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Finance Committee - Agenda - 7/15/2020 - P20

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
20
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

12.

13.

14.

15.

Ry

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.

Professional Contractor 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 the Professional Contractor or anyone employed, directed, or supervised by
Professional Contractor.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Contractor
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, attorney’s fees, costs and expenses of any kind or nature in any manner
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 Professional Contractor or of anyone
acting under its direction or control or on its behalf in connection with or incidental to the
performance of this contract. Professional Contractor’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.

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 Professional Contractor 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 Professional Contractor shail 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 Professional Contractor. Professional Contractor shail have no claim of any
sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Professional Contractor's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Professional
CONTRACTOR to submit additional information. Unless the City of Nashua, in its sole
discretion, decides otherwise, the City of Nashua shall pay Professional Contractor in full within
30 days of approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Contractor, 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. Professional Contractor 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.

GC 7ofll

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Finance Committee - Agenda - 7/15/2020 - P20

Finance Committee - Agenda - 7/15/2020 - P21

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
21
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

16.

17.

18.

19,

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Professional Contractor agrees to the following terms. Professional
Contractor will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Professional Contractor agrees to take affirmative action to employ,
advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including but
not limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff, termination, rates of pay, or other forms of compensation and selection for training, including
apprenticeship.

Without limitation of the foregoing, Professional Contractor's attention is directed to “Title
41”Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to
Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

Professional Contractor agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, Contractors, and sub
Contractors to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Professional Contractor under this contract.

In connection with the performance of work under this contract, Professional Contractor agrees not
to discriminate against any employee or applicant for employment because of race, creed, 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.

Professional Contractor agrees, if applicable, to insert these provisions in all subcontracts, except
for subcontracts for standard commercial supplies or raw materials. Any violation of any
applicable provision by Professional Contractor shall constitute a material breach of the contract.

ENDORSEMENT Professional Contractor shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Professional Contractor or under its direction as required under the laws of the State of New
Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Contractor 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.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Professional Contractor related to this contract shall be subject to
inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, the Administrative Services Division, Corporation Counsel, and, if applicable,
the Comptroller General of the United States, or any authorized representative of those entities.

GC 8 of 11

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Finance Committee - Agenda - 7/15/2020 - P21

Finance Committee - Agenda - 7/15/2020 - P22

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
22
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

21,

other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Contractor in the performance of its obligations under this contract shall be the exclusive property
of the City of Nashua and aii such materials shall be remitted and delivered, at Professional
Contractor's expense, by Professional Contractor to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its written
approval to Professional Contractor, any books, reports, studies, photographs, negatives or other
documents, data, drawings or other materials including but not limited to those contained in media
of any sort (¢.g., electronic, magnetic, digital) prepared by or supplied to Professional Contractor
in the performance of its obligations under this contract must be retained by Professional
Contractor for a minimum of four years after final payment is made and all other pending matters
are closed. If, at any time during the retention period, the City of Nashua, in writing, requests any
or all of the materials, then Professional Contractor shall promptly remit and deliver the materials,
at Professional Contractor's expense, to the City of Nashua. Professional Contractor shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance of
Professional Contractor's obligations under this contract without the prior written consent of the
City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Contractor (including those remitted to the City of Nashua by Professional Contractor pursuant to
paragraph 20), unless designated as confidential by a specific statue of the State of New Hampshire,
shall be treated as public records and shall be available for inspection and copying by any person,
or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Professional Contractor in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Professional Contractor. The City of Nashua shall have the right to reproduce any
such materials. Notwithstanding any provision to the contrary contained in this Agreement,
Professional Contractor shall retain sole ownership to its preexisting information including but not
limited to computer programs, software, standard details, figures, templates and specifications to
the extent that Professional Contractor identifies each element of all such information to the City of
Nashua sirnultaneously with the provision of the same

Professional Contractor expressly and indefinitely waives all of its rights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any claims,
demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Professional Contractor
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any material
prepared by or supplied to Professional Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Contractor infringes any patent.

Professional Contractor shall have the right, in order to avoid such claims or actions, to substitute
atits expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided

GC 9 of

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Finance Committee - Agenda - 7/15/2020 - P22

Finance Committee - Agenda - 7/15/2020 - P23

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
23
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

22.

23.

24.

25.

26.

that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Professional Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Professional Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Contractor with a written list
of work not completed. With respect to work listed by the city of Nashua as incomplete,
professional contractor shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Division of Administrative Services, mayor or other designated official accepts and
approves the notice of completion,

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

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.

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.

