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Upon receipt of notice of termination for cause, Service Provider shail:

1, Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other than as may be
necessary or required for completion of such portion of work under the contract that is not terminated.

4, Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the City

of Nashua of all orders or sub contracts to the extent they relate to the performance of work terminated,
abandoned, or suspended under the notice, assign to the City of Nashua any orders or sub contracts specified
in the notice, and revoke agreements specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until receipt of a
written notice from the City of Nashua to resume performance.

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

If after termination for the failure of Service Provider to adhere to any of the terms and conditions of the
contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make
sufficient progress on the work in a timely and professional manner, it is determined that Service Provider had
not so failed, the termination shall be deemed to have been a termination at will. In that event, the City of
Nashua shall, if necessary, make an adjustment in the compensation paid to Service Provider such that
Service Provider receives total compensation in the same amount as it would have received in the event of a
termination-at-will.

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

Neither party shall be considered in default of the performance of its obligations hereunder to the extent that
performance of such obligations is prevented or delayed by any cause, existing or future, which is beyond the
reasonable control of such party. Delays arising from the actions or inactions of one or more of Service
Provider's principals, officers, employees, agents, sub-contractors, sub consultants, vendors, or suppliers are
expressly recognized to be within Service Provider's control.

7. DISPUTE RESOLUTION. The parties shall attempt to resolve any dispute related to this contract as
follows. Either party shall provide to the other party, in writing and with full documentation to verify and
substantiate its decision, its stated position concerning the dispute. No dispute shall be considered submitted
and no dispute shall be valid under this provision unless and until the submitting party has delivered the
written statement of its position and full documentation to the other party. The parties shall then attempt to
resolve the dispute through good faith efforts and negotiation between the City of Nashua Representative and
a Service Provider Representative. At all times, Service Provider shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or determination or
direction of the City of Nashua. If the parties are unable to resolve their dispute as described above within 30
days, the parties may request that the dispute be submitted to the Board of Public Works for resolution. If the
parties are dissatisfied with the decision of the Board of Public Works, the parties’ reserve the right to pursue
any available legal and/or equitable remedies for any breaches of this contract except as that right may be
limited by the terms of this contract.

5; Page

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

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

> General liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate;

> Motor Vehicle Liability: $1,000,000 Combined Single Limit;
*Coverage must include all owned. non-owned and hired vehicles.

> Workers’ Compensation Coverage in compliance with the State of NH Statutes,
$100,000/$500,000/$ 100,000.

Service Provider shall maintain in effect at all times during the performance under this contract all specified
insurance coverage with insurers. None of the requirements as to types and limits to be maintained by Service
Provider are intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by
Service Provider under the contract. The City of Nashua shall not maintain any insurance on behalf of
Service Provider. Subcontractors are subject to the same insurance requirements as the Service Provider and it
shall be the Service Provider’s responsibility to ensure compliance of this requirement. Service Provider will
provide the City of Nashua with certificates of insurance for coverage as listed below and endorsements
affecting coverage required by the contract within ten (10) calendar days after the City of Nashua issues the
notice of award. The City of Nashua requires thirty (30) days written notice of cancellation or material change
in coverage. The certificates and endorsements for each insurance policy are to be signed by a person
authorized by the insurer and who is licensed by the State of New Hampshire. Certificates must name
the City of Nashua as an additional insured on General Liability. and Auto Liability policies. Service
Provider is responsible for filing updated Certificates of Insurance with the City of Nashua’s Risk
Management Department during the life of the contract. The certificate should be mailed to:

Risk Management

City of Nashua

229 Main Street

Nashua, NH 03060-2019

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

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

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

> The insurance provided herein is primary, and no insurance held or owned by the City of Nashua
shall be called upon to contribute to a loss.

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

10. INDEMNIFICATION. Regardless of the coverage provided by any insurance, Service Provider agrees
to indemnify and shall defend and hold harmless the City of Nashua, its agents, officials, employees and
authorized representatives and their employees from and against any and all suits, causes of action, legal or
administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest, attorneys' fees, costs
and expenses of any kind or nature to the extent caused, occasioned, or contributed to in whole or in part by
reason of any negligent act, omission, or fault or willful misconduct, whether active or passive, of Service
Provider or of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Service Provider's indemnity, defense and hold harmless obligations, or

6 Page

portions thereof, shall not apply to liability caused by the sole negligence or willful misconduct of the party
indemnified or held harmless.

