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PO Box 6240

For billing inquiries dial 603-673-7155

Amherst, NH 03031

Owner Name:

Nashua, City of

Attn: Accounts Payable/Ann Surwell

229 Main Street
Nashua, NH 03060

Bruce Codagonone

Bill to

No: 9495

Date: 9/11/2018
Due Date: 9/11/2018
Page: 1

PO Number:
Terms: 50% /50%

Nashua, City of

Attn: Accounts Payable/Ann Surwell

229 Main Street

Nashua

Bruce Codagonone

03060

433

270

233

275

434

275

480

ClerkWorks Dogs-Nashua
ClerkWorks User License
ClerkWorks DOG Support
ClerkWorks Installation
ClerkWorks Training

Clerk Works Dog Data Conv

Advantage Sales

Nashua

10/18/2018 10/17/2019
10/18/2018 10/17/2019
Nashua Dog licensing
6 users 12 hours
Nashua

Nashua 10 user

Special Instructions

The Advantage Database server for 10 users provided at no charge to the City.

50% due with signed contract ($5,587.50)

50% due upon installation ($5,587.50)

1.00

9.00

1.00

1.00

1.00

1.00

1.00

4,500.00
295.00
1,250.00
600.00
1,370.00
800.00

0.00

Sub Total

Balance Due

4,500.00
2,655.00
1,250.00
600.00
1,370.00
800.00

0.00

$11,175.00

$11,175.00

Table of Contents

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Page 2 of 24

Professional Service Agreement

This Agreement (the “Agreernent’) dated as of this day of September 2018 (ine “Effective Date’) is made
and entered into by and between Intenware Development Company, inc,™ (hereinafter referred to ag “IDC") a
corporation with an address at 199 Route 101; Building 7A; POB 6240 Amherst, NH 03031. and The City of
Nashua located at 229 Main Street, Nashua, NH 03060 (hereinafter referred to as “Client’).

The maximum number of users under this contract shall be 10. Additional user ficanses may be purchased at any.
time at the then prevailing License fee plus a pro-rated amount for annual user license support. [DC hereby grants
to Client the rights to use of the CLERK WORKS® software as defined, on either a single computer or in the case
of a Network insiallation, on@ single server.

SCOPE OF SERVICE

IDC will provide professional services ordered by the Client under the terms and condilians of this Agreement and

as more fully described in the Professional Services Proposal (the “Proposal’) attached hereto as Appendix A,
and made a part hereof. Scheduled service dates will be agreed-upon mutually, subject to the availability of
appropriate IDC personnel. Client shall be responsible for providing, if required, at no cost to (DC, facilities such
as office work space and computer access necessary for IDC personnel to perforrn their tasks.

CHANGE ORDERS

In addition IDC will provide the services described on any charige orders, in the form set forth in appendix C
(‘Change Orders’), prepared by IDC and approved by Client from time to time, Each Change Order will be subject
to the terms and conditions of this Agreement and will identify the project name, description of work, estirnated
duration and estimated cosi to cornplete the task. Client, upon iis acceptance, shall execute the Change. Order
and return one copy to IDC.

ACCEPTANCE

Upon completion of the installation of CLERKWORKS®@ the Client will be presented with an Acceptance Form for
their signature prior to the installation technician departure from the Client's site. Deficiencies may be documenied
at this time or at any later time and will be corrected within a reasonable time not exceeding thirty (30) days ina
subsequent release.

PERSONNEL

Persorinal assigned to perform work under this Agreement shall not in-any sense be considered employees of
Client nor act in any sense as agents or representatives of Client. Personnel assigned to perform work under this
Agreement shall be paid exclusively by IDC for all services performed and IDC shall be responsible for and comply
with all requirernents and obligations relating to such persorinel under local, state, and federal law. Client has no
responsibility for withholding any porlidn.of salary or wages due IDC personnel to comply with any aforementioned
laws,

Page 3 of 24

5. CHARGES

All charges for services provided by IDC related to this Agreement other than charges for Change Orders, which
are set forth in Appandix C are shown in the Fee Schedule attached hereto as Appendix A (the “Professional
Services Proposal’). Any changes to the Fee Schedule must be in writing and mutually approved by IDC and
Client.

