worry, there will be another one in a half hour, more or less. And there's nothing like a
sunny cold winter day in New Hampshire.
Please let me know how it goes...(and thank you for endorsing Mayor Pete)
February 12, 2020
Ms. Lori Wilshire, President
Nashua Board of Aldermen
City of Nashua, NH
Dear President Wilshire,
The Board of Library Trustees requests a Joint Convention with the Mayor and Board of
Aldermen for the purpose of placing the name of Linda LaFlamme in nomination as
Library Board Trustee for a seven-year term to expire on March 31, 2027.
Sincerely,
David Pinsonneault, Secretary
Board of Library Trustees
Nashua Public Library
cc: James Donchess, Mayor
2 Court Street | Nashua, NH 03060 [ 603.589.4600 | www.nashualibrary.org
Jim Donchess
Mayor e City of Nashua
To: Board of Aldermen
From: Mayor Jim Donchess
Date: 2/20/2020
Re: Contract Award of 2020 -2022 Cyclical Revaluation
Pursuant to NRO § 5-90 (E) which states that approval by the Finance Committee of a contract award in
excess of $1,000,000 shall be submitted to the full Board of Aldermen at its next regularly scheduled
meeting for final approval prior to award of the contract.
The Finance Committee approved and placed on file the notification of the award of the
referenced contract at their February 19, 2020 meeting. | am requesting the approval of the full
Board of Aldermen for the award of the following contract, which is over $1,000,000.
2020 -2022 Cyclical Revaluation - Included is the Purchasing Manager's Memo #20-083 regarding the
award of this contract to the Finance Committee dated February 13, 2020. The total contract value is
$1,125,000.
Pursuant to NRO § 5-74 (B), which states that a contract that extends from the current fiscal year into
succeeding fiscal year(s) in which no funds have been appropriated nor otherwise designated for this
purpose shall be approved by the full Board of Aldermen before the contract shall become binding on
the City.
The Finance Committee approved and placed on file the notification of the award of the
referenced contract at their February 19, 2020 meeting. | am requesting the approval of the full
Board of Aldermen for the award of the following contract, which is a five year contract.
2020 -2022 Cyclical Revaluation - Included is the Purchasing Manager’s Memo #20-083 regarding the
award of this contract to the Finance Committee dated February 13, 2020. This is a three (3) year
contract.
Cc
Donna Graham, Legislative Affairs Manager
229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www.NashuaNH.gov
20.
21.
if applicable, the Comptroller General of the United States, or any authorized
representative of those entities.
DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs,
negatives or other documents, data, drawings or other materials, including but not limited
to those contained in media of any sort (e.g., electronic, magnetic, digital) prepared by or
supplied to Professional Consultant in the performance of its obligations under this contract
shall be the exclusive property of the City of Nashua and all such materials shall be remitted
and delivered, at Professional Consultant's expense, by Professional Consultant to the City
of Nashua upon completion, termination, or cancellation of this contract. Alternatively, if
the City of Nashua provides its written approval to Professional Consultant, any books,
reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Professional Consultant in the performance
of its obligations under this contract must be retained by Professional Consultant for a
minimum of four years after final payment is made and all other pending matters are closed.
If, at any time during the retention period, the City of Nashua, in writing, requests any or
all of the materials, then Professional Consultant shall promptly remit and deliver the
materials, at Professional Consultant's expense, to the City of Nashua. Professional
Consultant shall not use, willingly allow or cause to have such materials used for any
purpose other than the performance of Professional Consultant's obligations under this
contract without the prior written consent of the City of Nashua.
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Consultant expressly
agrees that all documents ever submitted, filed, or deposited with the City of Nashua by
Professional Consultant (including those remitted to the City of Nashua by Professional
Consultant pursuant to paragraph 20), unless designated as confidential by a specific statue
of the State of New Hampshire, shall be treated as public records and shall be available for
inspection and copying by any person, or any governmental entity.
No books, reports, studies, photographs, negatives or other documents, data, drawings or
other materials including but not limited to those contained in media of any sort (e.g.,
electronic, magnetic, digital) prepared by or supplied to Professional Consultant in the
performance of its obligations under this contract shall be the subject of any application for
a copyright or patent by or on behalf of Professional Consultant. The City of Nashua shall
have the right to reproduce any such materials.
