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22.

23.

24.

25.

26.

that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Professional Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Professional Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Contractor with a written list
of work not completed. With respect to work listed by the city of Nashua as incomplete,
professional contractor shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Division of Administrative Services, mayor or other designated official accepts and
approves the notice of completion,

TAXES Professional Contractor shalt pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and ail payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Professional Contractor hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Professional Contractor shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Professional Contractor warrants that no officer or employee of the City of Nashua has any direct
or indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or
in the business of Professional Contractor. If any such interest comes to the attention of Professional
Contractor at any time, a full and complete disclosure of the interest shall be immediately made in
writing to the City of Nashua. Professional Contractor also warrants that it presently has no interest
and that it will not acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance of services required to be performed under this contract. Professional
Contractor further warrants that no person having such an interest shall be employed in the
performance of this contract. If City of Nashua determines that a conflict exists and was not
disclosed to the City of Nashua, it may terminate the contract at will or for cause in accordance
with paragraph 8.

In the event Professional Contractor (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City of Nashua
may terminate the contract at will or for cause in accordance with paragraph 8. Upon termination,
Professional Contractor shall refund to the City of Nashua any profits realized under this contract,
and Professional Contractor shall be liable to the City of Nashua for any costs incurred by
the City of Nashua in completing the work described in this contract. At the discretion of the City
of Nashua, these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract,

GC 10 of 11

27,

28.

29.

30.

31.

Professional Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Professional Contractor to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorable treatment with respect to the
awarding or amending or making of any determinations with respect to the performance of this
contract. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Professional Contractor,
including any of their respective agents or employees, shall not be liable to third parties for any
act or omission of the other party. This contract is not intended to create any rights, powers, or
interest in any third party and this agreement is entered into for the exclusive benefit of the City
of Nashua and Professional Contractor.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their
hature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other provision,
the contract shall be construed as if such invalid or unenforceable provisions were omitted, and
the parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying
ithe invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Contractor. The parties shall not be bound
by or be liable for any statement, representation, promise, inducement, or understanding of any kind
or nature not set forth in this contract. No changes, amendments, or modifications of any terms or
conditions of the contract shall be valid unless reduced to writing and signed by both parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the State
of New Hampshire and any claim or action brought relating to this contract, the work performed or
contracted to be performed thereunder, or referable in anyway thereto shall be brought in
Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the New
Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 11 of 11

EXHIBIT B to
AGREEMENT
BETWEEN
THE OWNER
AND CONTRACTOR

PROPERTY CARD SCANNING PROPOSAL

SCOPE OF SERVICES, CONTRACT TIME, FEE SCHEDULE PROFESSIONAL
CONTRACTORING SERVICES

This is an exhibit attached to and made part of the Agreement dated July 15, 2020 between
Inception Technologies, Inc (CONTRACTOR) and the City of Nashua, New Hampshire
(OWNER).

This exhibit describes the Scope of Services, Contract Time, and Fee Schedule for the project
known as the Property Card Scanning Proposal.

1.0 Scope of Work

Please see attached.

2.0 C ontract Fixed Fee Schedule

Please see attached.

3.0 Fee Schedule, Compensation and Invoicing

Services shall be billed upon satisfactory completion.
Invoices shall be submitted by Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

the Purchase Order Number.

©
INCEPTION “e°

ECHNGLOGIES INC.

> Statement of Work

This Statement of Work contains the tasks and responsibilities required for completion of the
conversion/capture processes to be performed by Inception Technologiesfor the customer.
There are assumptions being made as well for this project that could impact pricing if these
change. The following assumptions were made

« Property cards are single page documents with few staples
» Property cards are single sided documents
s Documents will be indexed by Map XXX and Lot XXX with 3 characters for each field

¢ Database with Map, Lot, Street Number, Street Name and Owner will be provided to
minimize data entry

Client Obligations:

» Boxing of documents

° Provide Manifest of documents or folders

« Preparation of documents as described below
« Provide a Point of Contact for the Project

Proposed Workflow:

in order to begin the Document Conversion Process, the customer will need to prepare the files to be
sent out to the Inception Technologies as follows:

Prior to transferring the files to Inception Technologies, it is strongly recommended that the customer
create a manifest detailing the contents of each box. This ensures that the customer will be able to

track which documents Inception Technologieshas to facilitate expedited return of documents if
required.

inception Technologies Operations Management team will work with the customer's project team to
develop a mutually convenient pick-up and delivery schedule. Depending on the time-sensitivity of the
project and the current workload in the Inception Technologies Production Facility, multiple pick-ups
may be scheduled.

