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Work Order No. 6

System — CSC's Assure Claims as more fully set forth in Exhibit B.

Third Party Software - means the third-party software provided to Customer by CSC for use with the
Software and listed herein, the terms of which are agreed to by Customer in writing in advance of CSC
providing same to Customer. From time to time, CSC may provide Customer with additional Third-Party
Software for selected functionalities to be used with the Software. CSC reserves the right to remove or
replace such Third-Party Software, at CSC’s sole discretion, upon thirty (30) days advance notice to
Customer. Customer will make reasonable efforts to accommodate any replacement, at CSC’s sole cost and
expense. The Third-Party Software may only be utilized with the Software identified herein.

Update - revisions or additions to the Software which are intended to correct errors, improve efficiency
or to incorporate additional or alternative functionality, but do not constitute substantial additional or
alternative functionality, as customarily indicated by a change to the number to the right of the decimal
in the version number, for example, Version 18.1 updated to Version 18.2.

Upgrade - a new release of the Software that incorporates substantial additional or alternative
functionality, as customarily indicated by a change to the number to the left of the decimal in the version
number, for example, Version 18.2 upgraded to Version 19.1.

1. CSC Address:

Computer Sciences Corporation
20408 Bashan Drive, Suite 231
Ashbum, VA 20147

2. Description of Software:

Customer will be granted access to Assure Claims Software. The Software consists of an assembly of
computer programs including (i) the Documentation and (ii) the compiled and/or executable object code
to the Software and Third-Party Software. The Software will be hosted by CSC in accordance with the
terms and conditions set forth in Exhibit A. The Third-Party Software is listed in Exhibit D.

3, Services:

At Customer’s request, CSC shall make available CSC personnel for implementation, training, interfaces
and project management during the term of this Work Order, as further provided in a project plan as
mutually agreed between the parties. CSC and Customer agree that the implementation scope
(“Implementation Scope"’) shall be as set forth in Exhibit C and at the rates set forth therein.

4. Start Date: Effective Date.
5. Documentation: Documentation is available on-line within the Software.
6. Operating Environment: See Exhibit A attached hereto.

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Work Order No. 6

Fees:
(a) Customer shall pay CSC an annual access fee for the following period equal to:
«= 9/01/22 to 8/31/25: $47,516.00 per year
CSC will invoice Customer on an annual basis at the commencement of each term.

(b) AWS (Amazon Web Services) and Sisense Setup fee - $8,428.00 (due prior to AWS implementation).
(c) Hosting Services (Exhibit A): Included within the fees set forth in Section 7(a) above.

(d) Services Fees — provided at the rate as set forth in Exhibit C.

CPI index annual increase: Not applicable to this Work Order.

Term of Work Order: As set out in Section 7(a) herein.

Expenses:

Travel expenses: Customer shall pay CSC for all pre-approved reasonable expenses incurred by CSC in
the performance of Scrvices including, but not ncccssarily limited to travel, living and out-of-pocket
expenses of CSC employees incurred pursuant to this agreement. All travel by CSC personnel shall
comply with CSC's then current standard travel and expense policy, a copy of which shall be provided to
Customer upon Customer's request. Customer shall pre-approve all CSC travel expenses.

Scope of Software Access Grant:

(a) Customer has the right to use the Software to process claims related to the internal operations or the
financial services offerings of Customer. Customer shall not use the Software to process the data of
any non-affiliated third party, such as providing service bureau or outsourcing services. Furthermore,
Customer shall not make the Software available for use by any third party other than Customer
authorized third party contractors and agents. Notwithstanding the foregoing, the access right grant
described herein shall extend to subcontractors of Customer provided each subcontractor is using the
Software for Customer’s sole benefit and in accordance with the Work Order.

(b) Customer acknowledges that the Software is to be used only as a tool in assisting Customer in
managing its own business and the Software is not intended to replace the judgment of Customer or its
employees in making decisions regarding Customer’s business operations and its obligations to its
customers.

(c) CSC is providing Customer with the Third-Party Software listed in Exhibit D as part of the Software.
Customer may use any Third-Party Software provided by CSC hereunder in object code format solely
in connection with and through the Software, and in accordance with the terms and conditions of this
Work Order and any such additional terms and conditions provided by CSC and agreed to by Customer
in writing. Customer shall not use any Third-Party Softwarc named in Exhibit D for any other purpose
whatsoever.

