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16.

17.

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19.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Independent Contractor agrees to the following terms. Independent
Contractor will not discriminate against any employee or applicant for employment because of
physical cr mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Independent Contractor 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, Independent Contractor'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.

Independent Contractor 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 Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor 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.

Independent Contractor 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 Independent Contractor shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor shall
not 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 the parties.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Independent Contractor 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 Public Works, 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, data, 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 Independent
Contractor 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 Independent
Contractor's expense, by Independent Contractor to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Independent Contractor, any books, reports, studies, photographs, negatives or
other documents, data, 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 Independent
Contractor in the performance of its obligations under this contract must be retained by
Independent Contractor 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 Independent Contractor shall promptly remit and
deliver the materials, at Independent Contractor's expense, to the City of Nashua. Independent
Contractor shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Independent Contractor's obligations under this contract without
the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Independent
Contractor (including those remitted to the City of Nashua by Independent Contractor pursuant to
paragraph 20), unless designated as confidential by a specific statue 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, data, 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 Independent Contractor 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 Independent Contractor. The City of Nashua shall have the right to reproduce any
such materials.

Independent Contractor expressly and indefinitely 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 or of any other nation. Independent
Contractor 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
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 Independent Contractor infringes any
copyright or that any equipment, material, or process (or any part thereof) specified by
Independent Contractor infringes any patent.

Independent Contractor 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
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.

GC 9 of 11

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FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor
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 recetpt of the notice, the City of
Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written
list of work not completed. With respect to work listed by the City of Nashua as incomplete,
Independent Contractor 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 Public Works or other designated official accepts and approves the
notice of completion.

TAXES Independent Contractor 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. Independent Contractor 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 Independent Contractor 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. Independent Contractor warrants that no officer or employee of the City of Nashua has
any direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this
contract or in the business of Independent Contractor. If any such interest comes to the attention
of Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor 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. Independent Contractor 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 Independent Contractor (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, Independent Contractor shall refund to the City of Nashua any profits realized
under this contract, and Independent Contractor 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

on the approach and constraints for soil and groundwater (e.g., dewatered liquid) management
to reduce potential for exposure of workers and the public to known or assumed contaminated
environmental media and to maintain conditions that are protective of human health and the

environment. In developing the plan, VHB will:

¢ Collaborate with the designer (and/or construction manager) to identify areas of
impacted environmental media requiring special handling/management during
construction; and

¢ {dentify management strategies for these media, such as excavation/handling/placement

protocols, stockpile management practices, and reuse/disposal options, as applicable.

The Plan will be provided in draft form to the Client and the New Hampshire Department of
Environmental Services (NHDES) for review/comment. VHB's scope of work provides for one
meeting with the Client and one meeting with the NHDES to review comments and discuss
revisions to the draft SGMP prior to finalization. It should be noted that in preparing the budget
estimate to provide these services, VHB has assumed that the construction manager or
contractor will be responsible for conducting sampling and analysis required for waste profiling
purposes (as may be required for off-site disposal) during construction activities.

COMPENSATION
VHB and its subconsultants will perform this Scope of Services on a time and materials basis.

The estimated Upset Limit for this Scope of Services is $225,365 including labor, overhead,
profit, direct expenses and subconsultants. VHB direct expenses and subconsultants will be
billed at their actual costs without markup. Any permit application fees or impact mitigation fees
are yet to be determined and are assumed to be paid directly by the City and are therefore not

included in this amendment.

VHB $ 211,365.00
Estimated Direct Expenses $ 4,000.00
Allowance for Asbestos Subconsultant (if needed) $ 5,000.00
Allowance for Archaeological Subconsultant (if needed) _ $__5.000.00
TOTAL: $ 225,365.00

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

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 or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Independent Contractor. 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 and not elsewhere.

GC 1 of 11

>) THE CITY OF NASHUA eee

Financial Services

Purchasing Department

May 30, 2019
Memo #19-157

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: | CONTRACT AWARD FOR EMERGENCY NOTIFICATION SYSTEM (VALUE: $66,000
FOR 3 YEARS)
DEPARTMENT 156: EMERGENCY MANAGEMENT; FUND: GENERAL

Please see attached communication from Justin Kates, Emergency Management Director dated May 22,
2019 for the information related to this purchase.

Pursuant to § 5-84 Special purchase procedures A. (3) Purchases which can be procured through
cooperative intergovernmental purchase agreements with other governmental jurisdictions.

This award is contingent upon the BOA approval of the FY2020 Budget.

The Emergency Management Director, the committee and the Purchasing Department recommend the
award of this contract in a total amount of $66,000 for 3 years to OnSolve LLC of Ormand Beach, FL.

iy
Pf oFen Ce

~ ¥ Dan Kooken
Purchasing Manager

Cc: J Kates J Graziano

City of Nashua

Office of Emergency Management Justin Kates, Director
ae 603.722.0288
11 Riverside Street katesi@nashuanh gov

Nashua, New Hampshire 03062

May 22, 2019

TO: DAN KOOKEN
PURCHASING MANAGER

SUBJECT: © CONTRACT AWARD FOR EMERGENCY NOTIFICATION SYSTEM
(VALUE: $66,000)
DEPARTMENT: 156 EMERGENCY MANAGEMENT; FUND: GENERAL
ACCOUNTING CATEGORY: 54 PROPERTY SERVICES

The City has a need to provide notification services to citizens and businesses during emergency and
non-emergency situations. Notification by phone, text message, e-mail, and social media can be widely utilized
across all departments in the City. Experience during the past few emergencies in Nashua have demonstrated the
need for this capability.