Professional Consultant expressly and indefinitely waives all of its rights to bring,
including but not limited to, by way of complaint, interpleader, intervention, or any third
party practice, any claims, demands, suits, actions, judgments, or executions, for damages
or any other relief, in any administrative or judicial forum, against the City of Nashua or
any of its officers or employees, in either their official or individual capacity of the City of
Nashua, for violations of or infringement of the copyright or patent laws of the United
States or of any other nation. Professional Consultant agrees to indemnify, to defend, and
to hold harmless the City of Nashua, its representatives, and employees from any claim or
action seeking to impose liability, costs, and attorney fees incurred as a result of or in
connection with any claim, whether rightful or otherwise, that any material prepared by or
supplied to Professional Consultant infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Consultant infringes any
patent.
GC 10 of 13
MY
(@e2\ THE CITY OF NASHUA
ee
Administrative Services
Purchasing Department
"The Gate City"
February 13, 2020
Memo #20-083
TO: MAYOR DONCHESS
FINANCE COMMITTEE
SUBJECT: 2020-22 CYCLICAL REVALUATION CONTRACT (VALUE: $1,125,000)
DEPARTMENT: 132 ASSESSING; FUND: BOND
Please see the attached communication from Kim Kleiner, Director of Administrative Services, to Mayor
Donchess, dated February 13, 2020 for information related to this purchase.
Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be
purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.
The Director of Administrative Services and the Purchasing Department recommend the award of this
contract to Vision Government Solutions of Hudson, MA in the amount of $1,125,000.
Respectfully, .
Dan Kooken
Purchasing Manager
Ce: K. Kleiner J. Graziano
Jim Donchess
Mayor e City of Nashua
To: Board of Aldermen
From: Jim Donchess
Date: 2/18/20
Re: Contract Award with Conway Technology Group for Copier Purchase and Maintenance Agreements and
with US Bank for the lease of this equipment.
Pursuant to NRO § 5-74 (B}, which states that a contract that extends from the current fiscal year into
succeeding fiscal year(s) in which no funds have been appropriated nor otherwise designated for this
purpose shall be approved by the full Board of Aldermen before the contract shall become binding on the
City.
These contracts are each under the $25,000 threshold so they were not sent to the Finance Committee for
approval. A copy of the Sales Agreement, Maintenance Agreement and the Lease Agreement are included
and details the specifics of the purchase. | am requesting approval of the full Board of Aldermen for the
award of the following contract:
Contract Award with Conway Technology Group and US Bank. These are five (5) year contracts.
229 Main Street + PO Box 2019 + Nashua, New Hampshire 03061-2019
603.589.3260 + fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www.NashuaNH.gov
SALES ORDER
¥2019.004.15624
iDelivery Date: February 2020 |
AXerox Company
BILL TO SHIP TO
Of Nashua - CO257:100912 : Of Nashua - CO257:100912
DUNS # 026059233 Contact: Dan McMullen - Mgr. 1.7. Services
Address: St
2 : Accounts ress 2: Print
: NH 03060 P:
Phone / Fax 603-589-3183 Phone / Fax
P.O. #
Mo,
C9065XLS Xerox Color PrimeLink C9065 included
18100 EF] Mount Kit Included
V80BRBOOK/BRBMFIN - Business Ready Finisher w/
097804618 {Booklet Maker included
097804610 ertical T. Included
ENTRYEF| - Xerox® EX-c C9065/C9070 Print Server Fiery
Level DFE included
60 Month Fair-Market Value Lease 399.98
a onetime Doc Fee of -
cert, insurance
Count: Sub Total] $
Customer Trade-In Competitive Buyout Lease Trade-In & Installation
Return Old Unit to U.S.B.
