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City of Nashua

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

June 29, 2022
Memo #23-301

TO: Mayor Donchess
Finance Committee

SUBJECT: Software Upgrade in the amount not to exceed $150,976 funded from 71228 Computer
Software for $8,428 and 54407 Software Maintenance for $142,548/General Fund

Please see attached communications from Jason Toohey, IT Project/Development Manager, dated June 24,
2022 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Risk Management software upgrade from Riskmaster 7.1 client hosted to
Corporation Assure Claims SaaS hosted

Value: 547,516 per year for 3 years and a $8,428 one-time set up charge to total $142,548

Vendor: Computer Sciences Corporation

Department: 122 Information Technology
Source Fund: 71228 Computer Software & 54407 Software Maintenance / General Fund

Ordinance: Pursuant to § 5-84 Special purchase procedures. A/(5) Purchases from a sole
manufacturer, where it is determined to be more efficient and economical to
reduce costs of maintenance of additional repair parts, supplies or services.

The Administrative Services Division: Information Technology, and the Purchasing Department
respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: N Miseirvitch
J Graziano

City of Nashua

Information Technology Department (603) 589-3300
Administrative Services Division Fax (603) 594-3434
229 Main Street - Nashua, NH 03060

To: Ms. Kelly Parkinson
Purchasing Manager, City of Nashua
229 Main St
Nashua, NH 03061-2019

Date: June 24, 2022
Re: CSC - Assure Claims Access Work Order
Ms. Parkinson,

The Information Technology Department needs to upgrade the City’s Risk Management software
from Computer Science Corporation (CSC) RiskMaster 7.1 — client hosted, to Computer Science
Corporation (CSC) Assure Claims — SaaS hosted. The reason for the upgrade is due to the following;
SQL 2003 server that the operating system resides on is no longer supported by Microsoft, the XP
operating system that the client is installed on is no longer supported by Microsoft, and the
RiskMaster 7.1 version is no longer supported by CSC.

The City of Nashua will pay CSC an annual access fee {to access Assure Claims — Saas Hosted) of
$47,516.00 per year for the period of 9/01/22 to 8/31/25 (CSC will invoice the City of Nashua on an
annual basis at the commencement of each term) and a one-time set-up fee of $8,428.00 for
Amazon Web Services and Sisense Reporting. Please refer to Work Order No.6 (attached) for terms
of the Master Services Agreement and Termination Amendment to Addendum — MESA (Addendum
No.6)

The Information Technology Department recommends the Master Services Agreement with
Computer Sciences Corporation (CSC) in the amount of $47,516.00 per year for the period 9/01/22
to 8/31/25 with one-time set-up fee of $8428.00 for Amazon Web Services and Sisense Reporting.

This 3-year contact is being procured using NRO Sec 5-84 (A) (4) Special Purchase Procedures which
follows the existing contract with this vendor.

Funding is available in 122 Information Technology,Computer Software 22.1.550 — 71228 for the
set-up fee of $8428.00 and 122 Information Technology, Software Maintenance, account 22.1.535
— 54407 for the annual maintenance fee of $47,516.00.

Sincerely,

Jason Toohey

Project/Development Manager, Information Technology

Cc: Kimberly Kleiner, Director of Administrat-ve Services

TERMINATION AMENDMENT TO

Addendum — MESA (Addendum No. 6)

This Termination Amendment cffective March 8, 2022 ("Termination Amendment") to Addendum -
MESA (Addendum No.6) dated September 1, 2018 (“Addendum”) is by and between Computer Sciences
Corporation (“CSC”) and City of Nashua (“Customer”) and made a part of and incorporated into the
Master Services Agreement dated effective June 28, 2002, as amended (“Agreement”) by and between CSC
and Customer. In the event that any provision of this Termination Amendment, and any provision of the
Addendum is inconsistent or conflicting, the inconsistent or conflicting provision of this Termination
Amendment shall be and shall constitute an amendment of the Addendum and shall control, but only to the
extent that such provision is inconsistent or conflicting with the Termination Amendment.