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

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

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

13. NONDISCRIMINATION. in connection with the performance of work under this contract, Service
Provider agrees not to discriminate against any employee or applicant for employment because of race,
religion, color, national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to,
the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

14, SERVICE PROVIDER ENDORSEMENT. Service Provider shall sign, seal, and/or stamp as appropriate
any necessary documents as required under the laws of the State of New Hampshire.

15. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Service Provider shall not assign,
transfer, delegate, or subcontract any rights, obligations, or duties under this contract without the prior written
consent of the City of Nashua. Any such assignment, transfer, delegation, or subcontracting without the prior
written consent of the City of Nashua is void. Any consent of the City of Nashua to any assignment, transfer,
delegation, or subcontracting shall only apply to the incidents expressed and provided for in the written
consent and shall not be deemed to be a consent to any subsequent assignment, transfer, delegation, or
subcontracting. Any such assignment, transfer, delegation, or subcontract shall require compliance with or
shall incorporate all terms and conditions set forth in this agreement, including all incorporated Exhibits and
written amendments or modifications. Subject to the foregoing provisions, the contract inures to the benefit
of, and is binding upon, the successors and assigns of the parties.

16. CITY OF NASHUA INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of Service Provider related to this contract shall be subject to inspection,
examination and audit by the City of Nashua.

17. TAXES. Service Provider shall pay all taxes, levies, duties, and assessments of every nature due in
connection with any work performed under the contract and make any and all payroll deductions required by
law. The contract sum and agreed variations to it shall include all taxes imposed by law. Service Provider
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.

7 Page

18, 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.

19, 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. Said rights and remedies to be had or exercised
in accordance with section 25, hereof.

20. PROHIBITED INTERESTS. Service Provider 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. Service Provider
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 Service Provider. If
any such interest comes to the attention of Service Provider at any time, a full and complete disclosure of the
interest shall be immediately made in writing to the City of Nashua. Service Provider warrants that no
gratuities (including, but not limited to, entertainment or gifts) were offered or given by Service Provider 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.

21, THIRD PARTY INTERESTS AND LIABILITIES. The City of Nashua and Service Provider, 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 Service Provider.

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

23. 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 !egislature 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 the invalidity or unenforceability.

24, MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire
contract between the City of Nashua and Service Provider. 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.

25. 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.

8 Page

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

bound thereby.

City of Nashua, NH (signature)

James Donchess, Mavor
(Printed Name and Title)

Electric Light Co. Inc. (signature)

(Printed Name and Title)

Date

Date

9 | Page

ya ho ert

pa - fm Pre fa

ELECTRIC LIGHT HOSES WARS
One Morgan Way Quote Number: 2016418
RabeiNedeleks Me, Cause Quote Date: May 16. 2016
Page: 1
Voice: 207-361-1234
Fax: 207-361-2017 eat eee pete
[Quoted To: :
City of Nashua
Accounts Payable
P.O.Box 2019
Nashua, NH 903061
“ ustomerID 73 8b, Good. Thru. f° -PaymentTerms 1 Sales Rep |
~ NHNASH aise | Net 15 Days | + _
-. Quantity Item Description i Unit Price Amount.
1 oOoLs ~~ Add video detecipn at Main Concord?” Po ~ 7,440. 0 = 7,440.00
| Amherst Sireets for two directions.
; Includes: |
1.00|/EA ‘2 Camera Processor Card
1.00 | LS Harnesses
1.00 LS Surge Protection
2.00 | EA Cameras |
1.00 | LS Mounting Hardware
1.00 | Ls | Video Cable | |
1.00 | LS ' Add video detection at Main / Franklin / 7,440.00 7,440.00 |
| Canal Streets for two directions.
Includes: |
1.00] EA ;2 Camera Processor Card ;
1.00;LS Hamesses j
1.00|/LS , Surge Protection |
2.00|/ EA ‘Cameras
1.00 LS ‘Mounting Hardware
1,00 LS Video Cable |
2.00 | EA sta 6' x 50’ Quadrapole laops at Main / 950.00 1,900.00
| Water Streets.
| L |
4.00'LS Add video detection at Main / Pearl Streets 7,440.00. 7,440.00
: tor two directions.
Includes:
Subtotal | Continued |
| Sales Tax Continued -
| TOTAL | Sontinued