Network Connectivity
TRADED IN: Customer Trade-In Competitive Buyout Lease Trade-In
Serial TOT
Lease #:
DUE OVER TERM
ACCEPTED BY CONWAY TECHNOLOGY GROUP, LLC, CUSTOMER SIGNATURE
: Steven Date: " x Date:
A SIGNER
Title: M.A.G.E.H. Name : James W, Donchess Title:
Nashua 10 Capitol St, Nashua, NH 03063 603-889-1665
Waitham 404 Wyman St, Waltham, MA 02451 603-889-1665
IMPORTANT: TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE OF THIS FORM ARE INCORPORATED HEREIN BY REFERENCE
Terms and Conditions
1. Definitions. The first page of this Sales Order/Service Agreement is called the Cover Page. The Cover Page and these Terms and Conditions, along with a listing of
additional products on Schedule A (if attached}, represent the agreement {the “Agreement’) between Conway Technology Group, LLC (‘Company’) and the Customer,
with respect fo ihe acquisition of those Products identified on the Cover Page and/or Schedule A. “Products” shall mean the equipment ("Equipment") and any software
Throughout this Agreement the words "We," "Our," and Us" refer to Company. The words "You" and "Your" refer fo the Customer indicated on the reverse.
2. Scope. This Agreement may be executed for:
a) A SALE of Products. lia SALE, Company hereby offers to sell and Customer hereby agrees to purchase those Products in the quantity and for the price
indicated on the Cover Page (and/or Schedule A}. Payment terms are Cash on Delivery (‘COD’). Alternatively, if Customer has a verifiable credit account in good
standing with Company, Customer may elect fo be invoiced for the Products; or
b) A LEASE of Products. If a LEASE, Customer will execute a separate lease agreement which will fund the purchase of the Products in the quantity indicated on
the Cover Page for the benefit of Customer. Upon execution of a lease agreement, the Customer shall be responsible to lessor to satisfy the terms and conditions of the
lease. If, however, a lease agreement cannot be executed within 15 days of Customer's execution of this Agreement, Customer must immediately pay cash for the
Products or return the Products to Company in Like New condition.
3, Delivery and Installation. Unless specified otherwise on the Cover Page, the Company shall deliver and install the Products at the location specified by Customer on
the Cover Page unless: (1) Customer has not made available at that address a suitable place of installation as specified by the Company; or (2) Customer has not made
available suitable electrical service in accordance with the Underwriter's Lab (“UL”) requirements. Ail risk of loss will iransfer to the Customer upon delivery,
4. Taxes. Uniess specifically set forth on the Cover Page where indicated, payments are exclusive of all state and local sales, use, excise, privilege and similar taxes.
You will pay when due, either directly or to Us upon demand, all faxes, fines and penalties relating to this Agreement that are now or in the future assessed or levied.
5. Limited License to Use Software. Company grants (and is hereby authorized by its licensor’s to grant) you a non-exclusive, non-fransferable license to use in the
U.S.: (a) software and accompanying documentation (“Base Software’) only with the Equipment with which it was delivered; and (b} Software that is set forth as a
separate line item in this Agreement ("Application Software’) {including its accompanying documentation), as applicable, for as long as you are current in the payment of
all applicable software license fees. "Base Software" and "Application Software" are referred to collectively as "Licensed Software". You have no other rights and may
not: (1} distribute, copy, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (2} activate Licensed Software delivered with the Equipment in
an inactivated state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Licensed Software will reside solely with Company and/or its
licensors ¢who will be considered third-party beneficiaries of this Section). Licensed Software may contain code capable of automatically disabling the Equipment.
Disabling code may be activated if: (x) Company is denied access to periodically reset such code; (y} you are nolified of a default under this Agreement; or (z) your
license is terminated or expires, The Base Software license will terminate: (i) if you no Jonger use or possess the Equipment; or (ii} upon the expiration or termination of
any applicable lease which accompanies this Agreement, unless you have exercised your option to purchase the Equipment, Neither Company nor its licensors warrant
that Licensed Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to Licensed
Software/documentation accompanied by a clickwrap or shrink-wrap license agreement or otherwise made subject to a separate license agreement.
6. Warranty. You acknowledge that the Products covered by this Agreement was selected by You based upon Your own judgment. COMPANY MAKES NG
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-
INFRINGEMENT; IMPLIED WARRANTIES OF MERCHANTABILITY; OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND
UNRESERVEDLY EXCLUDED,
7. Limitation of Liability, In no event, shall Company be liable for any indirect, special, incidental, consequential damages, loss of profits, or punitive damages whether
based in contract, tort, or any other legal theory and irrespective of whether Company has notice of the possibility of such damages.