6. GENERAL TERMS AND CONDITIONS

8.14 Billing Terms - Billings will be rendered based on a Schedule af Payment shown in Appendix A. Client promises:
to pay IDC all properly invoiced amounts on the due. date specified. Other section of this. Agreement
notwithstanding, IDG reserves the right-to discontinue services to Client in the event of nonpayment for services on
the part of Client. Further, IOC reserves the right to assess on all past due amounts a late payment fee of one and:
one-half pércent (1-1/2%) per month. Client agrees to reimburse |DC for reasonable collection expenses on
delinquent accounts:

6.2 Applicable Charges ~ Client. agrees ‘to pay IDC: (i) the charges specified in Appendix A; (ii) Charges for all
Change Orders in Appendix C:; (iil) fees for all telecommunications services (e.g, telephone and facsimile) required
for the provision of ‘the services. hereunder, including telephone calls to and from [DC and other calls. in
furtherance of the services provided hereunder.

6.3 Termination + Upon a 30 day written notice either party can terminate this agreement. This would be a complete
termination, allowing Client to contract with. whomever it chooses to provide similar services without possibility of
reprisal from IDC.

6.4 Disclaimer - 1OC warrants that CLERKWORKS®@ will perform substantially in accordance with the written material.
IDG: makes no other warranty: of any kind related to the products or.services provided, hereunder, express or
implied, including without iimitations warranties of merchantability or fitness for a particular purpose. IDC will
provide services under this Agreement in a professional manner consistent with industry standards,

6.5 Limitation of Liability - [DC's entire liability for damages for any cause. whatsoever, and regardless of the form of
action, shall be limited to the amounts paid by Client's to IDC under Section 6.2.

In no event shall IDC, its officers, agents and or employees, be liable under or in connection with this Agreement
under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, special, incidental
or consequential damages.

6.6 Confidentiality - DC will treat as confidential: information so designated in writing by the Client, (the “Confidential
Information’) and will make the same effort to safeguard such information as it does in protecting its own
proprietary data. This provisions shall not apply to any Confidential Information which (a) is a ready known to IDC
when received, (b) is or becomes publicly known through publication or otherwise and through no wrongful act of
IDG, (c) is received from a third party without similar restriction and without breach of this Agreement, (d) is
disclosed by third party without similar restriction. Client. will treat as confidential, information so designated in
writing by the IDC, (the “Confidential Information’) and will make the same effort to safeguard such information as
it does in protecting its own. proprietary data. This provision shall not apply te any Confidential Information which
(a) is already known to Client when received, (b) is or becomes publicly known through publication or otherwise
and through no wrongful act of Client, (c) is received from a third party without similar restriction and without
breach of this Agreement, (d) is disclosed by third party without similar restriction.

Page 4 of 24

6.7 Ownership - IDC shall retain: all rights in all materials developed by IDC and any inventions, creations and
improvements whether or not patentable or copyrightable, conceived or made in connection with the performance
of its obligations hereunder, even if modifications or enhancements are paid for by the Client: Any and all software
or other intellectual property required to be delivered to Client hereunder shall be subject to IDC Standard License
Agreement a copy of which is attached hereto. as Appendix D

6.8 Non-Solicitation - Client agrees not to knowingly solicit for employment, without the prior written consent of IDC
management, any employee or agent of the other party who performs work during the term of this Agreement and
for until two (2) years after said person has ceased performing any such work.

6.9 Assignment - This Agreement shall bind and inure to the benefit of the permitted successors and assigns of the
parties. IDC reserves the right te assign and/or subcontract services to qualified agents at 1DC's sole discretion.

6.10 Waiver - The failure of either party to. exercise any of lis rights or to enforce any of the provisions of ‘this
Agreement on any occasion shall not be a waiver of such right or provision, nor affect the right of such party
thereafter to-enforce each and every provision of this Agreement.

§.11 Headings ~ The headings in this Agreement are for purposes of reference only and shall not limit or affect any of
fhe terms hereof.

6.12 Statute of Limitations - No action, regardless of form, may be brought by either party more than two (2) years
after the cause of action has accrued, or in the case of any action for nonpayment, more than. two (2) years from
the date the last payrnent was due.

6.43 Relationship - Nothing contained in this Agreement shall be construed to imply a partnership, joint venture or
principal and agent. relationship between IDC and Cliént and neither party shall have any right, power or authority
to create any obligation, express or implied, on behalf of the other party.

6.14 Severability ~ if any provisions of this Agreement are invalid under any applicable statute or rule of law, then the
affected provision shall be curtailed and limited only to the extent necessary to bring said provision within legal
requirements and this Agreement as so modified shall continue in full-force and effect.