WHEREAS, CSC and Customer entered into the Addendum for providing MESA for the period September
1, 2018 through August 31, 2023 (“Term”);

WHEREAS, Customer desires to terminate the MESA and simultaneously execute an Assure Claims
Access Work Order;

WHEREAS, CSC consents to the termination of the MESA;

NOW THEREFORE, CSC and Customer agree as follows:

l. The Addendum shall terminate effective September 1, 2022. CSC’s obligation to provide the
MESA services shall cease September 1, 2022. Customer agrees to remit all fees, if any, due to
CSC pursuant to the MESA through August 31, 2022 upon execution of this Termination

Amendment.

2. As a condition precedent to this Termination Amendment, Customer shall execute the Assure
Claims Access Work Order for the period September 1, 2022 through August 31, 2025.

3. Termination of the MESA does not relieve either party of any obligations through the date of

termination nor those obligations which survive termination.

(signature page follows)

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The parties certify by their undersigned authorized agents that they have read this Termination Amendment
and agree to be bound by its terms and conditions.

csc Customer
Computer Sciences Corporation City of Nashua

By: Lawrence. Stir By:

(Authorized Signature) (Authorized Signature)
(in non-black ink, please) (in non-black ink, please)

Lawrence Stern

(Name) (Name)
General Manager, P&C Insurance

(Title) (Title)

4/05/2022
(Date) (Date)
2

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Work Order No. 6

Assure Claims Access Work Order

This Assure Claims Access Work Order (“Work Order”) is deemed effective March 8, 2022 (“Effective Date’’)
and is by and between Computer Sciences Corporation, a DXC Technology company (“CSC”) and City of
Nashua (“Customer”) and incorporated into the Master Services Agreement by and between CSC and Customer
dated as of June 28, 2002 and any amendments thereto (the “Agreement”). All capitalized terms herein shall have
the same meaning as specified in the Agreement unless otherwise specified.

1.

Definitions and CSC Address
Definitions — The following words and phrases shall have the following meanings in this Work Order.

Affiliate — shall mean any direct or indirect subsidiary of Customer for so long as the subsidiary remains
an Affiliate of Customer.

Authorized Company — Those companies utilizing the Software so long as it is an Affiliate of Customer.

Current Base Software - the most current version of the Software as maintained by CSC in its offices
and as described in the Documentation.

Customer — for purposes of the Work Order, Customer shall be deemed to include any Authorized
Company.

Customer Specific Non-Conformity - Non-conformity that is caused by the following: use of the Software
by Customer not in material conformity with the Documentation, incorrect or incomplete data or input
provided by Customer for the Software; and use with the Software of any modifications other than indicated
or authorized by CSC.

Documentation - the user guides and other instructional and reference materials distributed by CSC with
the Software and such guides and materials updated and redistributed by CSC from time to time.

Module —functionality that is separately licensed by CSC that can be utilized with the Software that is not
functionality previously provided to Customer or derived from the previously provided Software pursuant
to this Work Order.

Non-Conformity - any failure of the Software to operate in conformity with the most recent edition of the
Documentation distributed by CSC to Customer to which such failure relates.

Software — means the System and Third-Party Software utilized by the System to which Customer is
granted access hereunder including the procedures, rules routines, machine readable source code and
object code associated therewith, as the same may be modified, updated, upgraded, enhanced, improved
or customized by way of Services or otherwise. Software is defined in Section 2 below.

Service - means installation, training, consulting, project management, data conversion, custom
programming, Support Services, and hosting services provided by CSC.

Support Services - those Updatcs and Upgrades sct forth hercin for which Customer has contracted for
support.

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Work Order No. 6

System — CSC's Assure Claims as more fully set forth in Exhibit B.

Third Party Software - means the third-party software provided to Customer by CSC for use with the
Software and listed herein, the terms of which are agreed to by Customer in writing in advance of CSC
providing same to Customer. From time to time, CSC may provide Customer with additional Third-Party
Software for selected functionalities to be used with the Software. CSC reserves the right to remove or
replace such Third-Party Software, at CSC’s sole discretion, upon thirty (30) days advance notice to
Customer. Customer will make reasonable efforts to accommodate any replacement, at CSC’s sole cost and
expense. The Third-Party Software may only be utilized with the Software identified herein.

