revert to the City’s discretionary control upon the
completion, termination, or cancellation of the agreement. The City shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Service Provider.
Service Provider shall have no claim of any sort to the umexpended funds.

13. COMPENSATION. Review by the City of Service Provider's submitted annually for
subscription services invoice forms and progress reports for payment will be promptly
accomplished by the City. If there is insufficient information, the City may require Service
Provider to submit additional information. Unless the City, in its sole discretion, decides

otherwise, the City shall pay Service Provider in full within 30 days of approval of the
submitted monthly invoice forms and progress reports.

14. COMPLIANCE WITH APPLICABLE LAWS. Service Provider, at all times, shall
fully and completely comply with all applicable local, state and federal laws, statutes,
regulations, ordinances, orders, or requirements of any sort in carrying out the obligations of
this contract, including, but not limited to, all federal, state, and local accounting procedures and
requirements, all immigration and naturalization laws, and the Americans With Disabilities Act.
Service Provider shall, throughout the period services are to be performed under this contract,
monitor for any changes to the applicable laws, statutes, regulations, ordinances, orders, or
requirements, shall promptly notify the City in writing of any changes to the same relating to
or affecting this contract, and shall submit detailed documentation of any effect of the change
in terms of both time and cost of performing the contract.

15. NONDISCRIMINATION. If applicable or required under any federal or state law,
statute, regulation, order, or other requirement, Service Provider agrees to the following terms.
Service Provider will not discriminate against any employee or applicant for employment
because of physical or mental handicap in regard to any position for which the employee or

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Page 13 of 21