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A Xerox Company

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| Delivery Date: TBD

Sales Order

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|Company: City Of Nashua CO257:100912 |Company: | City Of Nashua CO257:100912
|DUNS # 26059233 iContact: |Dan McMullen
Address: 229 Main St Address: See below and attached lease agreement
Address 2: Address 2:
{CityiStZIP: — |Nashua, NH 03060 City/StiZIP. — |Nashua, NH 03060
Phone/Fax 603-589-3183 Phone/Fax 603-589-3183
Salesperson P.O. # Tax Exempt # Terms Territory
Emma Humphrey >; Major Accoun
Quantity Equipment Description Serial # Unit Price Total
60 Month FMV Lease: 487.50/month
Includes the fallowing machines and monthly cost by location:
|Wastewater Treatment Plant
Xerox AltaLink C8135H with Office Finisher & Fax: $118.91/month $1,426.904r | $ 7,134.60
|Motor Vehicle Department
Xerox VersaLink C405 & additional paper tray: $18.95/month $227.40)" |$ 1,137.00
ICS Office
Xerox AltaLink C8135H with Office Finisher & Fax: $118.91/month $1,426.90hr |$ 7,134.60
City Hall Assessing Basement
Xerox AltaLink CB135H with Office Finisher: $112.67/month $1,352.04 | $ 6,760.20
3rd Floor Legal
Xerox AltaLink BB145 w/Office Finisher & Fax: $118.06/montt $1,417. 72/yr | $ 7,083.60
Service:
Service: $.0055/ B&W Copy & $.055/Colar Copy on all
copiers & $.01/ B&W Copy & $.08/Color copy for the C405
All Inclusive Service covers: toner, drums, fuser units, rollers,
on site, repairs, remote helpdesk support, loaners, parts,
|staples and supplies, except paper. Rates fixed for the term
[of the lease. _ _
| Beginning Copy Count: Sub Total] $ 29,250.00
{EQUIPMENT TRADED IN: Setup, Delivery & Installation
Model: Serial # Trade-In
Lease Co.: © Customer Trade-In- 6 Compdiitive Buautz. © Lease Trade-In Sub Totall $ 29,250.00
|EQUIPMENT TRADED IN: SalesTax 0.00% | $ :
Model: Serial # TOTAL] $ 29,250.00
Lease Co.: © Customer Trade-In O Compdtitive Hieasgt#: O Lease Trade-In Deposit
_ _ BALANCE OUE $ 29,250.00
ACCEPTED BY CONWAY TECHNOLOGY GROUP CUSTOMER SIGNATURE
py, Pecan Caricisr arg, 4/5/2022 By —
AUTHORIZED SIGNER
B : C eron Title: Regional Sales Manager |Name (print): Title:
Nashua 10 Capitol Street, Nashua, NH 03063 600-343-7777
IMPORTANT: TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE OF THIS FORM ARE INCORPORATED HEREIN BY REFERENCE

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 fo 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 seli 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 tc 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 retum 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 availab‘e at that address a suitabie 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 ar
inactivated state; or (3) allow others to engage in same. Title to, and all intelectual 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 ¢
any applicable lease which accompanies this Agreement, unless you have exercised your option to purchase the Equipment. Neither Company nor its licensors warrat
that Licensed Software will be free from errors or thal its operat‘on 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 cr demand by Company; (b) breach by You of any obligatio
herein; or (c) if You cease doing business as a going concem. If You default, Company may: (1) require You to mmediately 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) «
costs and attomeys’ fees incurred by Us relating to such claim,

10. Electronic Execution. An electronically transmitted version of this Agreement may be considered the cnginal 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 ss 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

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AeroniFinanctes Services LLC Xx e rox S. \

Norwalk, CT 06851 ip

NON-APPROPRIATIONS AMENDMENT

This is an amendment, dated and effective as of , to that certain Agreement #

(“Agreement”) between City of Nashua , (“Customer”) and

Xerox Financial Services LLC. All capitalized but undefined terms used in this Amendment shall have the

meanings set forth in the Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties,
the parties agree to amend the Agreement as follows:

Non-Appropriation. Your obligation to remit the Payments and any other amounts due is contingent upon
approval of the appropriation of funds by your governing body, In the event funds are not appropriated for any
forthcoming fiscal period equal to amounts due under the Agreement, and you have no other funds legally
available to be allocated to the payment of your obligations hereunder, you may terminate the Agreement
effective on the first day of such forthcoming fiscal period (“Termination Date”) if: (a) you have used due
diligence to exhaust all funds legally available, and (b) XFS has received written notice from you at least 30 days
before the Termination Date. At XFS’s request, you shall promptly provide supplemental documentation as to
such non-appropriation. Upon the occurrence of such non-appropriation, you shall not be obligated for any
Payment for any forthcoming fiscal period for which funds have not been so appropriated, and you shall
promptly return the Equipment as set forth in the return provisions of this Agreement.

