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10.

11.

as described above within 30 days, the parties may request that the dispute be submitted to the Board
of Aldermen for resolution. If the parties are dissatisfied with the decision of the Board of Aldermen,
the parties’ reserve the right to pursue any available legal and/or equitable remedies for any breaches
of this contract except as that right may be limited by the terms of this contract.

NO DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation, or
adjustment of any kind shall be made to Professional Consultant for damages because of hindrances
or delays in the progress of the work caused by the city, and Professional Consultant agrees to accept
in full satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

INSURANCE Professional Consultant shall carry and maintain in effect during the performance of
services under this contract:

me General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;

ma="$ 1,000,000 Combined Single Limit Automobile Liability;

m=" $1,000,000 Professional Liability;

me" and Workers' Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$ 100,000.

Professional Consultant shall maintain in effect at all times during the performance under this
contract all specified insurance coverage with insurers. None of the requirements as to types and
limits to be maintained by Professional Consultant are intended to and shall not in any manner limit
or qualify the liabilities and obligations assumed by Professional Consultant under this contract.
The City of Nashua shall not maintain any insurance on behalf of Professional Consultant.
Subcontractors directly hired by Professional Consultant to complete the work under this contract
are subject to the same insurance requirements as Professional Consultant and it shall be the
Professional Consultant’s responsibility to ensure compliance of this requirement.

Professional Consultant will provide the City of Nashua with certificates of insurance for coverage
as listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City of Nashua issues the notice of award. The City of Nashua requires prompt written
notice of cancellation or material change in coverage such that Professional Consultant no longer
complies with this Section 11, provided no such notice is required if Professional Consultant
purchases coverages otherwise in compliance with this Section.. The certificates and endorsements
for each i insurance policy n must be signed by a person authorized by the 1 insurer. General Liability
, A 7 : 7 ed and reflect
on the corlificate of insurance. Professional Consultant i is responsible for filing updated certificates
of insurance with the City of Nashua's Risk Management Department during the life of the contract.

Mi All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.
If aggregate limits of less than $2,000,000 are imposed on bodily injury and property

damage, Professional Consultant must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of insurance.
The specified insurance requirements do not relieve Professional Consultant of
responsibilities or limit the amount of its liability to the City of Nashua as required by this
contract, and Professional Consultant is encouraged to purchase such additional insurance,
as it deems necessary.

GC 6 of 11

Ma= Except for the Professional Liability insurance, the insurance provided herein is primary,
and no insurance held or owned by the City of Nashua shall be called upon to
contribute to aloss required to be covered by Professional Consultant’s insurance
policies hereunder.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Consultant

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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, or reasonable attorney’s fees, ,contributed to in whole or in part, brought against
any of the Indemnitees by reason of any negligent act, omission, or fault or willful misconduct,
whether active or passive, of Professional Consultant 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 Consultant’s indemnity, defense and hold harmless obligations, or portions thereof,
shall not apply to liability to the extent caused by the negligence or willful misconduct of the party
indemnified or heldharmless.

LIMITATION OF LIABILITY

In no event will Professional Consultant be liable to City of Nashua for procurement of substitute
goods or services; lost profits; lost sales; business expenditures; investments; business
commitments; loss of goodwill; or any indirect, special, exemplary, consequential, or incidental
damages arising out of or related to this Agreement, however caused or under any theory of
liability, even if Professional Consultant has been advised of the possibility of such damages.
Professional Consultant's total cumulative liability under this Agreement, from all causes of action
of any kind, will in no event exceed the amount of one-and-one-half times the amount actually paid
by the City of Nashua for Services under this Agreement from which the liability directly arose.

FISCAL CONTINGENCY AI] payments under this contract are contingent upon the availability to the
City of Nashua of the necessary funds. The City of Nashua shall obligate the full funding amount
for the project prior to end of fiscal year.

Nothing in this contract shall be construed to provide Professional Consultant 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 Consultant shall 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 Consultant. Professional Consultant shall have no claim of any sort to the
unexpended funds.

COMPENSATION Review by the City of Nashua of Professional Consultant'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 Consultant
to submit additional information. The City of Nashua shall pay Professional Consultant in full
within 30 days of approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Consultant, 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 Consultant 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. NONDISCRIMINATION If applicable or required under any federal or state
GC 7 of 11

17.

law, statute, regulation, order, or other requirement, Professional Consultant agrees to the following
terms. Professional Consultant 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 Consultant 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 Consultant'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 Consultant agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of work,
and obligation of Professional Consultant under this contract.

In connection with the performance of work under this contract, Professional Consultant 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 Consultant 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 Consultant shall constitute a material breach of the contract.

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

18. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Consultant shall not

19.

