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#20) THE CITY OF NASHUA “the Gate City"

Information Technology Division

Date: July 14, 2016

To: Dan Kooken, Purchasing Manager
From: Bruce Codagnone, CIO/IT Division Director

Re: Lawson Hosting and Upgrade Project
Mr. Kooken,

The City of Nashua’s ERP application, Lawson, is hosted by an external vendor. This vendor, Affiliated
Computer Services, Inc. (ACS), was recently acquired by Atos IT Outsourcing Services, LLC. During the
budget process, | mentioned that we had heard that our vendor would not provide hosting services going
forward. On July 7", Atos officially notified us that they will no longer provide hosting services to the
public sector and education verticals and that our hosting service will end when our contract naturally
expires on November 30" of this year. In addition, we had been in discussion with Atos to upgrade the
Lawson application to version 10. The upgrade and transition of moving the applications in-house,
utilizing remote managed services, will take a minimum of 4 to 6 months. Consequently, we did not have
time for the normal RFP process and a transition given the tight timeline. As a result, we reached out to
the original bidders of the original hosting RFP and asked for updated quotes. The quotes requested
were to upgrade the application and provide options for hosting in their respective data center or we host
the application internally on our servers and they provide remote managed services.

Upon review of the quotes, we decided to go with TEAMabsolute. We will host the application on-site and
TEAMabsolute will upgrade the application and provide remote managed services. This scenario will
result in a $120,000/year savings over our current arrangement starting in year two.

The request to the Finance Committee is to purchase the hardware and software necessary to host the
application here at the City and to enter into a contract with TEAMabsolute to upgrade the application
and provide remote managed services going forward.

Cost breakdown of this request is as follows:

Upgrade Lawson to Version 10 $ 163,800
Hardware / Software to be purchased $ 72,363
Remote Managed Services (Per Year) $ 90,000

Regards,

basal

Bruce R. Codagnone
CIO/IT Division Director

229 Main Street » Nashua, New Hampshire 03060 Phone (603) 589-3300 » Fax (603) 594-3434

ed

1

DeRS

[ Infor Costs by Vendor |

MRC by Year
3 4

Vendor Ttem NRC Remarks

na

218,616 218,616 $ 218,616 Projected for comparison only

Atos (existing) Hosting & Managed Services $ $
infor SW Maintenance * $ 196,573 $ 208,367 $ 220,869 Contract ends in Oct 2016
“us Subtotal: - “415,189 -$. 426,983 »$: 439,485.

Team Absolute g Serv $ $5,800 $ $ 60,974 ‘They provide hardware and OS licenses
Managed Services 15,000 $ 90,000 $ 92,700 S$ 95,481 $ 98,345 NRC Waived if they perform upgrade
infor SW Maintenance * - § 196,573 $ 208,367 S$ 220,869 $ 234,122
Boe $342,373 § 358,541 § 375,588 $393,441

: 5 é $ g,909 $ City p
Managed Services $ $ 90,000 $ 92,700 $ 95,481 $ NRC Waived if they perform upgrade
infor SW Maintenance * S - §$ 196,573 S$ 208,367 $ 220,869 $ ;
s: 9S: 295,082. $309,976 .S. 325,259 9. :Recommended Option.

In-house hosting 509 § 909 ‘$ 8,9

Managed Services 130,522 $ 134,438 5 138,471

(Infor SW Maintenance * 196,573 $§ 208,367 $ 220,869
$335,604 | $' 351,714 $368,249.

Infor SW Maintenance Include

88,586 S$ 5 986 $1047, 0,7
+" $988,586 $988,586 $988,586 $ 1,047,901 $1,110,775.

2

Infor Cloud Hosting & MS

Infor Upgrade and Migration Costs

| Vendor | Upgrade Cost

Remarks

205,30
150,360
136,305 Only two data conversions

RPI Consulting
Team Absolute
Cibe

fun un wn:

* Adding infor SW Maintenance cost as this is included in the Infor quote in order to compare total project costs by vendor.