ACKNOWLEDGED AND ACCEPTED:

Customer:

Authorized Signor:

Name/Title:

Date:

Xerox Financial Services LLC

Accepted by:

Name/Title:

Date:

XFS-Non Appropriations addendum-04.05.2018

Jim Donchess

Mayor e City of Nashua
To: Board of Aldermen
From: Mayor Jim Donchess
Date: June 29, 2022
Re: Multi-Year Contract Award — Copier Lease & Maintenance

Pursuant to NRO: § 5-74/B: Acontract that extends from the current fiscal year into succeeding
fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the
City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the Juty 6, 2022 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: Risk Management software upgrade from Riskmaster 7.1 client hosted
to Corporation Assure Claims SaaS hosted

Value: $47,516 per year for 3 years and a $8,428 one-time set up charge to
total $142,548

Vendor: Computer Sciences Corporation

Purchasing Memo#: 23-301 dated June 29, 2022

Contract Term: 9/1/22-8/31/25

Thank you.

229 Main Street » PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 + fax 603.594.3450 + NashuaMayor@NashuaNH.gov
www. NashuaNH.gov

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

June 29, 2022
Memo #23-301

TO: Mayor Donchess
Finance Committee

SUBJECT: Software Upgrade in the amount not to exceed $150,976 funded from 71228 Computer
Software for $8,428 and 54407 Software Maintenance for $142,548/General Fund

Please see attached communications from Jason Toohey, IT Project/Development Manager, dated June 24,
2022 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Risk Management software upgrade from Riskmaster 7.1 client hosted to
Corporation Assure Claims SaaS hosted

Value: 547,516 per year for 3 years and a $8,428 one-time set up charge to total $142,548

Vendor: Computer Sciences Corporation

Department: 122 Information Technology
Source Fund: 71228 Computer Software & 54407 Software Maintenance / General Fund

Ordinance: Pursuant to § 5-84 Special purchase procedures. A/(5) Purchases from a sole
manufacturer, where it is determined to be more efficient and economical to
reduce costs of maintenance of additional repair parts, supplies or services.

The Administrative Services Division: Information Technology, and the Purchasing Department
respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: N Miseirvitch
J Graziano

City of Nashua

Information Technology Department (603) 589-3300
Administrative Services Division Fax (603) 594-3434
229 Main Street - Nashua, NH 03060

To: Ms. Kelly Parkinson
Purchasing Manager, City of Nashua
229 Main St
Nashua, NH 03061-2019

Date: June 24, 2022
Re: CSC - Assure Claims Access Work Order
Ms. Parkinson,

The Information Technology Department needs to upgrade the City’s Risk Management software
from Computer Science Corporation (CSC) RiskMaster 7.1 — client hosted, to Computer Science
Corporation (CSC) Assure Claims — SaaS hosted. The reason for the upgrade is due to the following;
SQL 2003 server that the operating system resides on is no longer supported by Microsoft, the XP
operating system that the client is installed on is no longer supported by Microsoft, and the
RiskMaster 7.1 version is no longer supported by CSC.

The City of Nashua will pay CSC an annual access fee {to access Assure Claims — Saas Hosted) of
$47,516.00 per year for the period of 9/01/22 to 8/31/25 (CSC will invoice the City of Nashua on an
annual basis at the commencement of each term) and a one-time set-up fee of $8,428.00 for
Amazon Web Services and Sisense Reporting. Please refer to Work Order No.6 (attached) for terms
of the Master Services Agreement and Termination Amendment to Addendum — MESA (Addendum
No.6)

The Information Technology Department recommends the Master Services Agreement with
Computer Sciences Corporation (CSC) in the amount of $47,516.00 per year for the period 9/01/22
to 8/31/25 with one-time set-up fee of $8428.00 for Amazon Web Services and Sisense Reporting.

This 3-year contact is being procured using NRO Sec 5-84 (A) (4) Special Purchase Procedures which
follows the existing contract with this vendor.

Funding is available in 122 Information Technology,Computer Software 22.1.550 — 71228 for the
set-up fee of $8428.00 and 122 Information Technology, Software Maintenance, account 22.1.535
— 54407 for the annual maintenance fee of $47,516.00.

Sincerely,

Jason Toohey

Project/Development Manager, Information Technology

Cc: Kimberly Kleiner, Director of Administrat-ve Services

TERMINATION AMENDMENT TO

Addendum — MESA (Addendum No. 6)

This Termination Amendment cffective March 8, 2022 ("Termination Amendment") to Addendum -
MESA (Addendum No.6) dated September 1, 2018 (“Addendum”) is by and between Computer Sciences
Corporation (“CSC”) and City of Nashua (“Customer”) and made a part of and incorporated into the
Master Services Agreement dated effective June 28, 2002, as amended (“Agreement”) by and between CSC
and Customer. In the event that any provision of this Termination Amendment, and any provision of the
Addendum is inconsistent or conflicting, the inconsistent or conflicting provision of this Termination
Amendment shall be and shall constitute an amendment of the Addendum and shall control, but only to the
extent that such provision is inconsistent or conflicting with the Termination Amendment.