6.18 Notices - Any notices required or permitted to be made or given to either party hereto will be sufficiently made or
given on the date of mailing, via certified mail or overnight carrier, if sent to such party addressed to it at its
address set forth below, or to such other address as it shall designate by written notice fo the other party:

IDC: Intenwaré. Development Company, inc.
199 Route 101; Building 7A; POB 6240.
Amherst, NH 04031 Street
Atin: President

Client The City of Nashua.
229 Main Street
Nashua, NH 03060.
Patricia Piecuch, Clty Clerk

6.16 Hold Harmless - Each party (as. "Indernnitor’) shall hold harmless and indemnify the other party (as
“Indemnitee") from all damages to the other parly's tangible property and from all claims and liability for personal

Page & of 24

injuries, including death, to the extent caused by the negligence. or willful misconduct of their respective agents,
employees, or representatives. Indemnitee shall promptly ‘notify indernitor in writing of any such claim and shall
give indemnitor the right to defend and settle any such claim using counsel of Indemnitor's choice. In no event
shall an indernnitot hereunder be liable for any amounts payable in-settlement of any such claim. without such
indemnitor’s prior written consent. This Hold Harmless shall include all costs and expenses, including reasonable
attorneys’ fees.

Client shall hold JDC harmless and indemnify 1OC against any and all data losses or corruption, which may occur
during the operation of the soflware whether direct, indirect or consequential. it shall be the Client responsibility to
ensure adequale backups of data and o programs are Made as a safeguard. IDC shall provide assistance to Client
in the event of data loss or corruption ,

IDC agrees to defend, indemnify and hold harmless the Client from any and all debts, claims, causes of action,
demands and liability arising out of, o¢curring during the term of this agreement, and occasioned directly by the
IDC error of omission, negligence or fault, including any claim that is based on the assertion that the "Buyers" use
of the software products under this Agreement constitutes an infringement of any United States patent, copyright,
trade secret, trademark, or other property rights. In the event that the software products are ultimately held to. be
infringing by a court of competent jurisdiction, or at any time its use by the Client is enjoined, the JOC shail, at its

election: 1.) procure for the Client the right to continue to use the software products: or 2.) modify or replace ine
software products so that they become non-infringing or create some form of Immunity for the Client,

IDG-will at its own expense maintain and keep in force all insurance réquired by law for its ernployees, including
any-employees of subcontractor employed by the IDC, including disability, workers compensation meeting all
requirements of the state in which software is installed, unemployment and publi¢ liability insurance at least as
hereinafter set forth so as to protect it and the Client from claims for personal injury and property damage for the
entire pendency of the project.

& AT injunctive Relief Client acknowledges that the breach of any of its obii igations under Section 6.6 may be fi likely te
cause or threaten irreparable harm to IDC and, accordingly, Client agrees that in such event. 1OC shall be entitled
to equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive
relief.

6.18 Appendices - The following attached appendices shall by this referance become an integral part of this
Agreement.

Appendix A = Professional Services Proposal
Appendiz 8 - Professional Services Detail -
Appendix C - Change Orders

Appendix D - License Agreement

Appendix E = Maintenance and Support Agreement

6.19 Force Majeure - Neither party shall be liable for any delay in or failure of performance due to any eatise or
condition beyond its reasonable control, whether foreseeable or not.

6.20 Entire Agreement - This Agreement and any attached appendices constitute the entire agreement between the
parties and shall supersede all. proposals or prior agreements, oral or written, and all other communications
between the parties relating to the subject matter of this Agreement, including but not limited te, any Client
purchase order, This Agreement shall not be varied by any oral agreement or representation or by other than an
instrument in writing of subsequent date hereto, executed by both parties by their duly authorized representatives.
This Agreement shall be construed in accordance with, and its performance governed by, the laws of the State of
New Hampshire. Any action at law or in equity. alleging any breach of this agreement or re lating to the work

Page 6 of 24

performed or to be performed hereunder or relating in any way thereto shall be brought in the New Hampshire
Superior Court for the Southern District of Hilisboraugh County or in the New Hampshire 9" Circuit Court situate in
Nashua, New Hampshire and not elsewhere.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal by their duly authorized
representatives as of the day and year first written below

Interware Developinent Company, Inc. The City of Nashua
er gf

Ye .
By: __ Hae A Might. By:
Name: Sandra J. Rowe Name:
Tite: President Title:

Date: cf firs & Date:

Page 7 of 24

Appendix A - Professional Services Proposal
CLERKWORKS® Application Software

The implementatl ion of the CLERKWORKS® system is an auto registration applicati on which is to be adapted and
used for dog licensing and vital statistics purposes that requires the commitment of the Client and IDC. management
and personnel, Outlined below are the project approaches necessary to ensure the successful implementation of the
CLERKWORKS® software.