(d} During the term of this Work Order, no morc than oncc per year, upon two weeks advance written
notice, CSC shall have the right to access the Software, using a method acceptable to Customer, to
verify that Customer is using the Software in compliance with the terms of Section 1 1(a) of this Work
Order. During the term of this Work Order, Customer shall maintain reasonable records

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Work Order No. 6

regarding the use of the Software by Customer and provide CSC with copies of such records upon
request at CSC’s sole cost and expense.

(e) CSC represents and warrants that (i) it is the owner of the entire right, title and interest in and to, or has
valid license rights in and to, the Software, (ii) it has the right to grant the licenses granted to Customer
for the Third-Party Software hereunder, and (iii) it has not granted any license to any other entity that
would restrict the rights granted to Customer hereunder.

CSC shall indemnify and hold Customer harmless from and against all losses, claims, damages,
liabilities and expenses arising out of or relating to any allegation that the Software, or Customer’s use
thereof as permitted in this Work Order, infringes any copyright, trademark rights patent right
(including patent application), trade name, mask-work right, trade secret or any other intellectual
property right of any third party provided that Customer notifies CSC in writing within a reasonable
time of the receipt by Customer of any such claim or notice of any such claim, provided such failure
to timely notify does not jeopardize CSC’s right to defend and permits CSC upon request, and at
CSC's cost and expense, to assume and control the defense or settlement thereof. At Customer’s cost,
Customer shall have the right to participate in any proceedings, with its own counsel. Customer agrees
to cooperate with CSC in every reasonable manner in the defense of such claim.

(f) THIS WORK ORDER DOES NOT GRANT A LICENSE TO CUSTOMER FOR THE SYSTEM.
CUSTOMER IS GRANTED A LIMITED TERM LICENSE TO THE THIRD-PARTY SOFTWARE
IN ACCORDANCE WITH THE TERMS OF THIS WORK ORDER AND SUBJECT TO THE
TERMS AND CONDITIONS CONTAINED HEREIN.

Support Services:

CSC shall provide Customer with the following Support Services for the term of this Work Order, if, as and
when the Software is utilized by Customer pursuant to this Work Order. Customer shall use these Support
Services in accordance with any customer support guide that CSC provides to Customer:

(a) Re-release of the Current Base Software. CSC will keep on file at its facilities a copy of the most
recent version of the Current Base Software and Documentation for which the testing process has been
completed.

(b) Updates and Upgrades. During the term of this Work Order, CSC may update the Software from
time-to-time with Updates. Updates will not include modules or additional third-party software that are
licensed separately by CSC. At its sole discretion, CSC will also apply all Upgrades, if and when
commercially available, to upgrade the Software to the new Current Base Software.

(c) Response Center. During the term of this Work Order, CSC shall operate a response center at its
facilities to provide supported users of the Software with assistance in using the Software and in reporting
and resolving problems (“Help Desk”). The CSC response center will be staffed by personnel
knowledgeable about the Software. Customer’s internal help desk staff and other designated personnel
shall be entitled to contact the Help Desk at any time during the Help Desk hours noted below, to report
problems with the Software and request assistance. CSC may also make certain assistance available to
Customer electronically. Customer’s help desk staff and other designated personnel will provide CSC any
other available information and reasonable assistance needed to diagnose reported Non-Conformities. CSC
will diagnose Customer-reported Non-Conformities. The Help Desk can address: (i) submission
questions; (ii) user account information; (iii) connectivity; (iv) browser issues and upgrades; (v)
administration issues; and (vi) Help Desk services is limited to system technical issues. Help Desk hours
of operation are 8:00 am to 7:00 pm eastern time Monday through Friday excluding CSC holidays. Help
Desk services do not include training. Software service level guidelines are provided in Section 12(d)
below.

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Work Order No. 6

(d) Non-Conformity Correction. CSC shall prioritize all Non-Conformities in accordance with its
impact on Customer’s operations as set forth below. Without further charge, other than for Customer
Specific Non-Conformities and generally in accordance with such priority, CSC shall make such
modifications as are required to correct reported Non-Conformities using the Current Base Software and
CSC test data. CSC may assign a new priority to the Non-Conformity after research if the initial
description was not accurate or after provision of a manual method of working around the Non-
Conformity if such method lessens the impact of the Non-Conformity. CSC will maintain internal
guidelines providing for levels of technical expertise and management involvement that increase with the
priority of the reported Non-Conformity and the time elapsed since the Non-Conformity was reported.
There shall be two categories for Non-Conformity correction as defined below:

1. Critical
Definition - Production use of the Software is not possible or no method of manually working
around a Nonconformity exists. Customer requires resolution urgently due to financial, legal
and public risk exposure.
Target Action - Initial response within one (1) business hour. Resource assigned immediately
thereafter. CSC will use all commercially reasonable efforts to implement a resolution within
twenty-four hours of notice to CSC.

