Accepted By:
Interware Develépment Company, Ang.
4 wt a od a
By: de Yo Mee
Name: Sandra J. Rowe ~*~
Title: President
Date: G ~ fA
Accepted By:
The City of Nashua
By:
Page 16 of 24
Name:
Title:
Date:
Page 47 of 24
Appendix E - Maintenance and Support Agreement
SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT
Interware Development Gompany, Inc.™ (1DC") Located at 199 Route 101; Building 7A; POB 6240 Amherst, NH 03031
agrees to provide and The City of Nashua located 229 Main Street, Nashua, NH 03060 (hereinafter referred to as “Client)
agrees to purchase maintenance service for IDC’s CLERKWORKS® Software’).
1
DEFINITION
4.4 “Principal Period of Maintenance (“PPM”) shall mean that period of time between 8:00 a.m:and 5.00 p.m..
Eastern Standard Time, Monday through Friday, (except national holidays listed in section 1.4) during which IDC’s
Technical Service Representatives are available for assistance and to answer Glient: Teavests recognized by IDC:
Helpline recordings may be made during the PPM when Helpline Operators or Technical Service Representatives
are not available and the call report will be logged and responded to by appropriate” personnel as soon as possibile.
1.2 “On-Site PPM Support” is defined as the on-site PPM support that is provided at the Clients’ facilities. If IDC
determines on-site support is required the support will be provided in accordance with local time zone practices,
13 “Coverage - Window” is defined as that. period of time commencing on: the Coverage Start Date and
terminating on the Coverage End Date as specified below. The Coverage Start Date commences on the date of
the execution of the.contract.
14 “National Holidays” are New Year's Day; Martin Luther King, Jr: Day; George Washington’ § Birthday
Memorial Day; independence Day; Labor Day; Veteran's Day; Thanksgiving and the day after: Christmas Day. The
exact day is based on the day observed by financial institutions in New Hampshire.
COVERED SOFTWARE | |DC shall provide maintenance services fo Client for Software during the Coverage
Window.
TERMINATION
3.4 Subject to the provisions set forth in the Professional Services: Agreement, including the appendices,
services provided hereunder shail terminate on the “Coverage End” date, unless. otherwise terminated by Client or
IDC with na less than thirty (30) days prior written notice after the first year. Written notification must be sent to:
interware Development Company, Inc. ™ The City of Nashua
199. Route 101: Building 7A; POB 6240
Amherst, NH 03031 Street 229 Main Street
Nashua, NH 03833.
Attn: President Patricia Piecuch, City Clerk
Client's termination of this Agreement any time during the Coverage Window shall result in the forfeiture of entire
prepayment. Termination by Client would act as a complete termination of all obligations of Client to IDC. If 1DC
terminates this Agreement during a valid Coverage Window, IDC will prormptly refund to Client the prorated.
amount for any prepaid. service period remaining.
Page 18 of 24
MAINTENANCE CHARGES
4.4 IDC will provide maintenance services in accordance with the provisions of this Agreement during the
Coverage Window. Maintenance Charges are directly affected by the number of Users. Additional Users will
increase the annual maintenance fee. Client agrees to pay for the Annual Maintenance Charges as set forth below
and as specified in appendix B:
Annual Maintenance Charge
Annual license and support fees due for non-optional, software support, licensing fees plus any other annual fees
Specified herein shall be considered automatically renewed each successive 12 month period.and. shall be billed
annually to increase no. more than 10% per year. In the event that Client budgeting authority decides not to fund
those accounts necessary to. support the Coritract after the first year, the Client will be under no obligation to
purchase the services listed for that year, and the "Seller" will be under no-obligation to 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 antitied to use software. Further, no
updates or support of any kind will be provided by IDC and:/ of its authorized agents.. Use of the software will not
only be a violation of the license termis but may also become non-compliant with state regulations. DG shall not
be responsible to Client in any manner or form in the event of this non-funding.