8, Default: Remedies. Any of the following events or conditions shail constitute an Event of Default under this Agreement: (a) failure fo make payment when due of any
indebtedness to Company or for the Products, whether or not arising under this Agreement, without notice or demand by Company; (b) breach by You of any obligation
herein; or (c) if You cease doing business as a going concern. If You default, Company may: (1) require You to immediately pay any remaining unpaid balance of the
Agreement, (2) terminate any and all agreements with You, and/or (3) pursue any other remedy permitted at law or in equity. You agree that any delay or failure of
Company to enforce its rights under this Agreement does not prevent Company from enforcing any such right at a later ime. All of Company's rights and remedies
survive the termination of this Agreement.
9, indemnification, You are responsible jor and agree to indemnify and hold Us harmless from, any and all (a) losses, damages, penalties, claims, suils and actions
(collectively, “Ciaims”), whether based on a theory of contract, tort, strict liability of otherwise caused by or related to Your use or possession of the Products, and (b) all
cosis and attorneys’ fees incurred by Us relating to such claim.
10. Electronic Execution, An electronically transmitted version of this Agreement may be considered the original and You will not have the right to challenge in court the
authenticity or binding effect of any faxed or scanned copy or signature thereon.
11. Miscellaneous. (a) Choice of Law. This Agreement shall be governed by the laws of the state of New Hampshire (without regard to the conflict of laws or principles
of such states); (b} Jury Trial. YOU EXPRESSLY WAIVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT; {c) Entire
Agreement. This Agreement constitutes the entire agreement between the parties with regards fo the subject matter herein and supersedes all prior agreements,
proposals or negotiations, whether oral or written; (dc) Enforceabitity. if any provision of this Agreement Is unenforceable, illegal or invalid, the remaining provisions will
remain in full force anc effect; (e) Amendments, This Agreement may not be amended or modified except by a wriling signed by the parties; provided You agree that we
are authorized, without notice to You, fo supply missing information or correct obvious errors provided that such change does not materially alter Your obligations; (f)
Force Majeure. Company shall not be responsibie for delays or inability to provide Products or Services caused directly or indirectly by strikes, accidents, climate
conditions, parts availability, unsafe travel conditions, or other reasons beyond our control; {g) Company has the right to modify/correct any clerical errors.
AU ges ea Be ae
al OL EAE ES MAINTENANCE AGREEMENT
A xerox Company Delivery Date: February 2020
OF Nashua - CO257:400942
McMullen - Mgr, 1.7, Services
2020
wv | Cres No February 2025
Xerox Color PrimeLink C9065 $0.00500 Quarterty
$0.05000 Quarterly
Rates Fixed for 3 years »-->
Then Max, increase of 5% per Annum
Maint. & Includes Maint. Fax/Printer
Toner 6. Parts Parts
Developer = 7, Labor Labor 7. Does not include: Labor
Drums 8. Does not include: Filters Paper, fabals, staples or Prevent. Maint. (no suppliss)
Filters paper, labols, staples or Fuser Oi transparencies, drums, toner Doss not include:
Parts Webs and labals,
Upgrade i yes T NO
Remove Current Equipment YES Iwo
Change Current Contract 7 yeg TNO
Machine ID#: CW-238. Ending Meter.
Advanced Networking Maintenance
Single MFP per year We have opted out of this program.
Muitiple MFPs per year We have opted out of this program.
a WebEx remote PC connection.
BY CONWA
Steven
Name W. Donchess
Customer Te to
iMPORTANT: TERMS SET FORTH ON THE FORM ARE INCORPORATED
Service Terms and Conditions
1. Definitions. The first page of this Sales Order/Service Agreement is called the Cover Page. The Cover Page and these Terms and Conditions, along witha listing of additional products on Schedule A (if attaches),
represent the agreement (the “Agreement"} between Conway Technology Group, LLC (*Company’} and the Customer, with respect to she acquisition of those Products identified on the Cover Page andlor Schedute A
and the service for such Products, "Products" shall mean the equipment (‘Equipment’) and any Software Licenses. "Service" shall mean the service as set forth in paragraph 4 below. Throughout this Agreement the
words “Wa,” "Our," and Us" ceferto Company. The words *You" and “Your refer to the Customer indicated on the reverse.
2, Seevices. This Agreement covers both the fabor and matasials for adjustments, repairs, and replacement of pars necessitated by nonnal use of the Equipmentisted on the face of this Agreement (‘Services’).
