Finance Committee

applicant for employment is qualified. Service Provider 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.

" Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Service Provider or
anyone employed, directed, or supervised by Service Provider.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or

future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Service Provider's principals, officers, employees, agents, sub
Service Providers, consultants, vendors, or suppliers are expressly recognized to be within
Service Provider's control.

than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders or subcontracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign
to the City any orders or subcontracts specified in the notice, and revoke
agreements specified in the notice.

Except as provided in this paragraph, Service Provider shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
City, in its sole discretion, determines that time is critical or public health and safety are of
concern. Any verbal approval shall be confirmed in writing as soon as practicable. Any change

3. STANDARD OF CARE. Service Provider shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed
under this contract. Service Provider warrants that all work shall be performed with the degree
of professional skill, care, diligence, and sound practices and judgment that are normally
exercised by recognized professional firms with respect to services of a similar nature. It shall
be the duty of Service Provider to assure at its own expense that all work is technically

EXHIBIT A
GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS

1. DEFINITIONS. Unless otherwise required by the context, "Service Provider” includes
any of the Service Provider's consultants, sub consultants, Service Providers, and sub Service

Providers

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to

be legally bound thereby.
City of Nashua, NH Consultant: Wagsys LLC
(signature)
Gunther Heinzel
James W. Donchess Chief Operating Officer
(print name)
Date
_ Mayor
(title)
Date: / i]

Page 7 of 21

Nashua, NH 03060

WAGSYS LLC REPRESENTATIVE:
Wagsys LLC

Attn: William Gau, Project Manager

67 Seybolt Avenue

Otisville, NY 10963

Ref: City of Nashua

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed
_ to be given to and received by the addressee thereof on the third business day after being deposited
in the mail. The City or Service Provider may change the address or representative by giving

written notice to the other party.

Page 6 of 21

City of Nashua
Attn: Accounts Payable PO Box 2019
Nashua, NH 03061-2019

Attention: Dan Kooken, Purchasing Manager

email: AccountsPayable@nashuanh.gov

With a copy to:

Bruce R. Codagnone, CIO/IT Division Director
229 Main Street

Nashua, NH 03060

Email: codagnoneb@nashuanh.gov

The City's contract/purchase order (P.O.) number given on the notice to proceed must be

referenced on any invoice submitted for payment.