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Kleiner, Kimberly

From: Kleiner, Kimberly

Sent: Friday, June 3, 2022 4:32 PM

To: ‘Carl Nylen’; Andruskevich, Pamela; Miseirvitch, Nick; jay.guarneri@pennichuck.com;
dawn.lavacchia@pennichuck.com

Subject: RE: Esri Enterprise Agreement Renewal

Good Afternoon,

After speaking with Pennichuck leadership, we have decided to continue with a single agreement for one more contract
cycle.

Please issue the contract renewal! and invoice when available.

Thank you,
Kim

Kim Kleiner | Administrative Services Director

City of Nashua — Administrative Services Division

Assessing, Benefits, GIS, Human Resources, Information Technology, Payroll, Purchasing, Risk Mgmt.

229 Main Street, Nashua, NH 03060
Tel. (603) 589-3025

From: Carl Nylen <cnylen@esri.com>

Sent: Friday, May 13, 2022 7:19 PM

To: Kleiner, Kimberly <kleinerk@nashuanh.gov>; Andruskevich, Pamela <PamelaA@nashuanh.gov>; Miseirvitch, Nick
<MiseirvitchN@nashuanh.gov>; jay.guarneri@pennichuck.com; dawn.lavacchia@pennichuck.com

Subject: Re: Esri Enterprise Agreement Renewal

CAUTION: This email came from outside of the organization. Do not click links/open attachments if source is
unknown.

Kim, Nick, Pam, Jay and Dawn,

As discussed, | confirmed the costs to maintain a single Enterprise Agreement for the City of Nashua and Pennichuck.
Those costs should be as follows:

- Cost of EA for City of 50,000-100,000 = $55,000
- Cost of Pennichuck, non-City, connections = $9,872 (35% of the Small Utility EA Annual Fee based on non-City
connection count of 14,000 out of 39,000)

EA AddOns:

- GeoEvent Server = $6,000
- ArcGIS Hub Premium = $11,000

Summary of Comparison Costs should be:

Single Agreement Separate Agreements
City Pennichuck
Base EA $64,872 $55,000 $27,500
Add-Ons $17,000 $11,000 $6,000
Total $81,872 $66,000 $33,500
Dawn, Jay,

The costs for the additional licensing you requested are as follows:
* Cost per Additional Utility Network User = $100/license (cost is 50% discount due to EA)
e Cost per Additional Creator User = $250/license (cost is 50% discount due to EA)

Please let me know if you need any additional information or if there is anything else | can do to support your decision
process.

-Car|

Carl Nylen | cnylen@esri.com

Esri | 35 Village Rd, STE 501 | Middleton, MA 01949 | USA
O 978 777 4543 x8449 | M978 764 2034

www.esri.com | Boston Office Hub

THE SCIENCE OF WHERE™
ESRI USER CONFERENCE \ffy-<.-

July 11-15, 2022 | San Diego, California

From: Carl Nylen <cnylen@esri.com>

Date: Thursday, May 12, 2022 at 6:03 PM

To: "VeinoD @nashuanh.gov" <VeinoD@nashuanh.gov>, "Kleiner, Kimberly" <kleinerk@nashuanh.gov>,
"Andruskevich, Pamela" <PamelaA@nashuanh.gov>, "Miseirvitch, Nick" <MiseirvitchN@nashuanh.gov>,
"iay.guarneri@pennichuck.com" <jay.guarneri@pennichuck.com>, "dawn.lavacchia@pennichuck.com"
<dawn.lavacchia@pennichuck.com>

Subject: Re: Esri Enterprise Agreement Renewal

Kim, Nick, Pam, Jay and Dawn,

Thank you again for the time yesterday. Attached are the slides | showed with details on the Enterprise Agreement.
| should have the information on the cost of continuing a single agreement (City + Pennichuck) shortly.

-Carl

Carl Nylen | cnylen@esri.com | esri.com
O 978 777 4543 x8449 | M978 764 2034

THE SCIENCE OF WHERE™

From: VeinoD @nashuanh.gov

When: 3:00 PM - 4:00 PM May 11, 2022

Subject: Esri Enterprise Agreement Renewal

Location: https://usO2web.zoom.us/j/88027260803 ?pwd=MIVoeVIOYOs2 Ung3aDhYb2hjczNxZz09

Kim Kleiner is inviting you to a scheduled Zoom meeting.