4.2 This Agreament may be adjusted to reflect additions, deletions or modification. of service during the Coverage”
Window upon written agreement by both parties; however, IDC reserves the right to deny any service adjustments
during a previously agreed upon Coverage Window.
4.3 IDG may provide a Renewal Maintenance and Support Agreement for service renewal prior to the current
Coverage End Date. iDC and Client must sign a Renewal Maintenance and Support Agreement prior te
continuation of maintenance services. {f said Renewal Maintenance and Support Agreement is not signed by
Client and returned to.1DC prior to the Coverage End Date, then Client is solely liable for any cost incurred due to
possible maintenance service lapse or service termination.
BILLING TERMS
The maintenance charges set forth in Section 4 will commence on the first day of each current Coverage window.
Client agrees to prepay all charges: for the current Coverage Window. Charges for partial months during the
Coverage Window shall be prorated based on the number of days of service provided during the actual calendar
month. IDC will invoice Client for any additional services requested as incurred based upon the Additional
Charges specified in Section 6.. All invoices are due and payable within thirty (30) days of the date of invoice.
61° Service Request Outside the PPM
IDG's cutrent on-call hourly rate will apply when Client requests work to start outside the PPM. Such service will
be provided on @ resource available basis. IDC's or its Authorized Agent's minimum hourly rate will apply at the
rates set forth below for each service call.requested by Client outside the PPM. If an on-site visit is required then
travel costs plus applicable hotel, meals and other living expenses will be per diern: © An authorized Client
representative must authorize work requested, by faxing, an order for work to commence outside the PPM period.
Gurrent hourly rates reflected. IDC reserves the right to increase the hourly rate to. reflect increased cost of doing
business.
Page 19 of 24
Hourly Rates
Gonsultant § 86.00
Reports Specialist: $ 95.00:
Senior Consultant $126.00
Technical Specialists $100.00
Developer $7125.00
Designer Developer $150.00
6.2 Standard Rates
Charges of IDC or its Authorized Agents for service will be authorized in writing by the Client and invoiced by IDC.
Client's written. request for any service, not otherwise provided hereunder, shall be provided at IDC's then current
minimum hourly rates subject to the availability of personnel and resources, if an on-site visit is required then
travel costs plus applicable hotel, meals and other living expenses will be charged at cost. The minimum hourly
rates are:
‘Hourly: Rates
Consultant $ 85.00
Reports Specialist. $. $5.00
Senior Consultant $126.00
Technical Specialists $7100.00
Developer $128.00:
Designer Developer $150.00
Note: Current hourly rates reflected. DC reserves the right to increase the hourly rate to reflect increased cost of
doing business.
6.3 improper Use
Any maintenance. services or consultation which is attributable to improper use of the Software or to third party
Hardware or Software not covered Herein, will be provided on an available resource. basis only and shall be
charged to Client separately at the then current IDC. on-call hourly rate shown in Section 6.2 plus parts and travel
and living expenses ai costs.
6.4 Travel
IDC. agrees to use Client Travel Agent or consultant if travel, car rental and hotel are required. If this is the case,
Client agrees to purchase airline tickets or other travel tickets sent these tickets to IDC prior to travel and make
hotel accommodations for {DC personnel. Not applicable if client site is within 96 miles of IDC office.
6.5 Training
Client agrees that the Maintenance Services as outlined: in this Agreement will not be used by Client as-a training
vehicie.
SOFTWARE MAINTENANCE SERVICES | IDC affers the following Software Maintenance Services as described
below.
7.4 Application Software Update Service Application Software Update Service provides the right to use the
latest release of the Software on designated central processing units. {t includes the distribution of releases (1.6
media and documentation) which contain corrections to program problems and/or enhancement ta performance of
capability.
gS.