PROHIBITED INTERESTS Professional Contractor 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.
Professional Contractor 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 Professional Contractor. If any such interest comes to the attention of Professional
Contractor at any time, a full and complete disclosure of the interest shall be immediately made in
writing to the City of Nashua. Professional Contractor also warrants that it presently has no interest
and that it will not acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance of services required to be performed under this contract. Professional
Contractor further warrants that no person having such an interest shall be employed in the
performance of this contract. If City of Nashua determines that a conflict exists and was not
disclosed to the City of Nashua, it may terminate the contract at will or for cause in accordance
with paragraph 8.

In the event Professional Contractor (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City of Nashua
may terminate the contract at will or for cause in accordance with paragraph 8. Upon termination,
Professional Contractor shall refund to the City of Nashua any profits realized under this contract,
and Professional Contractor shall be liable to the City of Nashua for any costs incurred by
the City of Nashua in completing the work described in this contract. At the discretion of the City
of Nashua, these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract,

GC 10 of 11

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Finance Committee - Agenda - 7/15/2020 - P23

Finance Committee - Agenda - 7/15/2020 - P24

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
24
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

27,

28.

29.

30.

31.

Professional Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Professional Contractor 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. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Professional Contractor,
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 Professional Contractor.

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

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 legislature 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
ithe invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Contractor. 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.

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.

GC 11 of 11

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Finance Committee - Agenda - 7/15/2020 - P24

Finance Committee - Agenda - 7/15/2020 - P25

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
25
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

EXHIBIT B to
AGREEMENT
BETWEEN
THE OWNER
AND CONTRACTOR

PROPERTY CARD SCANNING PROPOSAL

SCOPE OF SERVICES, CONTRACT TIME, FEE SCHEDULE PROFESSIONAL
CONTRACTORING SERVICES

This is an exhibit attached to and made part of the Agreement dated July 15, 2020 between
Inception Technologies, Inc (CONTRACTOR) and the City of Nashua, New Hampshire
(OWNER).

This exhibit describes the Scope of Services, Contract Time, and Fee Schedule for the project
known as the Property Card Scanning Proposal.

1.0 Scope of Work

Please see attached.

2.0 C ontract Fixed Fee Schedule

Please see attached.

3.0 Fee Schedule, Compensation and Invoicing

Services shall be billed upon satisfactory completion.
Invoices shall be submitted by Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

the Purchase Order Number.

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Finance Committee - Agenda - 7/15/2020 - P25

Finance Committee - Agenda - 7/15/2020 - P26

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
26
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

©
INCEPTION “e°

ECHNGLOGIES INC.

> Statement of Work

This Statement of Work contains the tasks and responsibilities required for completion of the
conversion/capture processes to be performed by Inception Technologiesfor the customer.
There are assumptions being made as well for this project that could impact pricing if these
change. The following assumptions were made

« Property cards are single page documents with few staples
» Property cards are single sided documents
s Documents will be indexed by Map XXX and Lot XXX with 3 characters for each field

¢ Database with Map, Lot, Street Number, Street Name and Owner will be provided to
minimize data entry

Client Obligations:

» Boxing of documents

° Provide Manifest of documents or folders

« Preparation of documents as described below
« Provide a Point of Contact for the Project

Proposed Workflow:

in order to begin the Document Conversion Process, the customer will need to prepare the files to be
sent out to the Inception Technologies as follows:

Prior to transferring the files to Inception Technologies, it is strongly recommended that the customer
create a manifest detailing the contents of each box. This ensures that the customer will be able to

track which documents Inception Technologieshas to facilitate expedited return of documents if
required.

inception Technologies Operations Management team will work with the customer's project team to
develop a mutually convenient pick-up and delivery schedule. Depending on the time-sensitivity of the
project and the current workload in the Inception Technologies Production Facility, multiple pick-ups
may be scheduled.

Upon receipt of the documents, Inception Technologies will log the total number of boxes in each
shipment, label each box with an ID and record Box ID (at Inception Technologies Imaging facility)
in our Production Control system. The customer can login to our Portal to check the status of a
project or schedule another pickup. Once the boxes are received at our production facility, they are

Quote #RF001345 v3 Page 4 of 10

MLL? G1

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Finance Committee - Agenda - 7/15/2020 - P26

Finance Committee - Agenda - 7/6/2022 - P191

By dnadmin on Sun, 11/06/2022 - 21:47
Document Date
Fri, 07/01/2022 - 09:35
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/06/2022 - 00:00
Page Number
191
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__070620…

Terms and Conditions

1. Definitions. The first page of this Sales Order/Service Agreement is called the Cover Page. The Cover Page and these Terms and Conditions, along with a listing c
additional products on Schedule A (if attached), represent the agreement (the “Agreement’) between Conway Technology Group (“Company”) and the Customer, with
respect to the acquisition of those Products identified on the Cover Page and/or Schedule A. “Products” shall mean the equipment (‘Equipment’) and any software
Throughout this Agreement the words "We," "Our," and 'Us" refer to Company. The words "You" and "Your” refer to the Customer indicated on the reverse.