Update - revisions or additions to the Software which are intended to correct errors, improve efficiency
or to incorporate additional or alternative functionality, but do not constitute substantial additional or
alternative functionality, as customarily indicated by a change to the number to the right of the decimal
in the version number, for example, Version 18.1 updated to Version 18.2.

Upgrade - a new release of the Software that incorporates substantial additional or alternative
functionality, as customarily indicated by a change to the number to the left of the decimal in the version
number, for example, Version 18.2 upgraded to Version 19.1.

1. CSC Address:

Computer Sciences Corporation
20408 Bashan Drive, Suite 231
Ashbum, VA 20147

2. Description of Software:

Customer will be granted access to Assure Claims Software. The Software consists of an assembly of
computer programs including (i) the Documentation and (ii) the compiled and/or executable object code
to the Software and Third-Party Software. The Software will be hosted by CSC in accordance with the
terms and conditions set forth in Exhibit A. The Third-Party Software is listed in Exhibit D.

3, Services:

At Customer’s request, CSC shall make available CSC personnel for implementation, training, interfaces
and project management during the term of this Work Order, as further provided in a project plan as
mutually agreed between the parties. CSC and Customer agree that the implementation scope
(“Implementation Scope"’) shall be as set forth in Exhibit C and at the rates set forth therein.

4. Start Date: Effective Date.
5. Documentation: Documentation is available on-line within the Software.
6. Operating Environment: See Exhibit A attached hereto.

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10.

lf.

Work Order No. 6

Fees:
(a) Customer shall pay CSC an annual access fee for the following period equal to:
«= 9/01/22 to 8/31/25: $47,516.00 per year
CSC will invoice Customer on an annual basis at the commencement of each term.

(b) AWS (Amazon Web Services) and Sisense Setup fee - $8,428.00 (due prior to AWS implementation).
(c) Hosting Services (Exhibit A): Included within the fees set forth in Section 7(a) above.

(d) Services Fees — provided at the rate as set forth in Exhibit C.

CPI index annual increase: Not applicable to this Work Order.

Term of Work Order: As set out in Section 7(a) herein.

Expenses:

Travel expenses: Customer shall pay CSC for all pre-approved reasonable expenses incurred by CSC in
the performance of Scrvices including, but not ncccssarily limited to travel, living and out-of-pocket
expenses of CSC employees incurred pursuant to this agreement. All travel by CSC personnel shall
comply with CSC's then current standard travel and expense policy, a copy of which shall be provided to
Customer upon Customer's request. Customer shall pre-approve all CSC travel expenses.

Scope of Software Access Grant:

(a) Customer has the right to use the Software to process claims related to the internal operations or the
financial services offerings of Customer. Customer shall not use the Software to process the data of
any non-affiliated third party, such as providing service bureau or outsourcing services. Furthermore,
Customer shall not make the Software available for use by any third party other than Customer
authorized third party contractors and agents. Notwithstanding the foregoing, the access right grant
described herein shall extend to subcontractors of Customer provided each subcontractor is using the
Software for Customer’s sole benefit and in accordance with the Work Order.

(b) Customer acknowledges that the Software is to be used only as a tool in assisting Customer in
managing its own business and the Software is not intended to replace the judgment of Customer or its
employees in making decisions regarding Customer’s business operations and its obligations to its
customers.

(c) CSC is providing Customer with the Third-Party Software listed in Exhibit D as part of the Software.
Customer may use any Third-Party Software provided by CSC hereunder in object code format solely
in connection with and through the Software, and in accordance with the terms and conditions of this
Work Order and any such additional terms and conditions provided by CSC and agreed to by Customer
in writing. Customer shall not use any Third-Party Softwarc named in Exhibit D for any other purpose
whatsoever.

(d} During the term of this Work Order, no morc than oncc per year, upon two weeks advance written
notice, CSC shall have the right to access the Software, using a method acceptable to Customer, to
verify that Customer is using the Software in compliance with the terms of Section 1 1(a) of this Work
Order. During the term of this Work Order, Customer shall maintain reasonable records

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12.

Work Order No. 6

regarding the use of the Software by Customer and provide CSC with copies of such records upon
request at CSC’s sole cost and expense.