Infor In-House Costs

Item Classification | Quantity | Unit Cost NRC i 7 a C x = G Remarks
VM Host Server Hardware 2 10189 S$ 20,378 $ - $ - § - § 900 Dual CPU; 16 Core; 256 GB RAM
VMWare ESXi v6 Enterprise per CPU Software 4 3135 $ 12,540 $ 2,788 $ 2,788 $ 2,788 5S 2,788
Windows 2012 R2 Datacenter - 2 CPU Software 1 4143 $ 4,143 $ 1,047 $ 1,047 $ 1,047 $ 41,047 Collapse Library VM server amd repurgose license
SQL 2016 Enterprise - 2 core Software 2 9251 $ 18,502 $ 4,674 $ 4,674 $ 4,674 $§ 4,674 Standby Node does not require a license
Spotlight for SQL Software 1 1800 $ 1,800 $ - § 400 $ 400 S 400 Monitors SQL Server
Microfocus - Cobol license required Software 1 S 15,000

SubTotals:

|S. 72,363 | $..8,509.1/S° 8,909:| $8,909 }:$: 9,809]

TeamAbsolute

T = A M a SO ute 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICES AGREEMENT

Client # 40399-Managed Services

This Master Service Agreement (“Agreement”) made this 5th day of August, 2016 (“Effective Date”) by and between Business
Information Systems Consulting, Inc., d/b/a TeamAbsolute, a Minnesota Corporation having its principal place of business at
2277 Highway 36 West, Suite 160, Roseville, MN 55113, and City of Nashua (“Client”) having its principal place of business
at 229 Main Street, Nashua, New Hamphire 03061.

WHEREAS, TeamAbsolute is in the business of providing application and network information professional services, specializing
in, but not limited to, Infor Lawson S3 and supporting softwares.

WHEREAS, Client desires to engage TeamAbsolute to perform those services outlined in EXHIBIT A of this agreement upon
the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS,

For purposes of this agreement Section 1 shall define certain terminology used throughout this agreement and the definition
of the terminology shall always have the meaning that is set forth in Section 1. Except as otherwise set forth herein, technical
terms commonly used in the industry that appear in this Agreement shall be so construed.

1.1 “Activation Date” means the date upon which TeamAbsolute makes the applicable Service (as defined in Section 2)
available for Client use.

1.2 “Authorized Representative” means an employee, agent, contractor or other person that Client designates in writing
as having authority to act on Client’s behalf. Client may replace an Authorized Representative upon written notice to
TeamAbsolute.

1.3 “Statement of Work (SOW)”, EXHIBIT A, means the valid TeamAbsolute document detailing the Services described
herein, including the applicable rates, and/or monthly charges ordered by Client. The parties may amend EXHIBIT A in
writing.

1.4 “Supported Systems” means the systems, databases and/or applications of Client, as set forth in the Statement of
Work, EXHIBIT A.

1.5 “New Charges” means those new monthly recurring charges that are associated with changes or additions that Client
wishes to make to any of its existing Services.

1.6 “Services Change Order (SCO) Form”, EXHIBIT B, means a valid TeamAbsolute document that is submitted by Client
which requests certain additions, changes and/or deletions to the Services as described herein.

1.7 “Hardware” means the mechanical, magnetic, electronic and electrical components making up a computer system.
For this agreement, Hardware includes, but not limited to, networks, workstations, hand held devices and all software
supporting the Hardware.

1.8 “Software” means any physical or electronic application software, software licenses, manuals and /or
documentation provided by TeamAbsolute. For this agreement, Software includes, but is not limited to, Deltek, operating
system and database, anti-virus, office productivity, and all additional software required to support this Agreement.

2. SERVICE.

2.1 Services. EXHIBIT A Statement of Work Document of this Agreement sets forth the description of TeamAbsolute

services (referred to herein as the “Service” or “Services”) and the fees charged for the Services, as provided pursuant to
TeamAbsolute, © 2014 Page 1 of 14
Proprietary and Confidential

TeamAbsolute

T fF A M a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICE S AGREEMENT

this Agreement. Except for any changes made to the Statement of Work pursuant to Section 5.2 of this Agreement, all terms
and conditions of this Agreement and the Statement of Work entered into between the parties shall prevail over any conditions
in any other communication, unless otherwise mutually agreed to in writing by the parties.

TeamAbsolute, © 2014

Page 2 of 14
Proprietary and Confidential

TeamAbsolute

TEANMabsolute 2277 Highway 36 West Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER S ERVICES AGREEMENT

2.2 Ownership. The Client agrees that any Hardware or Software purchased as a result to fulfill the Services identified
in this Agreement is the sole ownership of TeamAbsolute. TeamAbsolute shall retain an electronic listing of all equipment
purchased and placed into service for this Agreement. In the event of the termination of this Agreement, Client shall comply
with Section 4.4 of this Agreement.

2.3 Cooperation. The Client agrees to cooperate with TeamAbsolute in its rendering of the Services, including, without
limitation, providing TeamAbsolute with reasonable access to appropriate equipment, systems, data, information and
personnel of the Client, and maintaining operational telecommunications systems that allow constant communication
between TeamAbsolute and Supported Systems.