WHEREAS, CSC and Customer entered into the Addendum for providing MESA for the period September
1, 2018 through August 31, 2023 (“Term”);

WHEREAS, Customer desires to terminate the MESA and simultaneously execute an Assure Claims
Access Work Order;

WHEREAS, CSC consents to the termination of the MESA;

NOW THEREFORE, CSC and Customer agree as follows:

l. The Addendum shall terminate effective September 1, 2022. CSC’s obligation to provide the
MESA services shall cease September 1, 2022. Customer agrees to remit all fees, if any, due to
CSC pursuant to the MESA through August 31, 2022 upon execution of this Termination

Amendment.

2. As a condition precedent to this Termination Amendment, Customer shall execute the Assure
Claims Access Work Order for the period September 1, 2022 through August 31, 2025.

3. Termination of the MESA does not relieve either party of any obligations through the date of

termination nor those obligations which survive termination.

(signature page follows)

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The parties certify by their undersigned authorized agents that they have read this Termination Amendment
and agree to be bound by its terms and conditions.

csc Customer
Computer Sciences Corporation City of Nashua

By: Lawrence. Stir By:

(Authorized Signature) (Authorized Signature)
(in non-black ink, please) (in non-black ink, please)

Lawrence Stern

(Name) (Name)
General Manager, P&C Insurance

(Title) (Title)

4/05/2022
(Date) (Date)
2

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CONTRACT FOR PROFESSIONAL SERVICES

A CONTRACT BETWEEN

THE CITY OF NASHUA
229 MAIN STREET, CITY HALL, NASHUA, NH 03060

AND
IPARAMETRICS, LLC

and its successors, transferees and assignees (together “Professional Consultant”)

NAME AND/OR COMPANY OF PROFESSIONAL CONSULTANT

6515 SHILOH ROAD SUITE 200, ALPHARETTA, GA 30005

ADDRESS OF PROFESSIONAL CONSULTANT

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from
time to time requires the services of a Professional Consultant ; and

WHEREAS, it is deemed that the services of a Professional Consultant herein specified are
both necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Professional Consultant represents they are duly qualified, equipped, staffed,
ready, willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually
agree as follows:

1, DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein
and are made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B--Scope of Work

The Contract represents the entire and integrated agreement between the parties and supersedes
prior negotiations, proposals, representations or agreements, either written or oral. Any other
documents which are not listed in this Article are not part of the Contract,

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a
written change order and/or fully executed City of Nashua Purchase Order, the terms of this
Agreement, the written change order or the fully executed City of Nashua Purchase Order shall
control over the terms of the Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Professional
Consultant shall furnish all services, equipment, and materials and shall perform all operations
necessary and required to carry out and perform in accordance with the terms and conditions of
the contract the work described.

AG lof4

Work Order No. 6

Assure Claims Access Work Order

This Assure Claims Access Work Order (“Work Order”) is deemed effective March 8, 2022 (“Effective Date’’)
and is by and between Computer Sciences Corporation, a DXC Technology company (“CSC”) and City of
Nashua (“Customer”) and incorporated into the Master Services Agreement by and between CSC and Customer
dated as of June 28, 2002 and any amendments thereto (the “Agreement”). All capitalized terms herein shall have
the same meaning as specified in the Agreement unless otherwise specified.

1.

Definitions and CSC Address
Definitions — The following words and phrases shall have the following meanings in this Work Order.

Affiliate — shall mean any direct or indirect subsidiary of Customer for so long as the subsidiary remains
an Affiliate of Customer.

Authorized Company — Those companies utilizing the Software so long as it is an Affiliate of Customer.

Current Base Software - the most current version of the Software as maintained by CSC in its offices
and as described in the Documentation.

Customer — for purposes of the Work Order, Customer shall be deemed to include any Authorized
Company.

Customer Specific Non-Conformity - Non-conformity that is caused by the following: use of the Software
by Customer not in material conformity with the Documentation, incorrect or incomplete data or input
provided by Customer for the Software; and use with the Software of any modifications other than indicated
or authorized by CSC.

Documentation - the user guides and other instructional and reference materials distributed by CSC with
the Software and such guides and materials updated and redistributed by CSC from time to time.

Module —functionality that is separately licensed by CSC that can be utilized with the Software that is not
functionality previously provided to Customer or derived from the previously provided Software pursuant
to this Work Order.

Non-Conformity - any failure of the Software to operate in conformity with the most recent edition of the
Documentation distributed by CSC to Customer to which such failure relates.

Software — means the System and Third-Party Software utilized by the System to which Customer is
granted access hereunder including the procedures, rules routines, machine readable source code and
object code associated therewith, as the same may be modified, updated, upgraded, enhanced, improved
or customized by way of Services or otherwise. Software is defined in Section 2 below.

Service - means installation, training, consulting, project management, data conversion, custom
programming, Support Services, and hosting services provided by CSC.

Support Services - those Updatcs and Upgrades sct forth hercin for which Customer has contracted for
support.

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