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 theparties.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Professional Consultant 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 Board of Aldermen, Corporation Counsel, and, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

GC 8 of 11

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

21.

other documents, 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 Consultant
in the performance of its obligations under this contract shall be the exclusive property of the City
of Nashua and all such materials shall be remitted and delivered, at Professional Consultant's
expense, by Professional Consultant 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 Consultant, any books, reports, studies, photographs, negatives or other documents,
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 Consultant in the performance
of its obligations under this contract must be retained by Professional Consultant 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 Consultant shall promptly remit and deliver the materials, at Professional Consultant's
expense, to the City of Nashua. Professional Consultant shall not use, willingly allow or cause to
have such materials used for any purpose other than the performance of Professional Consultant's
obligations under this contract without the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, PATENTS Professional Consultant expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Professional Consultant
(including those remitted to the City of Nashua by Professional Consultant pursuant to paragraph
20), unless designated as confidential by a specific statute 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, 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 Consultant 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 Consultant. The City of Nashua shall have the right to reproduce any such materials.
Notwithstanding any provision to the contrary contained in this Agreement, Professional Consultant
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 Consultant identifies each element of all such information to the City of Nashua
simultaneously with the provision of the same

Professional Consultant expressly 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. Professional Consultant 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 reasonable 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
Consultant infringes any copyright or that any equipment, material, or process (or any part thereof)
specified by Professional Consultant infringes any patent.

Professional Consultant shall have the right, in order to avoid such claims or actions, to substitute
at its 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 11

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 Consultant 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 Consultant in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Consultant with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Professional Consultant 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 Board of Aldermen or other designated official accepts and approves the notice of
completion.

TAXES Professional Consultant shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Professional Consultant 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 Consultant 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 Consultant warrants that no officer or employee of the City of Nashua has any direct
or indirect interest, whether contractual, non-contractual, financial or otherwise, in this contract or
in the business of Professional Consultant. Ifany such interest comes to the attention of Professional
Consultant at any time, a full and complete disclosure of the interest shall be immediately made in
writing to the City of Nashua. Professional Consultant 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
Consultant 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 Consultant (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 Consultant shall refund to the City of Nashua any profits realized under this contract,
and Professional Consultant 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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29,

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31.

Professional Consultant warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Professional Consultant 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 Consultant,
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 Consultant.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their
nature 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 the
invalidity orunenforceability.

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

GC 11 of 11

EXHIBIT B to AGREEMENT
BETWEEN
OWNER AND
CONSULTANT

ArcGIS Hub and EPV Solution Support
SCOPE OF SERVICES, CONTRACT TIME, FEE SCHEDULE
PROFESSIONAL CONSULTING SERVICES

This is an exhibit attached to and made part of the Agreement dated February 22, 2022
between Environmental Systems Research Institute, Inc. (PROFESSIONAL
CONSULTANT or Esri) and the City of Nashua, New Hampshire (CITY OF
NASHUA).

This exhibit describes the Scope of Services, Contract Time, and Fee Schedule for the
project known as the ArcGIS Upgrade and Configuration Support.

The Basic Services of a CONSULTANT as described in Article 2 of said agreement as
amended and supplemented as follows:

Scope of Work

Activity 1 Revaluation Support

Esri will provide up to 110 hours of consulting and coordination services towards a
Revaluation solution as outlined in the activities below.

Activity 1.1 Data Workflow Support

Esri will provide consulting services to assist Nashua with data management workflows,
focused around their CAMA data and moving it to the GIS. It is anticipated that consulting
services will include the following topics:

* Review of current data migration workflows and assessment of changes that may be
required to support GIS needs related to revaluation efforts

¢ Assist Nashua with development of data migration workflows and potential
automation via scripts using ArcGIS products (Python, ArcGIS API for Python,
etc.)

* Knowledge Transfer of best practices related to GIS data management, as time
allows

Activity 1.2 ArcGIS Insights
Esri will provide consulting services to assist Nashua with configuration and use of one
ArcGIS Insights workbook. It is envisioned that the workbook will focus on tools for better

understanding revaluation data, such as:

¢ Value for similar properties in a neighborhood
* Current vs new assessment values and potential outlier values

It is anticipated that consulting services will include the following topics:

e Completing a resource assessment to determine the available content, data
connections, and user requirements to determine how to apply spatial analytics to
your data using Insights.

e Configuration of Insights based on resource assessment:

o Verifying Nashua’s ArcGIS Enterprise Implementation (on-prem or online)

and determine if any changes need to be made

o Reviewing level of access for Insights users

o Review/configuring utility services to perform analysis

o Assist in enabling data connections from Insights to support data sources
and establish sample data queries

e Knowledge transfer while working with users to:

o Create workbooks

o Add data

o Create maps, charts, and tables

o Interact with cards to perform spatial analysis

e Review and discussion of possible use of Insights for other City needs, as time
allows.

Activity 1.3 External Dashboard

Esri will provide consulting services towards configuring a publicly accessible Assessment
Evaluation dashboard. The dashboard will leverage Nashua’s existing ArcGIS Online
organization and will be used for showing public assessing and sales info by property/parcel.
It is anticipated that consulting services will include the following topics:

* Review of desired data and functionality to include in the dashboard.