Services do not include the following: {a} repairs due 40 (i) misuse, neglect, or abuse {including, without Jmitation, improper voltage or use of supplies thal do not conform to the manufacturers! specifications), fil) use of
aptions, accessories, products, supplies not provided by Company; (ii) aon-Campany alterations, talacation, or service; and/or (iv) loss or damage resulting from accidents, fire, water, or theft: {b) maintenance
requested outside Company's normal business hours or this Agreement, (c) relocation, {6} sofware or connected hardware, {e) hard drive replacement, {f} Thermal heads, process units, and fuser units for Facsimile
Machines, (g) Thermal Heads and MICR Toner for Laser Printers, and parts and labor for all non-lager printers, and/cr {h} parts for Scanners. Replacementparts tay be new, reprocessed, cr recovered. Supplies
provided by Cempany are in accordance with the copy volumes set forth on the face of this Agreement and within the manufacturer's stated yields, and do notinclude Staples. Supplies are to be used exclusively for
the Equiment and remain Company property until consumed, You will retum, or allow Company to retrieve, any uaused supplies al the tenmination/expiration of this Agreement. You are responsible for the cost of
excess supplies. You authorize Equipment to be connected to autamatic meter reading software andor device or, if we olherwise request, You will provide us with accurate meter readings for each item of Equipment
when and by such means as we raquest. If You do not permit the Company {o use automatic meter reading software and/or davicas, Company may charga a monthly fee for manually performing meter reads. If You
do not provide meter reads as required, Company may estimate the feading and bal accordingly. Youshall provide adequate space and electrical service for the operation of the Equipment in accordance with UL
and/or manufacturer's specifications. Supplies will be shipped via UPS Ground, Unless olherwise stated herein, Customer wil be billed for shipping, including, but not limited to, UPS Ground, Overnight, and/or
Messenger Service. Acditicnal fees may be charged for Services provided outside Company's standard business hours or for computer/natwork issues and will be at Company hourly rates in effect at the time of
Services. if, at any time curing tha Term of this Agreement, Customer upgrades, modifies, cr adds equipment, Customer shall promptly notify Company and provida Company right of first zefusal to provide Services
for added equipment. Company maintains the ight to inspect any upgrades and modifications to Equipment andor additional equipment and, in ils sole discretion, determine whether equipment is eligible for Services.
[fapproved for Services, the Agreement will be amended to include such changes, including pricing modifications. Unless otherwise agreed to in writing, Customer remains solely responsible to secure any sensitive
data and permanently delete such data from the interial media storage prior to removal of Equipment or termination of this Agreement.
3. Termand Payment. Exceptas may otherwise be provided forherein, this Agreement in non-cancelable and shall remain in effect throughout ha Term; and, unless notified in writing sixty (60) days prior to its
expiralion, this Agreament shall automatically renew for additional one (1) year periads. In the event {he fees herein are included in Your lease payment, the Tarm shall run concurrently with the lease agreement and
ba subject to the renewal provisions provided for therein. The meler count at installation or, in the case of owned printers, af assessment, will be used for meter/overages calculations. You agree to pay Company all
amounts due in accordance with the payment terms set forth on ihe face of this Agreement or in accordance wilh the applicable lease agreement, and all other sums when due and payable. Any Minimum Monthly
Payment entites You to Services for a specific number and typa (i.e. black & white, color, scan) of Prints/Copies as identified on the face of this Agreement and will ba billed in advance. in addifion, You agree to pay
the Overage Rate for each PrintfCopy that exceeds the applicable number and typa of Prints/Copies provided in he Minimum Monthly Payment which amount shal! be billed in eears and is payable as indicated on
the face of this Agreement. A Print/Copy is defined as standard 8,5°x41" copy {larger size copies may regisler two meter clicks). No credit will be applied towards unused copies/prints. Your cbligation to pay all sums
when due shail be absolute and unconditional and és not subject {o any abalement, offsel, dafense or counterclaim. If any payment is not paid within 10 days of ifs due date, You wil pay a late charge not to exceed 7%
of each late payment (or such lesser rate as is the maximum allowable by law). Company has the right fo withhold Services and supplies, without recourse, for any non-payment. Untess otherwise stated on the face of
this Agreement, Company may increase the rates hereunder cn an annual basis. Company retains the right to have all or soma of the amounts due hereunder billed and/or collected by third parties. If Customer
fequires any specialized biling procedure or invoicing, Company reserves the right to bill an administrative fee not to exceed $100 per invoice.