The Client acknowledges that when its personnel are to work with TeamAbsolute personnel, the failure of the Client’s
personnel to cooperate with TeamAbsolute, or the Client’s un-timeliness or faiture to assign the appropriate Client personnel
could adversely affect TeamAbsolute’s ability to perform.

if TeamAbsolute provides Client with prior notice of the Client’s failure to (i) maintain the Client’s system (ii) cooperate, or
(iii) assign such personnel and Client fails to timely cure such failure, as defined in TeamAbsolute’s then current Standard
Operating Procedures(“SOP”), then if such un-timeliness or failure to perform its obligations interferes with TeamAbsolute’s
ability to perform, TeamAbsolute shall be relieved from its obligations to the extent caused by such failures.

The Client further acknowledges and agrees that TeamAbsolute may, in performing its obligations pursuant to this Agreement,
be dependent upon and using systems, data, material, and other information furnished by the Client without any independent
investigation or verification thereof, including, but not limited to, the identification of the Supported Systems, and that
TeamAbsolute shall be entitled to rely upon the functionality of the systems and accuracy and completeness of such
information in performing the Services.

3. PUBLICITY.
Fither party may use the other’s logo, trademark, trade name, or other designation (“Trademark”) in any promotion or
publication without the prior written consent of the other party, except as prohibited in Section 9.

4, TERM.

4.1 The term of this Agreement shall commence on the Effective Date and shall continue for four (4) years thereafter
unless otherwise agreed to by both parties as part of a separate addendum to this Agreement. Ninety-days (90) prior to the
fourth anniversary of the commencement of this Agreement, TeamAbsolute will notify Client of the pending anniversary.
Client will have thirty-days (30) to respond to TeamAbsolute as to its intention to renew, cancel or modify the terms of this
Agreement. in lieu of a notice of termination or renegotiation, this agreement will be deemed perpetual for an additional
year,

4,2 This Agreement may only be terminated by either party (a) upon the breach by the other party of any material
obligation hereunder, which breach has not been cured within thirty (30) days after the breaching party has received written
notice thereof or (b) if all or a substantial portion of the assets of the other party are transferred to an assignee for the
benefit of creditors, to a receiver or to a trustee in bankruptcy, or a proceeding is commenced by or against the other party
for relief under bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days, or the other party is
judged bankrupt.

4.3 Upon the termination of this Agreement for any reason, all licenses granted herein shall immediately terminate,
TeamAbsolute shall no longer have any obligation to provide the Services and each party shall return to the other all property
(including any Confidential Information (as defined in Section 9)) of the other party in its possession or control. The rights
and duties of the parties under Sections 7, 8, 9, 10 and 11 shall survive the termination or expiration of this Agreement.

TeamAbsolute, © 2014 Page 3 of 14
Proprietary and Confidential

TeamAbsolute

TEAMabsolute 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS T ER SERVICES AGREEMENT

4.4 Upon the termination of the Agreement by the Client, without cause, or Client defaults prior to the completion of
the current agreement term (see Section "4.1”) the Client shall be responsible for payment to TeamAbsolute for the amount
equal to the remaining unpaid balance of the current agreement term. If Hardware or Software resides at the Client site,
said Hardware as identified in Exhibit A or subsequent Service Change Order Forms, must be returned to TeamAbsolute, at
Clients expense, in working order at the time of termination or a charge will be issued to Client to cover replacement
costs.

5. PRICING.
5.1 See EXHIBIT A Statement of Work.

5.2 Changes to Service. If Client wishes to make any “changes” (i.e., modifications and/or additions) to any of its
existing Services, Client may contact TeamAbsolute to execute a new Services Change Order Document (SCO), EXHIBIT B.
TeamAbsolute may reject all or any portion of the requested changes in its reasonable discretion. If accepted by
TeamAbsolute, those new Services that were changed pursuant to the SCO may be subject to New Charges as detailed on the
Statement of Work, EXHIBIT A. The effective date for the New Charges will be as of the date that TeamAbsolute makes the
requested change (and/or addition, as the case may be) in the Services (or service components or additional features, as the
case may be).