MOVEMENT OF SOFT
Page 20 of 24
Where IDC's investigation reveals that the Software contains a problem, IDC will thereafter provide Client a new
copy of the corrected Software (or the affected portion) in machine readable form together with written installation
procedures, Such corrections will be provided to Client in a subsequent application update, or earlier if available,
except that IDC shall not be required to provide such corrections during 3 period commencing thirty ea days prior
to the release date of the next scheduled Software update which next scheduled Software update release shall be
provided to Client promptly upon release.
Ta Helpline Service Helpline Service provides telephone access to technical assistance during the PPM as
required for the diagnosis of Software problems, This assistance is provided for the current Software release as
well as the immediately preceding CLERKWORKS® Software release. [OC reserves the right to offer Helpline
support only to users trained in the CLERKWORKS® modules.
IDC shall respond to Client within four (4) business hours of Client's call to investigate the facis and circumstances
related to the suspected problern. “This may require the use of remote diagnostic procedures, subject to the
provisions of Section 10:2 below. ‘Client will cooperate fully with [DC's investigation as outlined in Section 10.5
when technical assistance is requested at Client's Facilities, Client will provide, at no: costto | IDC, working space:
and provide access to Client's computer network facil ities
if technical assistance is requested at times other than the PPM. it will be provided ‘upon written agreement,
subject to the availability of appropriate resources and personnel, at IDC's then current rates for such service as
set forth in Section 6-7;
IDC will notify Client where IDC's investigation reveals no Software problem. {f Client desires IDC to. continue the
investigation, JDC. will give Client written notification that if the. continued investigation reveals no Software
problem, IDC will invoice and Client agrees to pay for services expended at IDC’s then standard rates as outlined
in Section 6.2 and, if required, traveland living expenses at cost subject to the provisions of Section 6.4.
Technical assistance is offered and provided with: the understanding that IDC may need to coordinate a resolution:
between the Client and. a third party. Such coordination is possible when the Client has a current maintenance.
afrangement with the cognizant third party. 1OC does not represent itself as an expert or ail installed Software and
Hardware. We may rely on the third party for resolution when necessary.
MAINTENANCE SERVICES NOT INCLUDED
8.1 Repair or damage resulting from misuse, neglect, abuse or accidents caused by Client; acts of God;
Failure of electrical power, lack of electrical power, or unusual physical or electrical stress or causes
external to the Hardware or Software.
$2 Movement, relocation or reinstallation of CLERKWORKS® Software or any related software, except in
connection with rearrangement due to additional Hardware or Software installed and maintained
hereunder.
$3 Any software not specified in Section 2, or subsequent amendments or Client purchase orders as
acknowledged by IDC.
ARE Client shall not move the Software to a different installation location unless specifically
agreed to in writing by IDC. Client shail give IDC reasonable written noticé prior to a requested rdve. date.
Maintenance charges and coverage will be continued during Software movement and reinstallation. IDC reserves
the right to charge for software movernent or relocation services.
Page 21 of 24
qi
10.4
10.2
10.3
10.4
10.8
In the event any or all of the Software for which maintenance Is ordered hereunder in accordance with
Section 2 are not covered by this Maintenance and Support Agreement or the current Maintenance and.
Support Agreement is not renewed and client wishes to enter into a Renewal Agreement, then, subject to
IDC approval and immediately prior to the effective date of maintenance hereunder, such h Software must
be upgraded to the current version and release level. IDC may elect to offer Software upgrade kits to
upgrade Client's Software from a designated release to the current: production release level, The kit will
include documentation, media and installation instructions. This cost of this upgrade kit will ibe One.
Hundred and Fifty percent (150%) of the cost specified in Section 4.1 for each yearly coverage Window or
prorated amount if less than a year:
(DG maintenance services provided hereunder is. contingsnt upon (i) IDC's ability to recreate and duplicate
any Client reported probl em, fi ) Clients: pone! use of the Software as described | in-the documentation or
(iv) Client not making ere oe te any Software: and wv) no non-IDC supported third party
software being involved.