2. Non- Critical
Definition —- Any Nonconformity that is not Critical
Target Action - Initial response within two (2) business hours. Resource assigned within one
business day thereafter. CSC will use commercially reasonable efforts to implement a
resolution as soon as possible.

* Critical requires that a Customer resource be available and remain available until the issue is
resolved.

(e) Customer-Specific Non-Conformity. If a reported Non-Conformity is determined to be a
Customer-Specific Non-Conformity, then if the Non-Conformity would be fixed as a result of Customer
utilizing the Software in accordance with the Documentation, then Customer shall be obligated to do so.

Dated as of executed by the authorized representatives of Customer and CSC noted below.

Computer Sciences Corporation City of Nashua
By. Ldwrence Stan By:

Name: Lawrence Stern Name:

Title: General Manager, P&C Insurance Title:

Date: 4/05/2022 Date:

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Work Order No. 6

Exhibit A
Hosting Services

1. Overview

CSC will provide server hardware and Software and provide web hosting, server hosting, project management,
monitoring and connection to the World Wide Web. This document outlines responsibilities and ongoing services
provided by CSC in accordance with the Work Order.

2. Generally

CSC will provide Customer access to the Software on a shared CSC supplied server environment in a multi tenant
configuration. A “multi-tenant” configuration refers to the Assure Claims web application server. The database
and reporting servers are shared. Customer will remotely access the server(s) that will be maintained at Amazon
Web Services through a series of web pages and web enabled distributed client graphical user interface reserved
specifically for Customer (the ‘“‘Website”) on the World Wide Web portion of the Internet.

3, Software Access

The Software shall be accessible by Customer via the World Wide Web through an encrypted SSL connection to
the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance, and except
for any loss or interruption of the hosting services due to causes beyond the control of CSC or not reasonably
foreseeable by CSC, including but not limited to, interruption or failure of telecommunication or digital
transmission links and Internet slow-downs or failure.

Each authorized user will access the Website/application using a separate user ID and password. With respect to
the Website, CSC shall have the sole responsibility for intrusion detection, virus protection and the security of the
environment, including but not limited to, integrity of the Software, the operating systems, communications and
Customer’ data. CSC and Customer shall mutually agree as to the entity responsible for creation, maintenance
and security of user IDs and passwords.

4, License & Proprietary Rights

The Website may contain unique materials relating to Customer’s business and provided to CSC by Customer for
incorporation in the Website, including names, trademarks, images, photographs, illustrations, data, or other
Customer unique text (“Customer Content”). Customer Content shall be considered Customer’s Confidential
Information. All of the Customer Content shall remain the sole and exclusive property of Customer, including,
without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Customer
hereby grants CSC a non-exclusive, royalty-free license during the term of this Work Order, to edit, modify, adapt,
copy, exhibit, display, and otherwise use the Customer Content as necessary solely and exclusively for performing
the Services for Customer under this Work Order. All other materials developed solely by CSC under this Work
Order or otherwise previously developed by CSC and provided by CSC hereunder, including, but not limited to,
any CSC Software in object code or source code, script, programming code, data, HTML script, or other
information or ideas developed solely by CSC under this Work Order or otherwise previously developed by CSC
and provided by CSC hereunder shall remain CSC’s sole and exclusive property, as set forth in the Work Order ,
including, without limitation, all CSC copyrights, trademarks, patents, trade secrets and any other proprietary
rights. During the term of Work Order , CSC may acquire, know, or have within its possession the Customer
Content and certain other non-public proprietary and confidential Customer business data and information
(collectively, "Customer Confidential Information"). Such Customer Confidential Information may include, but
not be limited to, information protected by the attorncy-clicnt privilege and work product prepared in anticipation
of litigation. It may also include, but not be limited to, data regarding customer lists, customer personal
information, forms, documents, manuals, financial information, strategic plans and forecasts,