Upon receipt of the documents, Inception Technologies will log the total number of boxes in each
shipment, label each box with an ID and record Box ID (at Inception Technologies Imaging facility)
in our Production Control system. The customer can login to our Portal to check the status of a
project or schedule another pickup. Once the boxes are received at our production facility, they are

Quote #RF001345 v3 Page 4 of 10

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INCEPTION

ECHNOLOGIES INC.

logged into our Production Control System and processed as follows:

Document Preparation:

Documents must first be prepared to make them “scan ready". Inception Technologies personne! will
remove any fasteners or clips, align documents, identify and tag illegible documents, and tape ripped
documents with clear Scotch tape. Because some pages will be of various sizes Inception
Technologies staff will, where appropriate, tape smaller pages to an 8 12" x 11” piece of paper to ensure
uniformity at the scanner stations. All sticky notes and other non-standard pages will be prepared and
scanned unless they are biank, in which case they will be removed and discarded.

Document Scanning:

The documents will be scanned at 200 Dots per Inch (200 DPI). These procedures involve analyzing
the documents to be scanned to determine the correct threshold to yield the best image, scanning the
documents, creating a PDF image and utilizing Perfect Page processing software to enhance the
scanned image to assure the highest possible quality for each image.

Quality Control:

Inception Technologies personnel will review each image captured to verify image quality and data
integrity. Objectives for this review include Readability, Skew, Border removal, Multi-Page feeds, and
Document Separation. If any errors are found, Inception Technologieswill re-scan these documents,
ensuring that all pages scanned are of consistently high quality.

Docum ndexing/Verification:

Inception Technologieswill manually tag each document/folder. Customer has specified that the
documents wili need to be tagged/indexed. The indexing structure will be based on Company, Year,
and Vendor.

est:
Upon the completion of the Indexing Process, Inception Technologieswill create a series of

Image Files and upload image to an External USB Hard drive or CD/DVD's. inception could host
documents in our Doctanium Cloud Services to provide online search and retrieval of documents.

Document Di i

Upon the completion of any conversion project, Inception Technologies provides all clients with 60
days of free document storage of the original Documents. Prior to beginning any conversion project,
Inception Technologiesrequires that the customer determine the eventual disposition of the files.
Options include having the documents returned, transitioned for long-term storage, or securely
destroyed.

Pee 5 of 10
pz °

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INCEPTION “e®

ECHNOLOGIES INC y

Ail of inception Technologies employees are focused on maintaining the highest Jevel of physical and
digital security possible. We constantly review and test our physical security procedures and network
vulnerability to ensure that all documents and data are safe and highly secure. Below are the
processes and security controls we incorporate.

Security

uction Site Physical Securl
Our production facility is located in a modern, 6,000 square foot, fully alarmed building with 16
Camera’s providing full video coverage of the facility and your documents. Documents are secured
each night in a segregated area of our facility. All locks are coded and require a valid code to enter
into each area. Our security locks audit and tracks each entry into an area.

Inception Technologies Production Control System

The inception Technologies Production Contral System (PCS) individually tracks each box as they
move through the production process. All boxes of incoming documents or media are logged and a
label is printed to track each box as it moves through the imaging process.

Data Security

Inception Technolagies employs the following procedures for maximum security of our customers’
confidential information:

« Employment of Dual redundant RAID 5 server configuration

e File servers in production are located in a secure data center with limited access to select IT staff
only.

« All production servers and workstations are monitored and protected by our state-of-the-art
firewall and intrusion monitoring and reporting systems. In addition, all servers and workstations
are protected with antivirus software.

« Employee access to client data is tightly controlled at both the application level and fite access
level.

« Database information in process is password protected at both the Client and Server levels

Quote ARF
ARE

0013 5 v3!

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USA

600,000 Pages of Property Cards

Conversion Services

INCEPT

Ion

ECHNOL one Ing,

INCEPT-Prep

INCEPT-P2D

INCEPT INDEX

INCEPT. WIDEBW-
54

INCEPT-REPrep

|| [beser

Inception Technologies Document Prep Services

Document Prep Services for scanning Paper documents
including removing paperctips, staples and fasteners.
Document Prep may include inserlion of barcode or
separator sheets to identify naw documents.