Any maintenance service which is attributable to improper use of the Software shall be charged to Client.
separately, at then prevailing costs as olitline in Section 6.2, plus travel and living expenses at IDC’s
actual cost, subject to the provisions of Section 6.4, provided such travel cost are approved j in advance by
Client in writing.
lf persons other than those authorized by IDC perform unauthorized modifications to the Software, IDC
may, at its option, immediately discontinue service for any such affected Software.
Any release or updates for operating: system or third party software réceived directly by Client from the
Hardware/Third Party Software manufacturer shall be coordinated with IDC to insure compatibility with the
ihen current release of the IDC Software. 1DC shall be relieved of responsibility for maintenance and
performance of the IDC’s Software on an operating system release level or update not supported by IDC.
CLIENT RESPONSIBILITY
Vt
Vid
13
11.4
Client, at:no charge to IDC, shall provide iDC access to the Hardware or Software when, in the opinion of
IDC, such access is necessary to enable performance of services hereunder. |DC will comply with Client's
security regulations.
Client shall provide remote data communication access to the Software installed on the
Hardware to énable IDC to conduct remote diagnostic procedures provided IDC complies with Client's
security policies and procedures. Client is required to have Internet access to FTP site for software
upgrades.
The Client shall, at IDC’s request, specify a qualified representative who will be the local point of technical
contact for Software problem resdlution.
Client shall not perform or attampt to parform: “any changes to the Software. covered by this Agreement
during the Coverage Window.
Page 22 of 24
11.5 it shall be the “CLIENTS” responsibility to ensure adequate backups of data and programs are made as a
safeguard. IDC shail provide assistance to Client in the event of data loss or corruption.
11.8 Client is responsible for the proper backup of all data.
42. GENERAL TERMS AND CONDITIONS
12.1 Applicable Charges ~- Client agrees to pay IDC: (i) the charges spacified in this Agreement Gi) [DCs’
reasonable travel and living expenses incurred by JOC personnel for required travel for the provision of the
services hereunder, and (iil) all taxes. however, designated. ‘paid or payable to IDC under this Agreement,
exclusive of taxes based on the net Income of IDC. If any charges under this Agreement are exempt fram sales or
use tax liability, Client shall provide to IDC, upon execution of this Agreement, evidence of tax exemption
acceptable to the relevant taxing authority.
12.2 Confidentiality - iDC will treat as confidential: information sa designated in writing by the Client, (the
“Confidential Information’) and will make the same effort to safequard such information as it dees in protecting its
own proprietary data. This provisions shall not apply to any Confidential information which (s) is already known to
IDC when received, (b) is ar becomes publicly known through publication or otherwise and through no wrongful act
of IDC, (c) is received froma third party without similar restriction and without breach of this Agreement, (d) is
disclosed by third party without similar restriction.
12.3 Ownership - IDC shall retain all rights in all materials developed by 1DC 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.
12.4 Non-Solicitation ~ Both parties agree not to- ‘knowingly solicit for employment, without the prior written
consent of the other party, 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,
12.5 Waiver - The failure of either party to exercise any of its rights or to enforcé 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:
12.6 Headings - ‘The headings in this Agreement are for purposes of reference only and shail not limit or affect
any of the terms hereof.
12.7 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 payment was due.
12.8 Relationship - Nothing contained in this Agreement shall be construed to imply a parinership, joint venture or
principal and agent relationship between IDC and Client and neither party shall have any right, power or authority
to create any obligation, express or implied, on behalf of the other party:
128 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.
Page 23 of 24
42.16 Notices - Any notices required or permitted to be made or given to either party nereto will be- sufficiently
made or given on the date of mailing, via certified mail or overnight delivery, 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 to the other party:
interware Development Company, Inc.
199 Route 101: Building 7A; POB 6240
Amberst, NH 03031 Street
Atty: President
Client:
The City of Nashua
229 Main Street:
Nashua, NH 03060
Attn: Patricia Piecuch, City Clark.