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Work Order No. 6

marketing plans and forecasts computer software (including without limitation, source code, object code and
manuals}, Customer billing or order information, technical information regarding Customer’ products or services,
prices offered to or paid by Customer, future development and expansion or contraction plans of Customer, sales
and marketing plans and techniques, information concerning personnel assignments and operations of Customer
and matters concerning the financial affairs, future plans and management of Customer. CSC agrees to take
reasonable efforts, consistent with the efforts it takes to protect its own Confidential Information, to protect the
confidentiality of Customer Confidential Information and shall not except where required by law, disclose, or use
other than as permitted by this Work Order, Customer Confidential Information without Customer’s prior written
consent. In the event of breach or a threatened breach of this section, Customer shall have the right to seek specific
performance and to seek injunctive relief in addition to any and all other remedies and rights at law or in equity,
and such rights and remedies shall be cumulative. This section shall survive the termination of this Work Order ,
regardless of the cause of termination.

During the term of the Work Order, CSC grants Customer a limited, nonexclusive, nontransferable right to access
and use the Website in accordance with the provisions of the Agreement, the Work Order, and this Work Order.
Customer acknowledges and agrees that CSC is in the business of designing and hosting databases and that nothing
in this Work Order shall be construcd to prevent CSC from providing to third parties services which arc the same
and/or similar to the Services provided hereunder, or from using or otherwise exploiting the CSC Confidential
Information or other materials developed solely by CSC and used in performing the Services hereunder, provided
that CSC does not breach its obligations with respect to the Customer Confidential Information, or otherwise use
or infringe Customer’s Intellectual Property Rights. Notwithstanding the foregoing, CSC shall not use any
materials, that are developed as part of the Services and are specific to Customer’s business, for any other customer
of CSC.

5. Installation of Updates and Upgrades

Updates may include correction of Nonconformities. During the term, CSC will install all Updates and all
Upgrades at no additional charge to Customer.

6. Scheduled Maintenance

CSC, unless as otherwise mutually agreed by Customer, may undertake scheduled maintenance of its or their
production facility systems between the hours of Sunday 12:01 AM to Sunday 6:00 AM eastern time each week.

7. Disaster Recovery

CSC disaster recovery and backup plans are in place for all customers. The systems are maintained 24 hours per
day with CSC personnel on-call in the event of an emergency. Backups are kept electronically in an alternate data
center to support restoration or disaster recovery operations. These guidelines minimize the amount of down time
CSC may experience in the event of disaster or catastrophic occurrence. Backups are made daily, weekly, monthly,
quarterly, semi-annually, and annually. Backup storage is managed by an automated system that generates dataset
history and is audited internally and externally. Plans are executed annually. There is off site disaster recovery as
well as contracted disaster recovery. The current disaster recovery plan relies on cold backups at varying locations,
for company owned data centers. For customers utilizing an AWS solution disaster recovery includes a 12-hour
return to operations and a 4 hours recovery point objective. CSC does not employ mirroring of production data.
The maximum amount of data lost it a complete disaster is 4 hours.

Normal Backups - Backups using industry standard backup software and methodologies are taken each night.
Once per week, a full backup will be taken of each server. On all other nights, an incremental backup is taken

incorporating all files changed since the previous full backup was taken. Additional backups can be scheduled
upon 24-hour notice from Customer, including any special procedures.

Database Backups - AWS the CloudEndure product is used to store backups at an alternate AWS location to

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Work Order No. 6

support defined disaster recovery. This allows for a return to operation of not greater than 12 hours and recovery
point objective (maximum potential data loss) of not greater than 4 hours.

Special Backups - Whenever significant upgrades or fixes are planned for any server, CSC uses imaging
technology to take a snapshot of the current server. In the event the planned upgrade or fix malfunctions, the
image file can be quickly restored to the server, putting it back to its exact state prior to the changes. This allows
us a quick way to image a server and restore it without having to restore the last full tape, and then apply the
incremental tapes. Additional image snapshots can be scheduled upon 24-hour notice from Customer, including
any special procedures.

8. AWS Requirements

Acceptable Use Policy. CSC may suspend the hosting services immediately upon notice to Customer in the event
CSC reasonably determines that Customer (i) is not in compliance with AWS’ Acceptable Use Policy
(https:/‘aws.amazon.com/aup/); or (ii) Customer’s use of the hosting services (A) poses a security risk to or may
adversely impact the cloud infrastructure or any other client of the cloud service provider, or (B) may subject CSC
or any third party to liability. CSC will use reasonable efforts to restore Customer’s access to the hosting services
once Customer has resolved the problem giving rise to the suspension.