6. FEES, TAXES AND PAYMENT.

6.1 In consideration of the services provided by TeamAbsolute hereunder, Client shall pay TeamAbsolute the fees set
forth in EXHIBIT A. Atl fees due hereunder shall be due and payable within thirty (30) days of the date of Client’s receipt
of TeamAbsolute’s invoice. Monthly fees will be billed in advance of Service provided and will be due and paid prior to the
Service commencing, All fees due hereunder are exclusive of, and Client shall be solely responsible for, all sales and VAT
taxes and other federal, state, municipal or other governmental taxes now in force or enacted in the future,

6.2 Late payments by Client shall be subject to late penalty fees of 1.5 % per month from the due date until the
amount is paid.

6.3 Ctient shall reimburse TeamAbsolute for the following expenses that are directly attributable to work performed
under this Agreement. This expense policy shall override Client’s internal expense policy.

* travel expenses other than normal commuting including airfares, rental vehicles, and per diem and highway
mileage in company or personal vehicles at the current business standard mileage rate published by the IRS.
= other expenses resulting from the work performed under this Agreement.

These costs may include costs incurred due to delay or cancellation, requests on behalf of the Client to change or extend
timeframes, or any other factor affecting travel. in general, client agrees to pay for travel costs from the consultant’s
home/office to the client site and return to the consultant’s home/office. Consultant shall submit an itemized statement of
Consultant's expenses. Client shall pay Consultant within 30 days from the date of each statement.

TeamAbsolute, © 2014 Page 4 of 14
Proprietary and Confidential

TeamAbsolute

T - A MVM a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICE S A GR EEMEN T

6.4 TeamAbsolute shall pay all income taxes and FICA (Social Security and Medicare taxes) incurred while performing
services under this Agreement. Client will not:

= withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf

= make state or federal unemployment compensation contributions on Consultant's behalf, or

= withhold state or federal income tax from Consultant's payments.

!f TeamAbsolute is required to pay any federal, state or local sates, use, property or value added taxes based on the
services or equipment provided under this Agreement, the taxes shall be separately billed to Client. TeamAbsolute shall not
pay any interest or penalties incurred due to late payment or nonpayment of any taxes by Client.

7. INDEMNIFICATION AND LIMITS OF LIABILITY.

7. TeamAbsolute agrees to indemnify, defend, protect, save and hold harmless Client and its affiliates, and its and
their respective directors, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs
(including legal fees and expenses) arising out of or related to any claim in whole or in part that the Services or Client’s use
or possession of any Software infringes, dilutes, or violates the copyright, trade secret, trade mark, trade dress, patent or
any other proprietary right of any third party. This contractual obligation of indemnification shall apply even if the third
party alleges or establishes that Client was partially negligent or otherwise at fault (e.g., that Client was negligent in retaining
TeamAbsolute's services or licensing products from TeamAbsolute or accepting information, ideas, concepts, improvements,
discoveries, inventions, or forms of expression of ideas from TeamAbsolute or that Client was negligent in failing to ascertain
whether the information, ideas, concepts, improvements, discoveries, inventions, or forms of expression or ideas infringe the
rights of third parties). TeamAbsolute shall defend and settle at its sole expense allt suits or proceedings arising in whole or
in part out of the foregoing, provided that Client gives TeamAbDsolute reasonably prompt notice of any such claim of which it
tearns and reasonable assistance in resolving same.

This obligation of indemnification shail survive even if Client does not provide TeamAbsolute with reasonably prompt notice
of any such claim of which it learns except to the extent such failure materially prejudices TeamAbsolute. “Software” for
the purposes of this Agreement is defined as any software, not supptied to TeamAbsolute by Client, that is used by
TeamAbsolute in the performance of its Services to Client. TeamAbsolute wilt have the exclusive right to defend any such
action and make settlements thereof at its option, provided, however, that TeamAbsolute does not agree to any settlement
that materially prejudices Client.

TeamAbsolute shall, at its expense, defend or settle any claim by any third party brought against Company alleging that the
Software infringes any copyright or patent; provided, that Company gives prompt written notice to TeamAbsolute of any and
all threats, claims and proceedings related thereto and that Company gives TeamAbsolute reasonable assistance and sole
control over the defense and all negotiations for a settlement or compromise. Software for the purposes of this Agreement
is defined as any non-Company software that is used by TeamAbsolute in the performance of its Services to Company.
TeamAbsolute will have the exclusive right to defend any such action and make settlements thereof at its option, provided,
however, that TeamAbsolute does not agree to any settlement that materially prejudices Company.