QUOTE IS GOOD FOR 30 DAYS

ELECTRIC LIGHT

conenny int

One Morgan Way Quote Number: 2016418
Cape Neddick, ME 03902 Quote Date: May 16, 2016
Page: 2
Voice: 207-361-1234
Fax: 207- 361- 2017 ee
rm ‘Quoted To: _ J ee el
City of Nashua
Accounts Payable
P,.O.Box 2019
Nashua, NH 03061
i SustomeriD t ~ Good. Thru Sof, 6 Rayment Terme fs Sales Rap |
| NH-NASH | 8/15/16 [Net 16 Days
_ltom Ee, Deseription TO of unitPree |" Amount =)
|? Camera | Processor Card |
| Hamesses
| Surge Protection |
Cameras
Mounting Hardware i
| Video Cable
1
Install 6' x 50' Quadrapole loops at Main / | 950.00 1,900.00 !
| Hillis Streets. i
| Police details are not included.
| | !
|
‘ }
nth |
i Subtotal 26,120 90 !
| Sales Tax :
TOTAL f * Ss 28,420-00 |

QUOTE IS GOOD FOR X& DAYS

a '
DATE (MM/DD/VYTY)

ACORD CERTIFICATE OF LIABILITY INSURANCE ee

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S}, AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: Ii the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT Susan Gilman

THE ROWLEY AGENCY INC. PPHONE ,, (603) 224-2562 a on (609)22¢-8012,—
45 Constitution Avenue RRRREESi sgilman@rowleyagency.com eo]
P.O. Box 511 re ~~ at: NACH ‘
Concord yen eee ome cl 2s674
INSURED sul : ter Oak F. ns Co . 125615
Electric Light Company, Inc. INSURER CTravelers Indemnity Co of cr | 25666. |
Coastal Traffic, Ine. INSURERD: a tk
One Morgan Way tt ee a ats
Cape Neddick ME 03902 i SuRERIEE 7
COVERAGES CERTIFICATE NUMBER:15-16 all lines REVISION NUMBER:

THIS 1S TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOC ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADD Rr ‘poiicy EFF | POLICY £xP [~

LTR TYPE OF INSURANCE i . POLICY NUMBER iMMIDDIYYYY] | (MM/DDVYYY} LOMITS
Rh | X | COMMERCIAL GENERAL LIABILITY COGG27168BTIL15 12/31/2015 | 12/31/2016] EACH OCCURRENCE g 1,000,000
acer lees a MAGE SD a ap a
"] crams-mane [x | OCCUR | PREMISES (Ea ocourrence)__ $300,000
| €G60001 (10/2001) MED EXP (Any one pérson) |S 10,000
ath, Pe ate PERSONALZADVINJURY {§ 1,000,000
on eee LMT wnuses PER: | GENERAL AGGREGATE =| $ 2,000,000
| POLICY x | SRS | aa PRODUCTS - CDOMP/OP AGG | } 2, 000, 000 |
OTHER: : Employes Benefits $ 1,000, 000 |
B | AUTOMOBILE LIABILITY 8106G271756COP15 12/31/2015 | 12/31/2016 | ROMBINED SINGLE LIMIT | ¢ 1,000,000
X / ANY AUTO BOOKY SRS person) | $
ALL OWNED [~~ ] SCHEDULED
jos iis BODILY INJURY (Per accldenty| $
x X | NON-OWNED PROPERTY DAMAGE 3
| | HIRED AUTOS §| * | auTos | {Pereccdant oP
Madical payments $
A j % | UMBRELLA LIAB x | occuR CUPE6G891269TIL15 12/31/2015 | 12/31/2016 EACH OCCURRENCE $ 5,000,000
ane | ENCE... 2 Lh. 3,000, 000 |
EXCESS LIAB CLAIMS-MADE AGGREGATE sony & 5,000,000
pep | * | RETENTIONS _ 10,000
C | WORKERS COMPENSATION UB6G271812TCT15 12/31/2015 | 12/31/2016] i
AND EMPLOYERS’ LABILITY vIN f Maui ¥ | Faure rue | Te cs
ANY PROPRIETORPARTNERIEXEGUTIVE [— 34 States: CT MA ME NH VT EL EACH AGGIDENT § 500,000
OFFICER/MEMBER EXCLIDED? IN yMea es an a nena anal career a t
(Mandatory in NN) en E.L, DISEASE - EAEMPLOYEH $ 500,000
If yes. describe under — ~T_
DESCRIPTION OF OPERATIONS below &L. DISEASE - POLICY LIMIT | $ 500,000
A | Leased/Rented Equipment | co6Gz71688TIL1S 12/31/2015 | 12/31/2016 | Limit of Liabilty 100,000
Installation Floater t Limit of Liability 200,000
|