Physical Audits, Security Audits and Inspections. Notwithstanding any provisions in the Work Order, the AWS
environment is not subject to physical audits, security audits and inspections unless the audit is (i) required by
applicable laws.regulations, and (ii) the audit is performed by the regulator.

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Work Order No. 6

EXHIBIT B

SOFTWARE / HELP DESK

Assure Claims includes:

e Riskmaster version: 7

e Line of business -
o General Claims
o Vehicle Accidents
o Workers compensation
e 6 Named Assure Claims User licenses
e Sisense reporting (new) 2 Report Creators, 20 viewers
e Data Analytics /MMSEA:DIS (*newly added)

Assumptions

e All version Upgrades, service packs and updates are handled by CSC, not Customer.

e Assure Claims is a completely hosted solution by CSC. Customer incurs no hardware costs in the utilization
of this software solution.

e 3" Party Interface is not included.

e Further expansion, additional modules and additional users can be added at any time. The costs for these
additions wil] be provided at CSC standard rates.

e Data conversion services are out of scope for this Work Order. If Customer desires these services, they will
be provided under a separate work order at a mutually agreed upon rate.

e Interfaces and/or modifications are not permitted within the Service.

e The above pricing estimates are based on assumptions CSC has made after review of Customer’s
requirements during the demo. Should further information be obtained during Analysis, a PCR
(project change control) might be needed.

e Assumes Customer is moving to latest version of Assure Claims in a multi-tenant environment.

e Customer will utilize new Assure Claims Analytics (Sisense) Reporting Tool. Customer is currently
using Sortmaster.

e Hosting Upgrades must be requested via CSC Hosting team.

e Client has confirmed SQL.

e Lines of business: GL, Auto, WC.

e Additional storage can be purchased for $.1.00 / per 1GB ~ per month in blocks of 100.

e Claims or Events do not contain unusually large attachments, i.e., video, image, or audio files.
Average size of attachments should not exceed 100 KB.

e Total file storage should be under 100GB.

e A test server is included. It is assumed that the test server will be available 25% of the time. Ifa
full-time test server is required, Customer will be charged an additional $600 per month.

e There are no additional charges for having interfaces however there may be additional charges for
analysis to ensure that no changes are required for being placed in the hosting facility.

e Interfaces may be automated, semi-automated or run manually by either Customer or CSC. There
are separate charges to assist in automating or running interfaces on behalf of Customer.

e Transfer of data is via SFTP.

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Work Order No. 6

Users will connect to the database via an Internet connection.

Hosting estimates are based on up to 6 users.

Annual costs can increase by cpi %% per year after term has expired.

Includes SQL 2012 or higher Standard Edition. There is an additional charge for SQL 2012
Enterprise.

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DESCRIPTION OF WORK:

PLEASE SEE ATTACHED SCOPE OF WORK IN EXHIBIT B

3. PERIOD OF PERFORMANCE. Professional Consultant shall perform and complete all work by _

December 31, 2026 which date shall only be altered by mutually approved written
agreement to extend the period of performance or by termination in accordance with the terms of
the contract. Professional Consultant shall begin performance upon receipt of an Executed
Contract and a valid Purchase Order issued from the City of Nashua.

4. COMPENSATION. Professional Consultant agrees to perform the work for a total cost not to
exceed ($200,000.00_}

The Contract Sum shall include all items and services necessary for the proper execution and
completion of the Work.

Unless Professional Consultant has received a written exemption from the City of Nashua,
Professional Consultant shall submit monthly requests for payment for services performed under
this agreement in accordance with the values stated in the Agreement. Such requests shall be
supported by such data substantiating the Professional Consultant’s right to payment as the City
of Nashua may reasonably require. Professional Consultant shall submit monthly requests for
payment for services performed under this agreement shall be submitted as follows:

> Electronically via email to VendorAPInvoices@NashuaNH.gov

OR
> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please_do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua
requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month
and must include a detailed summary of the expenditures reported in a form that supports the
approved budget. Specifically, Professional Consultant agrees to provide the following with each
request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number,

a listing of personnel hours and billing rates, and other expenditures for which payment is
sought.

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