(e) CSC represents and warrants that (i) it is the owner of the entire right, title and interest in and to, or has
valid license rights in and to, the Software, (ii) it has the right to grant the licenses granted to Customer
for the Third-Party Software hereunder, and (iii) it has not granted any license to any other entity that
would restrict the rights granted to Customer hereunder.

CSC shall indemnify and hold Customer harmless from and against all losses, claims, damages,
liabilities and expenses arising out of or relating to any allegation that the Software, or Customer’s use
thereof as permitted in this Work Order, infringes any copyright, trademark rights patent right
(including patent application), trade name, mask-work right, trade secret or any other intellectual
property right of any third party provided that Customer notifies CSC in writing within a reasonable
time of the receipt by Customer of any such claim or notice of any such claim, provided such failure
to timely notify does not jeopardize CSC’s right to defend and permits CSC upon request, and at
CSC's cost and expense, to assume and control the defense or settlement thereof. At Customer’s cost,
Customer shall have the right to participate in any proceedings, with its own counsel. Customer agrees
to cooperate with CSC in every reasonable manner in the defense of such claim.

(f) THIS WORK ORDER DOES NOT GRANT A LICENSE TO CUSTOMER FOR THE SYSTEM.
CUSTOMER IS GRANTED A LIMITED TERM LICENSE TO THE THIRD-PARTY SOFTWARE
IN ACCORDANCE WITH THE TERMS OF THIS WORK ORDER AND SUBJECT TO THE
TERMS AND CONDITIONS CONTAINED HEREIN.

Support Services:

CSC shall provide Customer with the following Support Services for the term of this Work Order, if, as and
when the Software is utilized by Customer pursuant to this Work Order. Customer shall use these Support
Services in accordance with any customer support guide that CSC provides to Customer:

(a) Re-release of the Current Base Software. CSC will keep on file at its facilities a copy of the most
recent version of the Current Base Software and Documentation for which the testing process has been
completed.

(b) Updates and Upgrades. During the term of this Work Order, CSC may update the Software from
time-to-time with Updates. Updates will not include modules or additional third-party software that are
licensed separately by CSC. At its sole discretion, CSC will also apply all Upgrades, if and when
commercially available, to upgrade the Software to the new Current Base Software.

(c) Response Center. During the term of this Work Order, CSC shall operate a response center at its
facilities to provide supported users of the Software with assistance in using the Software and in reporting
and resolving problems (“Help Desk”). The CSC response center will be staffed by personnel
knowledgeable about the Software. Customer’s internal help desk staff and other designated personnel
shall be entitled to contact the Help Desk at any time during the Help Desk hours noted below, to report
problems with the Software and request assistance. CSC may also make certain assistance available to
Customer electronically. Customer’s help desk staff and other designated personnel will provide CSC any
other available information and reasonable assistance needed to diagnose reported Non-Conformities. CSC
will diagnose Customer-reported Non-Conformities. The Help Desk can address: (i) submission
questions; (ii) user account information; (iii) connectivity; (iv) browser issues and upgrades; (v)
administration issues; and (vi) Help Desk services is limited to system technical issues. Help Desk hours
of operation are 8:00 am to 7:00 pm eastern time Monday through Friday excluding CSC holidays. Help
Desk services do not include training. Software service level guidelines are provided in Section 12(d)
below.

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Work Order No. 6

(d) Non-Conformity Correction. CSC shall prioritize all Non-Conformities in accordance with its
impact on Customer’s operations as set forth below. Without further charge, other than for Customer
Specific Non-Conformities and generally in accordance with such priority, CSC shall make such
modifications as are required to correct reported Non-Conformities using the Current Base Software and
CSC test data. CSC may assign a new priority to the Non-Conformity after research if the initial
description was not accurate or after provision of a manual method of working around the Non-
Conformity if such method lessens the impact of the Non-Conformity. CSC will maintain internal
guidelines providing for levels of technical expertise and management involvement that increase with the
priority of the reported Non-Conformity and the time elapsed since the Non-Conformity was reported.
There shall be two categories for Non-Conformity correction as defined below:

1. Critical
Definition - Production use of the Software is not possible or no method of manually working
around a Nonconformity exists. Customer requires resolution urgently due to financial, legal
and public risk exposure.
Target Action - Initial response within one (1) business hour. Resource assigned immediately
thereafter. CSC will use all commercially reasonable efforts to implement a resolution within
twenty-four hours of notice to CSC.