Join Zoom Meeting
https://us0O2web.zoom.us/j/88027260803?pwd=MI1VoeVIOY 0s2Ung3aDhY b2hjczNxZz09 [us02web.zoom.us]

Meeting ID: 880 2726 0803

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F ay i THE CITY CHF NASHUA “Tre Gase ny

Economie Development

To: L. Wilshire, President
From: T. Cummings, Director
Ce: Members of the Board of Aldermen

Date: June 9, 2022

Re: Communication — Approval & Place on File A Contract Amendment for Professional
Engineering Services related to the Nashua Downtown Riverfront Implementation Project
VHB, Inc. For Water Street Design Services

The Tax Increment Financing Development Program and Financing Plan adopted by the Board
through the passage of O-18 -006, states that the City Economic Development Director shall be
the Administrator of the District and shall have the power to, inter alia, “negotiate and sign,
upon the approval of the Board of Aldermen, any contracts relative to the design, engineering,
construction, or operations of any phase or component of the activities proposed under this
Plan.”

A copy of the Professional Engineering Services Contract related to the Nashua Downtown
Riverfront Implementation Project with VHB, Inc., along with Exhibits outlining the scope and
basis for fees as previously approved is attached. As shown the contract is the City’s standard
Professional Engineer services contract.

The current contract for environmental permitting has a Purchase Order issued for $225,365.00
(P.O. 170965) to VHB for permitting. The attached contract amendment is for design services
for Water Street work. The total figure for this effort is $26,730.00. The total Purchase Order
will now read $252,095.00 once this amendment is approved. The source of funds is the TIF
account created to implement the downtown riverfront project.

Pursuant to NRO §5-91 relative to Contract Amendments and in conforming with the Tax
Increment Financing Development Program and Financing Plan, I am requesting the approval of
the Board of Aldermen for the award of the attached contract amendment of $26,730.00.

CONTRACT FOR PROFESSIONAL SERVICES

A CONTRACT BETWEEN

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

AND

Vanasse Hangen Brustlin, Inc. (VHB)

NAME AND TITLE OF PROFESSIONAL ENGINEER

2 BEDFORD FARMS DRIVE, SUITE 200
BEDFORD, NH 03110

ADDRESS OF PROFESSIONAL ENGINEER

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

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

WHEREAS, Professional Engineer 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 & Fee from the Proposal Dated 06/09/22
Exhibit C — Executed VHB Contract April 27, 2022

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 Engineer 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 | of 3

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work by December
31, 2022 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 Engineer shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City

of Nashua.

4. COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to exceed
Dollars ( $26,730.00.)

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

Unless Professional Engineer has received a written exemption from the City of Nashua, Professional
Engineer 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 Engineer s right to payment as the City of Nashua may reasonably require.
Professional Engineer 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 donot 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 shal! 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 Engineer agrees to provide the following with each request for payment:

|. 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 scught.

2. A progress report. The report shall include, for each monthly reporting period, a description of
the work accomplished, problems experienced, upcoming work, any extra work carried out, and a
schedule showing actual expenditures billed for the period, cumulative total expenditures billed
and paid to date under the contract, and a comparison of cumulative total expenditures billed and

paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional Engineer. The City of
Nashua will pay Professional Engineer within 30 days of approval by the City of Nashua of the submitted
invoice forms and progress reports. The City of Nashua will make no payments until the invoice forms and
progress reports have been submitted and approved.

AG lof3

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless approved
by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall
be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid,
and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings Robin Bousa

Director of Economic Development Vanasse Hangen Brustlin Inc. (VHB)
City of Nashua 2 Bedford Farms Dr. Suite 200

Bedford, NH 03110

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 of Nashua or Professional Engineer may change the address or representative by giving written
notice to the other party.