Outlined below in the Summary of Professional Services schedule is software license, training, maintenance, and the
work effort necessary for the implementation: tion of CLERKWORKS®. These estimates are based on IDC’s experience
with the implementation of CLERKWORKS®.

» Gonversion Plan

Existing data will be converted as part of the installation of the CLERKWORKS® software. Depending on the
accuracy of the existing data, the conversion pian may consist of automated processes and may or may not include
some manual processes.

« Training
Training will be offered ai a location as convenient as possible. Training material will be provided for each user.

« Implementation

Additional sétup, not included in the conversion, is performed. Application setup consultation with the Client is
performed.

a Support
On-going support, through the purchase of our required Software Maintenance and Support Agreement. Help-desk
support is available to assist in frequently asked “how to” questions.

All installations require remote access providing Interware Development Company, inc. the ability to remote
into the Clients system for incident troubleshooting. Remote access includes the use of a third-party
software such as Screen Connect for connection. Client is responsible to have internet access.

Page 8 of 24

Summary of Projected Products

‘Descrp a oS
CLERKWORKS® Software including Licensing, POS; and online services incl ‘3 4,500.00

online and Vitals online

uding Dogs

TOTAL —— : $ 4,500.00.

Summary of Projected Services

CLERKWORKSG Installation,

OF onfiguration and set-up _.. $800.00:
GCLERKWORKS® conversion a $800.00:
CLERKWORKS® Training including, Licensing; Dogs and Vitals online. i $ 1,370.00

TOTAL a t $ 2,770.00

Annual Maintenance and Support Contract

‘Annual License (1) and Support for Dog Licensing: POS: Dogs and Vitals online | ; $ 1,250.00.
(9) Additional-users . . weet be $ 2,655.00.
TOTAL $ 3,905.00

Note: Annual support fees dué for non-vptional sofiware support, and any other annual fees specified herein shall be
considered automatically renewed each successive 12-month period and shall-be billed annually with no moré than a 16 %
increase per year. In the event that Client budgeting authority decides. not to fund those accounts necessary to support the
Contract after the first year, the Client will be ander no obligation te purchase the services listed for that year, and the “Seller”
will be under no obligation te provide those services, The Client understands that should there be no funding of the necessary
accounts, Client continued use of the system will be in violation of the license agreement and therefore not be entitled to use:
software. Further, no updates or ‘support of any kind will be provided by IDC and / or its authorized agents. Use of the
software will not only be a violation of the license terms but may also become non-compliant with State regulations. IDC.
shall not be responsible to Client in any manner or form in the event of this non-funding,

See Appendix E Maintenance and Support Agreement for detailed description of agreement

Schedule of Payment

Billed on installation and on the installation anniversary each year for support services § 7,250.00.
Annual License. (1) and Support for Dog Licensing: POS; Dogs and Vitals online
(9) Additional users: — = _. $2,655.00

TOTAL = 4. $3,905.00].

Page 9 of 24

Scheduled Timeline

interware Development Campany, Inc. will- schedule an anticipated installation date upon receipt of the contract and initial
payment.

Appendix B — Professional Services Detail

Software Licenses
pseu

Dog Licenses Software
Point of Sale
Dogs: Vitals aniine: POS online, etc.

Note: See Appendix D License Agreement

Reporting Tools

Los Dees
Crystal Reports

Note: Crystal Reports license is used by the MIS department for development of customized reports at an additional cost, The
users of CLERKWORKS® use a runtime version of Grystal reports (included with CLERKWORKS®) for the daily printing of
standard reporis.

Training

upto 2 hours.

Note: Training may be performed via Logmein.com remotely.

implementation and Conversion

Conversion is. performed-on a best effort basis. Not all fields of information may be converted, Manual updates to the converted
data may be required to be performed by the Client. Conversion may be performed at Interware Development Company, Inc.'s
oifies.or on clienUsite,.as. preferred by IDC.

Gustom Dog License Report ‘AtNo oa |

Customized Vet Letter At No Charge
Customized Civil Fotellure Letter: AtNo Chai @