2. Non- Critical
Definition —- Any Nonconformity that is not Critical
Target Action - Initial response within two (2) business hours. Resource assigned within one
business day thereafter. CSC will use commercially reasonable efforts to implement a
resolution as soon as possible.

* Critical requires that a Customer resource be available and remain available until the issue is
resolved.

(e) Customer-Specific Non-Conformity. If a reported Non-Conformity is determined to be a
Customer-Specific Non-Conformity, then if the Non-Conformity would be fixed as a result of Customer
utilizing the Software in accordance with the Documentation, then Customer shall be obligated to do so.

Dated as of executed by the authorized representatives of Customer and CSC noted below.

Computer Sciences Corporation City of Nashua
By. Ldwrence Stan By:

Name: Lawrence Stern Name:

Title: General Manager, P&C Insurance Title:

Date: 4/05/2022 Date:

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Work Order No. 6

Exhibit A
Hosting Services

1. Overview

CSC will provide server hardware and Software and provide web hosting, server hosting, project management,
monitoring and connection to the World Wide Web. This document outlines responsibilities and ongoing services
provided by CSC in accordance with the Work Order.

2. Generally

CSC will provide Customer access to the Software on a shared CSC supplied server environment in a multi tenant
configuration. A “multi-tenant” configuration refers to the Assure Claims web application server. The database
and reporting servers are shared. Customer will remotely access the server(s) that will be maintained at Amazon
Web Services through a series of web pages and web enabled distributed client graphical user interface reserved
specifically for Customer (the ‘“‘Website”) on the World Wide Web portion of the Internet.

3, Software Access

The Software shall be accessible by Customer via the World Wide Web through an encrypted SSL connection to
the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance, and except
for any loss or interruption of the hosting services due to causes beyond the control of CSC or not reasonably
foreseeable by CSC, including but not limited to, interruption or failure of telecommunication or digital
transmission links and Internet slow-downs or failure.

Each authorized user will access the Website/application using a separate user ID and password. With respect to
the Website, CSC shall have the sole responsibility for intrusion detection, virus protection and the security of the
environment, including but not limited to, integrity of the Software, the operating systems, communications and
Customer’ data. CSC and Customer shall mutually agree as to the entity responsible for creation, maintenance
and security of user IDs and passwords.

4, License & Proprietary Rights

The Website may contain unique materials relating to Customer’s business and provided to CSC by Customer for
incorporation in the Website, including names, trademarks, images, photographs, illustrations, data, or other
Customer unique text (“Customer Content”). Customer Content shall be considered Customer’s Confidential
Information. All of the Customer Content shall remain the sole and exclusive property of Customer, including,
without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Customer
hereby grants CSC a non-exclusive, royalty-free license during the term of this Work Order, to edit, modify, adapt,
copy, exhibit, display, and otherwise use the Customer Content as necessary solely and exclusively for performing
the Services for Customer under this Work Order. All other materials developed solely by CSC under this Work
Order or otherwise previously developed by CSC and provided by CSC hereunder, including, but not limited to,
any CSC Software in object code or source code, script, programming code, data, HTML script, or other
information or ideas developed solely by CSC under this Work Order or otherwise previously developed by CSC
and provided by CSC hereunder shall remain CSC’s sole and exclusive property, as set forth in the Work Order ,
including, without limitation, all CSC copyrights, trademarks, patents, trade secrets and any other proprietary
rights. During the term of Work Order , CSC may acquire, know, or have within its possession the Customer
Content and certain other non-public proprietary and confidential Customer business data and information
(collectively, "Customer Confidential Information"). Such Customer Confidential Information may include, but
not be limited to, information protected by the attorncy-clicnt privilege and work product prepared in anticipation
of litigation. It may also include, but not be limited to, data regarding customer lists, customer personal
information, forms, documents, manuals, financial information, strategic plans and forecasts,

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