An Emergency Notification Committee, including representatives of Emergency Management, Mayor's Office, Police,
Fire, Public Works, Public Health, and Information Technology, met frequently throughout late 2018 and early 2019
to review the City’s existing service for emergency and non-emergency notifications, provided by CodeRED. After
comparing many vendors in the field of notification systems and recognizing the value of retaining our existing caller
database that has grown over the past three years, the committee determined the CodeRED notification system by
OnSolve, LLC provided the best value, and best service for an unlimited access contract. The contract has been
reviewed by our Legal and Risk Management Departments. Two additional services have been added to the contract
at no cost to the City, language translation & true SMS texting.

Pursuant to NRO § 5-84 (A)(3), the new service will contain pricing and be purchased based on co-operative
General Services Administration (GSA) Contract Schedule 70, Contract #GS-35F-0253W, Special Item Number
132-32. Additionally, other supplier pricing was investigated prior to determining this to be best value for the city. The
Emergency Management Director was able to negotiate the standard GSA pricing down approximately 24 percent to
a final cost of $22,000 per year for a three year net contract totaling $66,000. Our contract also provides unlimited
service for Pennichuck Water for their entire service area if they choose to take advantage of it.

Pursuant to NRO § 5-74 (B) which states that a contract 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.

All three years will be funded by as a budgeted item in Department 156 Emergency Management.
Two additional contract addendums are included to provide local access to FEMA’s Integrated Public Alert &

Warning System (IPAWS) and CodeRED’s Weather Warning functionality at no cost for as long as the State of NH
retains a contract for these features as part of their NH Alerts service. These are some of the many benefits to

having a fully interoperable notification service with both the State of NH and the City of Nashua, both utilizing the
CodeRED infrastructure.

The Emergency Management Director and the Emergency Notification Committee recommend awarding the contract
in the amount of $66,660 to OnSolve LLC, Ormond Beach, FL.

Thank You,

Justin Kates

CC: J. Graziano

€) ONSOLVE

SERVICE AGREEMENT
CodeRED®

This Service Agreement (the “Agreement’) by and between Provider (as defined below) and Customer (as defined below) is made as of July 1, 2019
(the “Effective Date”).

SERVICE ORDER

ONSOLVE, LLC

Limited Liability Company
Delaware

780 W. Granada Boulevard
Ormond Beach, FL 32174

City of Nashua
body politic

Provider Name:
Entity Type:
State of Incorporation:
Provider Address:

Provider Information:
(“Provider”)

Customer Name:
Entity Type:

Customer Information:
(“Customer”)

State of Incorporation:
Customer Address:

Business Contact/Title:
Phone:
Email:

New Hampshire
229 Main Street

Nashua, NH 03061

Justin Kates/Emergency Management Director
(603) 722-0288

katesj@nashuanh.gov

Please complete below if the Primary User is different from the Business Contact

Primary User Name:

Phone:

Email:

Unless otherwise specified on a Customer purchase order or below, Provider will send invoices to the Customer Business Contact
address above.

Customer Invoice Name:

Attention:

Address:

City, State, Zip:

Phone:

Email:

Preferred method of receiving invoices: [_] Email L] US Mail

DETAILED SERVICE DESCRIPTION

Initial Term (commencing on Effective Date) Three (3) Years
lf activated, Renewal Term(s) Three (3) Years
CodeRED On-Demand Notification Service - Unlimited
Annual Notification Subscription Fee: $22,000.00
Initial Term Cost for Notification Service: $66,000.00
Additional Features
Commercially Available Data Included
One (1) annual Provider-assisted traditional import for Customer data Included
Annual Foreign Message Translation Subscription Fee included
for up to three (3) languages, as selected on Schedule 1:
Annual CodeRED Weather Warning® Subscription Fee: Included
Annual [PAWS Submission App Subscription Fee: Included
Annual GIS Custom Map Subscription Fee: Included
Annual Cost for all Additional Features: Included
Initial Term Cost for all Additional Features: Included
Annual Subtotal: $22,000.00
Initial Term Subtotal: $66,000.00
May be paid in installments:
Year 1 $22,000.00
ONSOLVE, LLC Page 1 of 5

CONFIDENTIAL AND PROPRIETARY
June 2018 Form

Year 2 $22,000.00
Year3 $22,000.00

Alli amounts are stated in United States Doilars unless specifically indicated otherwise.

GIS (Target Recipients by Geographic Location): City of Nashua, New Hampshire (the “Notification Area”

« Up to 89,999 Recipients. A deviation above 10% in the number of Recipients shall result in increased pricing at Provider's then-current rates.

« Annual Notification Subscription Fee includes Unlimited Message Units per year for Notifications sent via phone, SMS text or email.

« Provider reserves the right to increase the fees for any Renewal Term in an amount not to exceed five percent (5%) of the prior Initial Term or
Renewal Term (as applicable).

| ATTACHMENTS: EXHIBIT A— GENERAL SERVICE DESCRIPTION, EXHIBIT B — TERMS AND CONDITIONS, EXHIBIT C — ACCEPTABLE USE POLICY

ONSOLVE, LLC CUSTOMER: CITY OF NASHUA, NEW HAMPSHIRE
Signed: Signed:
Printed Name: Printed Name:
Title: Title:
Date: Date:
ONSOLVE, LLC Page 2 of 5

CONFIDENTIAL AND PROPRIETARY
June 2018 Form