12.141 Hold Harmiess - Each party (as. “Indemmifor’). shall hold harmless and indemnify the other party(as
“Indemnitee") from all damages to the other party's tangible property and from.all claims and liability for personal
injuries, including death, to the extent caused by the negligence or willful misconduct of their respective agents,
employees, or representatives. Indemnitee shall promptly notify tndeminitor 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 indemnitor 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
attomeys' fees. Client shall hold IDC harmless anc:indemnify IDC. against any and all data losses or corruption,
which may occur during the operation of the software whether direct, indirect or consequential. it shall be the
"GLIENTS” responsibility to ensure adequate backups of data and programs are made as a safeguard. IDC shall
provide assistance to Client in the event of data loss or corruption
42:42 tn njunctive Relief ~ Client acknowledges that the breach of any of its obligations under Section 12.3 may be
likely to cause or threaten irréparable harm to IDC and. accordingly, Client agrees that in such event. IDC. shall be
entitled to equitable relief to. protect its interest therein, including but not limited to. preli minary and permanent
injunctive relief.
12.13 Order of Precetience - If there is any conflict among ihe provisions of this Agreement and the License
Agreement, Appendix A, the provisions-of the License Agreement shall control
12.14. Appendices - The following attached appendices shall by this reference become an integral part of this
Agreement,
APPENDIX D - Licanse Agreement
12.15 Force Wajeure - Neither party shall be liable for any delay in-or failure of performance due to any cause or
condition beyond its reasonable control, whether foreseeable or not.
42.16 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 lirnited to, 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 nereto, executed by both patties 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 relating to the work.
18.
14.
Page 24 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 Hillsborough County or in the New Hampshire 9" Circuit Court situate in
Nashue, New Hampshire and not elsewhere:
WARRANTIES IDC warrants that it will perform maintenance services in accordance with the terms and
conditions of this Amendment. IDC MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT WITH
RESPECT TO THE SERVICES, TECHNICAL INFORMATION OR TECHNICAL ASSISTANCE PROVIDED BY
IDC PURSUANT TO THIS AGREEMENT.
LIMITATION OF REMEDIES IDC's entire liability for breach of the maintenance obligations described herein for
any cause or action whatsoever and, regardiess of the form of action (inc! uding negligence) shall be limitedto the
Client's actual direct damages not to exceed the Maintenance Charges paid under ihe Agreement during the
immediately preceding twelve (12) month period. IN NO EVENT SHALL IDC, {TS OFFICERS, AGENTS AND
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.
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 Development Company, inc, ‘The City of Nashua .
By: ts Lyyial Let f~ Se Eo By:
Name: SandraJ Rowe ~ Name:
Title: President Title:
Date. @- ff 7 Date:
THE CITY OF NASHUA “The Cate City"
Financial Services
Purchasine Department
September 27, 2018
Memo #19-073
TO: MAYOR DONCHESS
FINANCE COMMITTEE
SUBJECT: PURCHASE OF CISCO NETWORK UPGRADE (VALUE: $16,574)
DEPARTMENT: 122 INFORMATION TECHNOLOGY; FUND: GENERAL
Please see the attached communication from Bruce Codagnone, CIO/IT Division Director, dated September 18,
2018 for information related to this purchase.
Pursuant to § 5-92 information Technology Division participation in purchasing process. For major purchases and
contracts solicited in Accordance with § 5-78 which include computers or communications equipment or related
software, including but not limited to workstations, servers, surveillance equipment and wired and wireless
transmission equipment, the Information Technology Division shall participate in the purchasing process, providing
advice, input and recommendations, which are so noted on the attached memo from Bruce Codagnone.
The CIO/IT Division Director and the Purchasing Department recommends the award of this purchase in the
amount of $16,574 to Custom Computer Specialists, Inc. of Hauppauge, NY.
Respegtfully,
eat
ZC Z
Wy aL LE net
Dan Kooken
Purchasing Manager
Ce: B.Codagnone J. Graziano
229 Main Street e Nashua, New Hampshire 03061 © Phone (603) 589-3330 « Fax (603) 589-3233