¢ Assist Nashua with the design and configuration of a Commercial Off-the-Shelf
(COTS) dashboard to include high priority data sets and capabilities, such as
search and filter on parcel sale and assessment values over multiple years.

* Knowledge transfer on administration and maintenance of the dashboard.

Activity 2 Equitable Property Valuation Solution

Esri will provide up to 75 hours of consulting and coordination services to assist Nashua
with configuration of the ArcGIS Equitable Property Value Solution. It is anticipated that
consulting services will include the following topics:

¢ Assist Nashua with the deployment of the land records Equitable Property Value
Solution. This is anticipated to include configuring the following apps and
associated maps:
o Property Tax Assessment Appeal
o Tax Liability Calculator

* Work with Nashua to configure an ArcGIS Hub initiative page focused around the
Equitable Property Value Solution.

¢ Work with Nashua to prepare data to support solution maps and apps, as time
allows.

Activity 3 ArcGIS Hub Site Configuration Support

Esri will provide up to 60 hours of consulting and coordination services to assist Nashua in
designing and configuring an external ArcGIS Hub landing page, two initiative pages, and an
open data site. This Hub site will serve as a central place for the public to locate GIS maps
and other spatial information. It is anticipated that consulting services will include the
following topics:
¢ Landing page requirements review and validation.
¢ Assist with configuration of ArcGIS Online users and groups, to support ArcGIS
Hub landing page content.
¢ Work with Nashua to configure an ArcGIS Hub landing page using existing
content available at https://www.nashuanh.gov/698/Maps.
¢ Work with Nashua to configure an ArcGIS Hub initiative page focused around the
Revaluation content created in Activity 1.
* Assist Nashua with the initial configuration of an Open Data site and provide
knowledge transfer on how to upload 2-3 representative datasets from existing
Nashua content. Nashua will upload remaining data on their own.
* Discuss best practices related to ArcGIS Hub configuration.
* Assist with configuration of commercial off-the-shelf (COTS) ArcGIS maps and
apps to support Hub Site, as time allows.

Nashua Responsibilities

e Procure necessary Esri software licenses, not included in the Pricing below. Portions
of the Equitable Property Value Solution require Hub Premium, including the
Residential Comp Finder and the Property Tax Assessment Appeal.

e Communicate consulting needs and priorities to the Esri consultant(s)
e Provide appropriate Nashua staff to participate

e Provide the Esri consultant(s) with access to Nashua’s current and historical data (i.e.
2011 — present) and system environment, as necessary.

Assumptions

e Pricing assumes all consulting services will be provided remotely from Esri’s offices
during Esri’s normal business hours and no travel will be required of the Esri
consultant(s).

e Consulting support is limited to Esri commercial-off-the-shelf (COTS) software, and
will not include any non-Esri-based systems.

e Nashua’s ArcGIS Organization is already set up and available to use for the Scope of
Services above.

e sri will not be responsible for data clean-up, if needed.

Contract Time Schedule

The schedule will be mutually agreed upon between Nashua and Esri within 10 days after
contract award with anticipated end date of 7/15/2022.

Fee Schedule, Compensation and Invoicing

The pricing provided below has been estimated based upon an anticipated award of a Time-
and- Materials (T&M) contract. The required labor hours have been estimated based upon
prior experience with work of a similar nature. The total not-to-exceed (NTE) price for the
quoted Scope of Services Activity 1-3 is $82,040.

This price is exclusive of any applicable federal, state and/or local taxes for which Esri may
collect and Nashua shall remain responsible.

Esri anticipates using staff from the Consultant/Project Manager (M1) and GIS
System/Software Developer (S2) labor categories; however, depending on the level of
expertise required to perform certain activities during this engagement, Esri may be required
to utilize other Esri staff members with a different skillset and labor category.

T&M consulting services will be conducted under the following conditions:

e In the event Esri completes the Scope of Services for less than the NTE budget,
Nashua will only be invoiced for the actual hours expended plus ODCs.

e Inthe event Esri reaches the NTE budget limit before the Scope of Services is
completed, Nashua will have the option to either (a) increase the contract funding in
order to allow the work to continue; or (b) instruct Esri to stop work. If Nashua
chooses to stop work, Esri will do so without liability.

e sri reserves the right to reallocate the project funding between Scope of Services
activities and/or ODCs, as necessary to facilitate the work effort, provided the
overall contract price is not exceeded.

All work will be accomplished in accordance with the Scope of Services with the
deliverable being consulting time. If additional work is requested by Nashua in writing
beyond the scope of this quote, Esri will provide an updated quote. Esri will perform and
invoice Services on a time and materials basis using the labor categories and rates specified
for the performance period. Labor will be invoiced on a monthly basis for actual hours
expended during the previous month. Other direct costs (ODCs) will include a fifteen
percent (15%) burden. Invoices are to be paid within 30 days of receipt. This quote is valid
for a period of 90 days from the submittal date above.