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 104, Additional Remarks Schedule, may be attached If mora space Ja required)
Covering electrical contracting operations of the insured. City of Nashua is an additional insured on

general liability, auto liability and umbrella when required by written contract with named insured.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

oy Ios Nashua ACCORDANCE WITH THE POLICY PROVISIONS.

229 Main Street
Nashua, NH 03060

AUTNORIZED REPRESENTATIVE

Susan Gilman/SJG Aredaanot Or ban)

© 1988-2014 ACORD CORPORATION. All rights reserved,

ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
INSO25 pntanin

25) THE CITY OF NASHUA ‘The Gate City”

Financial Services

Purchasing Department

September 1, 2016
Memo #17-047

TO: MAYOR JIM DONCHESS
FINANCE COMMITTEE

SUBJECT: CHANGE ORDER #1 TO THE LAWSON/KRONOS ERP SYSTEM CONSULTING
SERVICES CONTRACT (VALUE: NOT TO EXCEED $90,000)
DEPARTMENT: 113 BENEFITS; FUND: GENERAL FUND BENEFITS INTERNAL
SERVICE FUND

By way of background, the City of Nashua implemented the Lawson Software suite of financial
applications as part of its ERP Project. The FINPRO (Financial and Procurement) modules were
implemented and went live during April 2012. FINPRO includes modules such as general ledger,
accounts payable, requisitions, purchase orders and cash book. In January 2013, the Human Capital
Management (HCM) modules were implemented and went live. HCM modules include payroll, benefits
and human resources. .

Atits June 1, 2016 meeting, the Finance Committee approved a contract not-to-exceed $90,000 with
Surety Systems, Inc. which provided the City with a Lawson consultant who has worked with Payroll,
Benefits, and Human Resources to document, troubleshoot and improve implementation, and train
employees. Because the staff has completely turned over during the past year, continuing this
engagement is necessary.

Change Order #1 is for an additional amount of $90,000 bringing the contract total after this Change
Order to a total not-to-exceed $180,000.

The change order will provide an additional 13 weeks of consulting at $142/hour plus expenses. The
consultant will continue to provide Lawson HR/Benefits/Payroll support. He will train the new Payroll
Manager and new Payroll Analysts. He will provide training to new Benefits and HR employees so that
they can perform routine processing and varied system queries, set up benefits plans, implement pay
scale changes, set up and process CY16 Affordable Care Act reporting, etc. He will continue to work with
City Hall, the School District and the Police Department on a series of incremental! improvements in the
use of Lawson’s HCM capabilities.

The present contract with Surety Systems, Inc. is attached for reference.
The Director of Human Resources, Director of Information Technology, Chief Financial Officer and the
Purchasing Department recommend approval of Change Order #1 with Surety Systems, Inc. of Raleigh,

NC for an amount not to exceed $90,000.