Inception Technologies Document Scanning Services

Paper Document Scanning Services converting
Standard size documents to digital format. Pricing for
documents up to 11 x17 inches. Documents can be
converted to any standard Image format including Tiff,
PDF, Searchable PDF, JPG or other Format

inception Technologies Document Indexing Services

Oocument Indexing Services - tagging and indexing
documents to customer specifications and defined
fields. Customer can define as many fields as needed.
Pricing is by the keystroke or character captured,

Incaption Wide Format Scanning Services up toS4 in.
Bitonal

Document Scanning Services converting Wide Formal
or Engineering Drawings to digital format in bitonal
(black and white). Pricing for documents up to 54 inches
wide. Documents can be converted to any standard
image format including Tiff, PDF, Searchable POF, JPG
or other Format

Inception Technologies Document Re-Prap Services

Bacument Re-Prep Services for scanning Paper
documents, Documents will be reassembled into
original folders and boxes to the best of our ability. This
may include the removal of barcode or separator
shests,

$21.52

$0.032

$0.007

$0.95

$21.50

800000

1000000

1000

300°

$33, 988.00

$24,800.00

$7,000.00

$950.00

$6,450.00

The following services below are optional and can be added if desired.

incept-recstore

INCEPT-Shred

Inception Technologies Records Storage Sarvices

Record Storage services for long tarm archive of
documents in our secure facility. Price is per 1.2 cubic
feet minimum of 200 cubic feet per customer,

Inception Technologies Document Shredding Services

Inception Technologies provides Secure Document
Shredding Services with a full audit of the process and a
Certificate of Destruction. Pricing is by the pound.

$0.60

$0.15

1?

yg

$0.60

$0.15

e
INCEPTION 9°

ECHMNOLOGIES INC.

Conversion Services

inception Technologies delivery media on CO/OVD $25.00

Delivery media on CD/DVD of images captured and
processed. Price is per copy of the media.

INCEPT-DISC

INCEPT-HD inception Technologies delivery media an HO §99.00/ 1° $99.00
Delivery media on USB Hard Drive of images captured
and processed. Price is per drive

INCEPT-ENCHO Inception Technologies delivery of encrypted HD $299.00) 1° $299.00

Delivery media on USB Hard Drive of images captured
and processed. Price is per drive. Hard Drive utilizes
hardware encryption key with keypad.

Any additional project requirements identified may increase or decrease pricing based on the customer's
changes.

This is an estimate only final count will prevail.

Subtotal: $46,738.00
Hosted Services
DW CLD P2 DocuWare Cloud Professional I! $9,900.00 1 $9,900.00
DocuWare C'oud Professional ll -This package contains
+5 Named Client licenses and 50 GB storage available
for documents, One Year Subscription
covio29 Inception Relief Package for Organizations needing to ($4,200.00) 1 {$4,200.00}

Digitize

Due to the impact of the COVID 19 Virus, Inception
Technologies is offering a special discount for
customers that are trying to make that Digital
Transformation. When a customer contracts Inception
Technologies to converi analog documents to digital
files for $9,000 or more, Inception will provide a One
year cloud system as part of the package. This is a
value of $4,200 for the Base system with 3 Users, 1
Admin and 20 GB of storage

Quote HRFO01345 v3)

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INCEPTION °e

ECHNGLOGIES INC

Hosted Services

DocuWare Base System inde ao DocuWare's softwa ah es incing ie eowing.

; -e Electronic Forms — erate sit a ant ee
« Search and Retrieve Documents etait?
* Multi-faceted ‘Security for Users, Groups and Roles
e ‘Document Workflow Engine
e MS Otfice and Quick Module

Subtotal: $5,700.00

SENET ae 1S OO ES PNP Mg | eee nant. 4-o al, aot initia
* 3 c r

INCEPT-PRFSRVHR | inception Professional cance Hourly Rate $3,500.00

20 Inception Technologies Professional Services Hourly
Rate for Block of 26 Hours

Subtotal: $7,000.00

©
INCEPTION &*

ECHNOLOGIES INC.

Property Card Scanning Proposal

Prepared by: Prepared for: Quote Information:
Inception Technologies Inc. City of Nashua, NH Quote #: RFOO1345
Raymond Feoli City of Nashua, NH Central Purchasing Version: 3
603-703-0223 Department P Delivery Date: 06/18/2020
Fax 603-625-1262 Nashua, NH Expiration Date: 07/17/2020
rfeoli@inceptiontech.com Bruce Codagnone

Codagnoneb@nashuanh.gov

(603) S89-3304

Conversion Services

Hosted Services

Professional Services

Subtotal: $59,438.00

Shipping: $200.00
Totat: $59,638.00

Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors,

Signature Date

Quote #RF001345 3 Weage 10 of 10

ab