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

City of Nashua, NH (signature) Vanasse Hangen Brustlin, Inc. (signature)
Tim Cummings, Dir. Econ, Dev, Robin Bousa, Managing Director
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 3of3

sa DR A & WY BH

Exnuisit A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS
STANDARD OF CARE

CITY OF NASH'A REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR

DISCREPANCIES
TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS

SEVER ABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LAW AND VENUE

TIME IS OF THE ESSENCE

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General Terms and. Conditions

DEFINITIONS Unless otherwise required by the context, "Professional Engineer”, and _ its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL ENGINEER STATUS The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this contract is between the City of Nashua and Professional Engineer, and
nothing in this contract shall create any contractual relationship between the City of Nashua and
Professional Engineer's consultants, sub consultants, contractors, or subcontractors. The parties
also agree that Professional Engineer is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of the
City of Nashua;

(4) Participation or contributions by either the Professional Engineer or the City of
Nashua to the public employee’s retirement system;

{5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Professional Engineer shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.
Professional Engineer 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 Professional
Engineer to assure at its own expense that all work is technically sound and in conformance with
all applicable federal, state, and local laws, statutes, regulations, ordinances, orders, or other
requirements. In addition to all other rights which the City of Nashua may have, Professional
Engineer shall, at its own expense and without additional compensation, re-perform work to correct
or revise any defictencies, omissions, or errors in the work or the product of the work or which
result from Professional Engineer’s failure to perform in accordance with this standard of care. Any
approval by the City of Nashua of any products or services furnished or used by Professional
Engineer shall not in any way relieve Professional Engineer of the responsibility for professional
and technical accuracy and adequacy of its work. City of Nashua review, approval, or acceptance
of, or payment for any of Professional Engineer's work under this contract shall not operate as a
waiver of any of the City of Nashua's rights or causes of action under this contract, and Professional
Engineer shall be and remain liable in accordance with the terms of the contract and applicable law.

Professtonal Engineer shall furnish competent and skilled personnel to perform the work under this
contract. The City of Nashua reserves the right to approve key personnel assigned by Professional
Engineer to perform work under this contract. Approved key personnel shall not be taken off of
the project by Professional Engineer without the prior written approval of the City of Nashua,
except in the event of termination of employment. Professional Engineer shall, if requested to do
so by the City of Nashua. remove from the job any personnel whom the City of Nashua determines
to be incompetent, dishonest, or uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by

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Professional Engineer, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be
performed, either increasing or decreasing the scope, character, or cost of Professional Engineer's
performance under the contract. Professional Engineer shall provide to the City of Nashua within
10 calendar days, a written proposal for accomplishing the change. The proposal for a change shall
provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks,
for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then
determine in writing if Professional Engineer should proceed with any or all of the proposed
change. !f the change causes an increase or a decrease in Professional Engineer's cost or time
required for performance of the contract as a whole, an equitable adjustment shall be made and the
contract accordingly modified in writing. Any claim of Professional Engineer for adjustment under
this clause shall be asserted in writing within 30 days of the date the City of Nashua notified
Professional Engineer of the change.

When Professional Engineer seeks changes, Professional Engineer shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the City
of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Professional Engineer should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Engineer shall implement no change unless the
City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, 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 undertaken without prior City of Nashua approval shall not be
compensated and is, at the City of Nashua's election, sufficient reason for contract termination.

CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Professional Engineer in the performance of its work under this contract and that such
personnel will be available to Professional Engineer for consultation at reasonable times and after
being given sufficient advance notice that will prevent conflict with their other responsibilities.
The City of Nashua also agrees to provide Professional Engineer with access to City of Nashua
records in a reasonable time and manner and to schedule items that require action by the Board of
Public Works and Finance Committee in a timely manner. The City of Nashua and Professional
Engineer also agree to attend all meetings called by the City of Nashua or Professional Engineer to
discuss the work under the Contract, and that Professional Engineer may elect to conduct and record
such meetings and shall later distribute prepared minutes of the meeting to the City of Nashua.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Engineer warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing,
and has concluded that the City of Nashua's resolution of each matter is satisfactory to Professional
Engineer. All future questions Professional Engineer may have concerning interpretation or
clarification of this contract shall be submitted in writing to the City of Nashua within 10 calendar
days of their arising. The writing shall state clearly and in full detail the basis for Professional
Engineer's question or position. The City of Nashua representative shall render a decision within
15 calendar days. The City of Nashua's decision on the matter is final. Any work affected by a
conflict, error, omission, or discrepancy which has been performed by Professional Engineer prior
to having received the City of Nashua's resolution shall be at Professional Engineer's risk and
expense. At all times, Professional Engineer shall carry on the work under this contract and

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