4, Taxes, Payments are exclusive of alf state and local sales, use, excise, privilege and similar taxes. You will pay when due, either diractly or to Us upon demand, all taxes, fines and panaliias relating to this
Agreement that are now or in the future assessed or Invied,
5. i Company grants (and # hereby authorized by its licensors to grant) you @ non-exclusive, non-transferable license to use in tha U.S.: (a) software and accompanying
cocumentation ("Base Sofware’) only with the Equipment with which it was delivered; and (b) Software that is set forth as a separate [ine item in this Agreement (“Application Sofware’) (including its accompanying
documentation), as applicable, for as long as you are current in the paymentof all applicable software license fees. "Base Software" and “Application Software” are referred to collectively as "Licensed Software’. You
have no other rights and may not: (1) distribute, copy, modify, create derivatives of, dacompile, of reverse engineer Licensed Software: (2) activate Licensed Software delivered with the Equipment in an inactivated
state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Licensed Software will reside solely with Company and/or its licensors fwhe will be considered {hird-party baneficiaries of this
Section). Licensed Software may contain coda capable of automatically disabling tha Equipment. Disabling code may be activated if: (x) Company is denied access to periodically reset such cade; {y) you are notified of
a defau't under this Agreement; o (2) your ficanss is terminated or expires. The Base Software license will terminate: (i) if you no longer use oF possess the Equipment; or (i) upon the expiration or termination of this
Agrasment, unless you have exercised your option to purchase the Equipment. Neither Company nor its licensors warrant that Licensed Software will be tree (ror errors or that its operation will be uninterrupted. The
foregoing terms da not apply te Diagnostic Software or to Licensed Software/documentation accompanied by a clickwrap or shrink-wrap licanse agreement or otherwise made subject te a separate llsenge agreement.
6. Diagnosite Software. Software used to evaluate or maintain the Equipment ("Diagnostic Software") may be included with te Equipment. Diagnostic Saftwara is a valuable trade secrataf Company, or ils
Licensors, Title to Diagnostic Software will remain with Company or its licensors. If so included, Company does not grant Customer any right to use Diagnostic Software unless authorization is specifically provided in
writing, and Customer will not access, usa, reproduce, distribute or disclose Diagnostic Software for any purpose {or allow third parties 19 do so) unless so authorized. Customer will allow Company reasonable access
to the Equipmentto remove of disable Diagnostic Software if Customer is no longer receiving Service from Company.
iL re Except for Products and/or Third-Party Products icentifiad as "No Svc,", Company (or a designated servicer) will provide the software supporl sat farth below or in accordance with an attached
statement of work ('Software Support’). For Base Scffware for Equipment, Software Support wil! be provided during the inifial Term and any renewal period but in no event longer than § yaars after Company stops
taking customer orders for the subject model of Equipment. For Application Software, Software Supporl will be provided as long as you are current in the payment of all applicable software license and support feos.
Company wil maintain a web-based or toll-free hotline during Company's standard working hours to report Licensed Sofiwara problems and answer Licensed Sothvare-related questions. Company, eilher directly or
with its vendors, wil make seasonable efforts to: (a) assure that Licensed Software performs in material conformity with its user documentation; (b) pravida available workarounds or patches to resolve Licensed
Software performance problems; and (¢) resolve coding errors for {i} the current Release and (i) the previous Release for a period of 6 manths afler the current Release is made avaiabla to you. Company will not be
required to provide Software Support if you hava modified the Ucensed Software. New releases of Licensed Software that primarily incorporate compliance updates and coding armor fixes are designated as
“Maintenance Releases” or "Updates", Maintenance Releases or Updates that Company may make availabte wil be provided at no charge and must be impemented within se months. New releases of Licensed
Software that include new content or functionality ("Feature Releases’) will be subject to additional license fees at then-current pricing, Maintenance Releases, Updates and Featura Releases are collectivaly referred to
as "Releases", Each Release will be considered Licensed Software gavemed by the Software License and Licensed Software Support provisions of this Agreement (unless olheswise noted), implementation of a
Release may requira you fo procura, at your expense, additional hardware and/or software from Company of another entity. Upon installation of a Release, you will satum or cestoy all poor Releases. For Third Party
Software identifiad as "No Svc.", you shall enter into a support agreement with a Thitd-Party Sofiware vendor or its support services provider, who shall be solely responsible for the quality, timeliness and otheriems
and conditions of such support services, Company shall have ao liability for the acts or amissions of such thire-party support services provider.