Respectfully,

(%e | W—
an Kooken

Purchasing Manager

Cc: L. Budreau J. Griffin

229 Main Street * Nashua, New Hampshire 03061 » Phone (603) 589-3330 e Fax (603) 589-3344

DocuSign Envelope [D: 4E192A7E-8DB8-41CA-A168-0C3D22B8437A

y

Br

SURETY SYSTEMS
STAFFING SERVICES AGREEMENT

This Agreement is made on June 2 ,2016 by and between Surety Systems, Inc., a North Carolina Corporation
("Surety"), jointly with its back-office staffing partner, RK. Payroll Solutions, Inc., a North Carolina Corporation
("RKPS"), jointly referred to as "Surety and RKPS", and City of Nashua referred to as ("Client").

WHEREAS, the Client desires that Surety and RKPS provide it the services of personnel ("Contractors") on the
terms and conditions herein and the Addendum attached hereto ("Addendum").

NOW, THEREFORE, the parties agree as follows:

1. Contractor. Surety shall provide the Client with the services of Contractors identified in the Addendum
("Contractor"). The Contractor shall provide the services the Client requests of the Contractor in connection with
the job description set forth in the Addendum. Services provided by the Contractor hereunder shall be under the
direction, supervision and control of Client, and shall be provided at the Client's work site, or as otherwise set forth
in the Addendum, or at such other place as directed by Client. The Client has had the opportunity to interview the
Contractor and has selected the Contractor based upon the Client's determination that the Contractor possesses the
requisite skills, experience, background and education to satisfy the requirements of the Client. Surety and REPS
make no representation or warranty as to the skills, experience, background or education of the Contractor, it being
the sole responsibility of the Client to determine that the same are acceptable, and Client shall hold Surety and
RKPS harmless from any liability as the result of the same.

2. Billing. The Client, on a weekly basis, shall approve the Contractor's weekly time sheet. The total hours on
the Contractor's time sheet, approved by both the Contractor and a representative of the Client, shal! constitute a full
and complete acceptance of the accuracy of the time sheet.

The Client will be invoiced by RKPS, our back-office staffing partner, weekly for all amounts payable by the Client
pursuant to the terms hereof. Invoices are payable to:

RK Payroll Solutions, Inc. c/o Surety Systems, Inc.
8081 Arco Corporate Drive, Suite 200, Raleigh, NC 27617

3. Payment. As consideration for the services to be provided by Surety and RKPS and the Contractor
hereunder, the Client shall pay the applicable hourly bill rate for each hour worked by the Contractor for the Client,
together with all applicable state, county or local sales tax, as required by law but not payroll. taxes and
governmental insurance such as federal income tax, medicare, social security or state or federal unemployment. .
The Client shall pay the hourly billing rate, as set forth in the Addendum, for all hours worked by the Contractor for
the Client. All invoices shall be paid by the Client. Invoices not paid within thirty (30) days from the date thereof
may cause Surety or RKPS to terminate the services, in which case the Client agrees to not receive services from a
terminated Contractor either directly or indirectly until all overdue amounts are paid to RKPS.

4, RKPS Responsibilities. RKPS, as the employer of the Contractor, shall be solely responsible, at its own

- expense, for paying all amounts due to or for the benefit of the Contractor; to pay and withhold all benefits, payroll
taxes, workers compensation premiums or taxes and unemployment taxes required to be paid and/or withheld in
connection with the Contractor's services provided hereunder; and to otherwise comply with all laws and regulations
imposed on RKPS as the employer of the Contractor. The Client shall have no liability to pay any amounts to the
Contractor, or otherwise provide the Contractor with benefits and/or pay or withhold any payroll taxes imposed on
amounts eared by the Contractor. In the event that the Contractor is a subcontractor to Surety and RKPS, the
Client will be notified in the Addendum to this Agreement.

5. At-Wiil Services. Contractors’ work will be provided to the Client on an “at will” basis. This means that any
Contractor may be terminated with or without cause at any time. In the event of a termination of services of any
Contractor assignment, the Client is responsible for payment for all hours worked up to the point of termination, and
will provide a signed time sheet to RKPS identifying the hours worked up to the point of termination.