2. Scope. This Agreement may be executed for:

a) A SALE of Products. If a SALE, Company hereby offers to sell and Customer hereby agrees to purchase those Products in the quantity and for the price indicated
the Cover Page (and/or Schedule A). Payment terms are Cash on Delivery (‘COD’). Alternatively, if Customer has a verifiable credit account in good standing with
Company, Customer may elect to be invoiced for the Products; or

b) A LEASE of Products. If a LEASE, Customer will execute a separate lease agreement which will fund the purchase of the Products in the quantity indicated on the
Cover Page for the benefit of Customer. Upon execution of a lease agreement, the Customer shall be responsible to lessor to satisfy the terms and conditions of the
lease. If, however, a lease agreement cannot be executed within 15 days of Customer’s execution of this Agreement, Customer must immediately pay cash for the
Products or return the Products to Company in Like New condition.

3. Delivery and Installation. Unless specified otherwise on the Cover Page, the Company shall deliver and install the Products at the location specified by Customer
the Cover Page unless: (1) Customer has not made available at that address a suitable place of installation as specified by the Company; or (2) Customer has not ma:
available suitable electrical service in accordance with the Underwriter’s Lab (“UL”) requirements. All risk of loss will transfer to the Customer upon delivery.

4. Taxes. Unless specifically set forth on the Cover Page where indicated, payments are exclusive of all state and local sales, use, excise, privilege and similar taxes.
will pay when due, either directly or to Us upon demand, all taxes, fines and penalties relating to this Agreement that are now or in the future assessed or levied.

5. Limited License to Use Software. Company grants (and is hereby authorized by its licensor’s to grant) you a non-exclusive, non-transferable license to use in the

U.S.: (a) software and accompanying documentation ("Base Software’) only with the Equipment with which it was delivered; and (b) Software that is set forth as a
separate line item in this Agreement (“Application Software’) (including its accompanying documentation), as applicable, for as long as you are current in the payment
all applicable software license fees. "Base Software" and "Application Software" are referred to collectively as "Licensed Software". You have no other rights and may
(1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (2) activate Licensed Software delivered with the Equipment in at
inactivated state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Licensed Software will reside solely with Company and/or its
licensors (who will be considered third-party beneficiaries of this Section). Licensed Software may contain code capable of automatically disabling the Equipment.
Disabling code may be activated if: (x) Company is denied access to periodically reset such code; (y) you are notified of a default under this Agreement; or (z) your
license is terminated or expires. The Base Software license will terminate: (i) if you no longer use or possess the Equipment; or (ii) upon the expiration or termination c
any applicable lease which accompanies this Agreement, unless you have exercised your option to purchase the Equipment. Neither Company nor its licensors warral
that Licensed Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to Licensed
Software/documentation accompanied by a clickwrap or shrink-wrap license agreement or otherwise made subject to a separate license agreement.

6. Warranty. You acknowledge that the Products covered by this Agreement was selected by You based upon Your own judgment. COMPANY MAKES NO

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-
INFRINGEMENT; IMPLIED WARRANTIES OF MERCHANTABILITY; OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND
UNRESERVEDLY EXCLUDED.

7. Limitation of Liability. In no event, shall Company be liable for any indirect, special, incidental, consequential damages, loss of profits, or punitive damages wheth:
based in contract, tort, or any other legal theory and irrespective of whether Company has notice of the possibility of such damages.

8. Default; Remedies. Any of the following events or conditions shall constitute an Event of Default under this Agreement: (a) failure to make payment when due of ar
indebtedness to Company or for the Products, whether or not arising under this Agreement, without notice or demand by Company; (b) breach by You of any obligatio
herein; or (c) if You cease doing business as a going concern. If You default, Company may: (1) require You to immediately pay any remaining unpaid balance of the
Agreement, (2) terminate any and all agreements with You, and/or (3) pursue any other remedy permitted at law or in equity. You agree that any delay or failure of
Company to enforce its rights under this Agreement does not prevent Company from enforcing any such right at a later time. All of Company's rights and remedies
survive the termination of this Agreement.

9. Indemnification. You are responsible for and agree to indemnify and hold Us harmless from, any and all (a) losses, damages, penalties, claims, suits and actions

(collectively, “Claims”), whether based on a theory of contract, tort, strict liability of otherwise caused by or related to Your use or possession of the Products, and (b) é
costs and attorneys’ fees incurred by Us relating to such claim.

10. Electronic Execution. An electronically transmitted version of this Agreement may be considered the original and You will not have the right to challenge in court
authenticity or binding effect of any faxed or scanned copy or signature thereon.