8. Warranty. You acknowledge that tie Products cavered Dy this Agreement was selected by You based upon Your own judgment. GOMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT; IMPLIED WARRANTIES OF MERCHANTABILITY; GR FITNESS FOR. A PARTICULAR
PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND UNRESERVEDLY EXCLUDED.
9. Limitation of Liability. Inne event, shall Company be liable for any indirect, special, incidental, consequential damages, logs of profits, or punitive damages whether based in contract, tort, or any other legal theory
and irrespective of whether Company has notice of the possibility of such damages.
10. Default: Remedies. Any of the following events or conditions shali constitute an Event of Default under this Agreement: (a) failure to make payment when dua of any indebtecness lo Company or for the Products,
whather of not arising under this Agreement, without natice or demand by Gompany; (b} breach by You of any obligation herein; or {c} if You cease doing business as a going concem. If You default, Company may:
(1} require future Services, including supplies, be paid for in advance, (2) require You to immediately pay the amount of the remaining unpaid balance of the Agreement, (3) terminate any and alf agreements wilh
You, andlor (4) pursue any other remedy permitied at law or in equity. In ihe Event of Default, remaining payment amounts dua will be caleulated using the average of the Jast six manths' billing or the amount set forth:
on the face of the Agreement, whichever is greater, muléplied by dhe remaining months of the Agreement. ‘You agree that any delay or failure of Company to enforce its rights under this Agreement does not prevent
Company from enforcing any such right at a later ime. All of Company's rights and remedies survive the termination of this Agreement. in the event of a dispute arising out of this Agraement or the Products listed
herein, should it prevail, Company shall be entitled to collection of its reasonabla costs and attomeys' fees incurred in defending or enforcing this Agreement, whether or not litigation is commenced.
11. Assignment, You may nof sel, transfer, or assign this Agreement wilhout the prior written consentof Company. Company may sell, assign or transfer this Agreement.
12. Notices, Ail noticas required or permilted under this Agreement shall be by overnight courier or by registered mail to such party al dhe address set forth in this Agreement, or at such olher address as such party
may designate in writing from time to time. Any notice from Company to You shall be effective three days after it has been deposited in the maif, duly adcressed, or one day if sent via overnight courier,
13. Indemnification. You are responsible for and agree te indemnify and hold Us harmless from, any and all (a) losses, damages, penalties, claims, suils and actions (collectively, Claims"), whether based on a
theary of contract, tort, sivict ability of otherwise caused by or related to Your use or possession of the Products, and (b} all costs and attorneys’ fees incurred by Us refating 19 such claim.
14. Electronic Execution. An electronically transmitted version of this Agreement may be considared the original and You will not have the right 1o challenge in courl the authenticity or binding effect of any faxed or
scanned copy or signature thereon, This Agreement may ba signed in counterparts and all counterparts will be considered and constiiute the same Agraement.
15, Miscellaneous, {a) Choice of Law. This Agreement shall be governed by the laws of the state of New Hampshire (without regard to the conflict of laws or principtes of such states); (b) Jury Tal. YOU
EXPRESSLY WAIVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT; (c) Entire Agreement. This Agreement constitutes the entire agreement betwean the parties with
regards to the subject mater herein anc supersedes all prior agreements, proposais or negotations, whether oral or written; (d} Enforceability. If any provision of this Agreementis unenforceable, ilegal or invalid, the
seamaining provisions will remain in full force and effect; (e) Amendments. This Agreement may not be amended or modified except by a writing signed by the parties; provided You agree thatwe are authorized,
wilhout notice to You, lo supply missing information or correct obvious errors provided that such change does not materially alter Your obligations; (f) Force Majeure. Company shall not be responsible for delays or
inability to provide Products or Services caused directly or indiractly by strikes, accidents, climate conditions, parts availability, unsafe travel conditions, or other reasons beyond our control; (g} Company has the sight
fo modity/conectany clerical errors.