The foregoing obligation of TeamAbsolute does not apply with respect to Software or portions or components thereof: (i) not
supplied by TeamAbsolute; (ii) that are modified other than by TeamAbsolute after delivery by TeamAbsolute; (iii) combined
with other products or processes where the alleged infringement relates to such combinations, except where such products
or processes are specified for combined use in the documentation provided by TeamAbsolute related to use of the Software;
(iv) to the extent that Client continues allegedly infringing activity after being notified thereof or after being informed of

TeamAbsolute, © 2014 Page 5 of 14
Proprietary and Confidential

TeamAbsolute

TEAMabsolute S277 Highway 36 Wes ste 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVI CES AGREEMENT

modifications that would have avoided the alleged infringement; or (v) when Software is bundled with other applications, if
the matter relates to the other applications and does not relate to the Software.

TeamAbsolute, © 2014 Page 6 of 14

Proprietary and Confidential

TeamAbsolute

T F A M a SO ute 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICE S AGREEMENT

7.2 Client agrees to indemnify, defend and hold TeamAbsolute harmless from and against any and all costs, liabilities,
losses, damages and expenses by any third party (including, but not limited to, reasonable attorneys’ fees) arising out of or
related to (a} TeamAbsolute’s use or possession of Client materials, software, data, or other intellectual property furnished
by Client, or (b) any claims related to the Services performed by TeamAbsolute by Client’s own customers or vendors to the
extent not caused by TeamAbsolute.

7.3 LIMITED REPRESENTATIONS AND WARRANTIES. TEAMABSOLUTE REPRESENTS AND WARRANTS THAT: THE SERVICES
SHALL:
A. BE PERFORMED SUBSTANTIALLY IN ACCORDANCE WITH THE TERMS OF THE STATEMENT OF WORK ATTACHED AS
EXHIBIT A AND THE SERVICES CHANGES ORDER DOCUMENT(S) THAT, FROM TIME TO TIME, MAY BE ATTACHED AS
EXHIBIT B, AND
B. BE PERFORMED IN A PROFESSIONAL MANNER BY QUALIFIED INDIVIDUALS. EXCEPT AS PROVIDED IN THIS SECTION
7.3, TEAMABSOLUTE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE.

7.4 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER CLIENT
NOR TEAMABSOLUTE WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES,
WHETHER SUCH LOSS OR DAMAGES ARE FORESEEABLE.

7.5 CAP ON- LIMITATION. OF LIABILITY

IN NO EVENT SHALL TEAMABSOLUTE BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUE BY CLIENT, OR FOR ANY OTHER
CONSEQUENTIAL, INCIDENTAL, INDIRECT OR ECONOMIC DAMAGES INCURRED OR SUFFERED BY CLIENT ARISING AS A RESULT
QF OR RELATED TO TEAMABSOLUTES!? WORK, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF CLIENT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT FURTHER AGREES THAT THE TOTAL LIABILITY OF
TEAMABSOLUTE FOR ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, OR TO ANY ACT
OR OMISSION OF TEAMABSOLUTE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO
THE AMOUNT ACTUALLY PAID BY CLIENT FOR TEAMABSOLUTE’S WORK DURING THE THREE-MONTH PERIOD PRECEDING THE
DATE THE CLAIM ARISES.

IN NO EVENT SHALL THIS LIABILITY EXCEED A TOTAL AGGREGATE AMOUNT OF $1,000,000. CLIENT SHALL INDEMNIFY AND
HOLD TEAMABSOLUTE HARMLESS AGAINST ANY CLAIMS BY THIRD PARTIES, INCLUDING ALL COSTS, EXPENSES AND
ATTORNEYS’ FEES INCURRED BY TEAMABSOLUTE THEREIN, ARISING OUT OF OR IN CONJUNCTION WITH CLIENT’S
PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT.

7.6 Insurance Coverage. TeamAbsolute shall, at its sole cost and expense, procure and keep in full force and effect during the
Term of this Agreement, at a minimum, the following kinds of insurance covering operations in the State in which the work
is to be performed:

A. Worker’s Compensation and Employer’s Liability (Worker’s Compensation - Statutory Limits. Employer’s Liability
- $500,000 per incident)

B. Comprehensive General Liability including Contractual Liability ($1,000,000 per occurrence; $3,000,000 general
aggregate)

C. If providing services related to financial issues, Crime coverage / Dishonesty Insurance ($3,000,000 per incident).
If providing services related to the Client Products and Client data/databases, software programming and/or
software development issues, Errors & Omission Insurance ($3,000,000 per incident).

7.7 Basis of the bargain; failure of essential purpose. Client acknowledges that TeamAbsolute has set its prices and
entered into this Agreement in reliance upon the limitations of liability and damages and the disclaimers of warranties set
TeamAbsolute, © 2014 Page 7 of 14

Proprietary and Confidential