11. Miscellaneous. (a) Choice of Law. This Agreement shall be governed by the laws of the State of New Hampshire (without regard to the conflict of laws or principle
such states); (b) Jury Trial. YOU EXPRESSLY WAIVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT; (c) Entire
Agreement. This Agreement constitutes the entire agreement between the parties with regards to the subject matter herein and supersedes all prior agreements,
proposals or negotiations, whether oral or written; (d) Enforceability. If any provision of this Agreement is unenforceable, illegal or invalid, the remaining provisions will
remain in full force and effect; (e) Amendments. This Agreement may not be amended or modified except by a writing signed by the parties; provided You agree that v

ara aitharizad that natiea ta Vai ta ciunnhs miecina infarmatian ar earract ahuviaiic arrare nravidad that eich channaa daac nat matarialh: altar Vaur ahlinatinne: ff

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Finance Committee - Agenda - 7/6/2022 - P191

Finance Committee - Agenda - 7/15/2020 - P27

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
27
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

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INCEPTION

ECHNOLOGIES INC.

logged into our Production Control System and processed as follows:

Document Preparation:

Documents must first be prepared to make them “scan ready". Inception Technologies personne! will
remove any fasteners or clips, align documents, identify and tag illegible documents, and tape ripped
documents with clear Scotch tape. Because some pages will be of various sizes Inception
Technologies staff will, where appropriate, tape smaller pages to an 8 12" x 11” piece of paper to ensure
uniformity at the scanner stations. All sticky notes and other non-standard pages will be prepared and
scanned unless they are biank, in which case they will be removed and discarded.

Document Scanning:

The documents will be scanned at 200 Dots per Inch (200 DPI). These procedures involve analyzing
the documents to be scanned to determine the correct threshold to yield the best image, scanning the
documents, creating a PDF image and utilizing Perfect Page processing software to enhance the
scanned image to assure the highest possible quality for each image.

Quality Control:

Inception Technologies personnel will review each image captured to verify image quality and data
integrity. Objectives for this review include Readability, Skew, Border removal, Multi-Page feeds, and
Document Separation. If any errors are found, Inception Technologieswill re-scan these documents,
ensuring that all pages scanned are of consistently high quality.

Docum ndexing/Verification:

Inception Technologieswill manually tag each document/folder. Customer has specified that the
documents wili need to be tagged/indexed. The indexing structure will be based on Company, Year,
and Vendor.

est:
Upon the completion of the Indexing Process, Inception Technologieswill create a series of

Image Files and upload image to an External USB Hard drive or CD/DVD's. inception could host
documents in our Doctanium Cloud Services to provide online search and retrieval of documents.

Document Di i

Upon the completion of any conversion project, Inception Technologies provides all clients with 60
days of free document storage of the original Documents. Prior to beginning any conversion project,
Inception Technologiesrequires that the customer determine the eventual disposition of the files.
Options include having the documents returned, transitioned for long-term storage, or securely
destroyed.

Pee 5 of 10
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Finance Committee - Agenda - 7/15/2020 - P27

Finance Committee - Agenda - 7/15/2020 - P28

By dnadmin on Mon, 11/07/2022 - 13:28
Document Date
Fri, 07/10/2020 - 15:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/15/2020 - 00:00
Page Number
28
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__071520…

_o
INCEPTION “e®

ECHNOLOGIES INC y

Ail of inception Technologies employees are focused on maintaining the highest Jevel of physical and
digital security possible. We constantly review and test our physical security procedures and network
vulnerability to ensure that all documents and data are safe and highly secure. Below are the
processes and security controls we incorporate.

Security

uction Site Physical Securl
Our production facility is located in a modern, 6,000 square foot, fully alarmed building with 16
Camera’s providing full video coverage of the facility and your documents. Documents are secured
each night in a segregated area of our facility. All locks are coded and require a valid code to enter
into each area. Our security locks audit and tracks each entry into an area.

Inception Technologies Production Control System

The inception Technologies Production Contral System (PCS) individually tracks each box as they
move through the production process. All boxes of incoming documents or media are logged and a
label is printed to track each box as it moves through the imaging process.

Data Security

Inception Technolagies employs the following procedures for maximum security of our customers’
confidential information:

« Employment of Dual redundant RAID 5 server configuration

e File servers in production are located in a secure data center with limited access to select IT staff
only.

« All production servers and workstations are monitored and protected by our state-of-the-art
firewall and intrusion monitoring and reporting systems. In addition, all servers and workstations
are protected with antivirus software.

« Employee access to client data is tightly controlled at both the application level and fite access
level.

« Database information in process is password protected at both the Client and Server levels

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Finance Committee - Agenda - 7/15/2020 - P28

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