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Upon receipt of notice of termination for cause, CONTRACTOR shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the OWNER with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract
that is not terminated.

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

5. Not resume work after the effective date of a notice of termination unless and until receipt
of a written notice from the OWNER to resume performance.

In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not
previously paid to CONTRACTOR for work satisfactorily completed in accordance with the
contract prior to the date of the notice, less all previous payments. No amount shall be allowed or
paid for anticipated profit on unperformed services or other unperformed work. Any such payment
may be adjusted to the extent of any additional costs occasioned to the OWNER by reasons of
CONTRACTOR 's failure. CONTRACTOR shall not be relieved of liability to the OWNER for
damages sustained from the failure, and the OWNER may withhold any payment to the
CONTRACTOR until such time as the exact amount of damages due to the OWNER is
determined. All claims for payment by the CONTRACTOR must be submitted to the OWNER
within 30 days of the effective date of the notice of termination.

If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions
of the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to complete or
make sufficient progress on the work in a timely and professional manner, it is determined that
CONTRACTOR had not so failed, the termination shall be deemed to have been a termination at
will. In that event, the OWNER shall, if necessary, make an adjustment in the compensation paid
to CONTRACTOR such that CONTRACTOR receives total compensation in the same amount
as it would have received in the event of a termination-at-will.

GENERAL PROVISIONS FOR TERMINATION

Upon termination of the contract, the OWNER may take over the work and prosecute it to
completion by agreement with another party or otherwise. Upon termination of the contract or in
the event CONTRACTOR shall cease conducting business, the OWNER shall have the right to
solicit applications for employment from any employee of the CONTRACTOR assigned to the
performance of the contract. Neither party shall be considered in default of the 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
CONTRACTOR's principals, officers, employees, agents, subcontractors, sub consultants,
vendors, or suppliers are expressly recognized to be within CONTRACTOR's control.

Page 16 of 12

ARTICLE 16— DISPUTE RESOLUTION

The parties shall attempt to resolve any dispute related to this contract as follows. Either party
shall provide to the other party, in writing and with full documentation to verify and substantiate
its decision, its stated position concerning the dispute. No dispute shall be considered submitted
and no dispute shall be valid under this provision unless and until the submitting party has
delivered the written statement of its position and full documentation to the other party. The
parties shall then attempt to resolve the dispute through good faith efforts and negotiation between
the OWNER Representative and the CONTRACTOR Representative. At all times,
CONTRACTOR shall carry on the work under this contract and maintain and complete work in
accordance with the requirements of the contract or determination or direction of the OWNER. If
the parties are unable to resolve their dispute as described above within 30 days, the parties may
request that the dispute be submitted to the Board of Public Works for resolution. Ifthe parties are
dissatisfied with the decision of the Board of Public Works, the parties’ reserve the nght 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.

ARTICLE 17— 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

ARTICLE 18— MISCELLANEOUS PROVISIONS

1. Neither party to the Contract shall assign the Contract as a whole without written consent
of the other.

2. Tests, inspections and approvals of portions of the Work required by the Contract

Documents or by laws, ordinances, rules, regulations or orders of public authorities having

jurisdiction shall be made at an appropriate time.

If additional testing is required, the CONTRACTOR shall perform these tests.

4. The OWNER shall pay for tests except for testing Work found to be defective for which
the CONTRACTOR shall pay.

te

Page 11 of 12

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) CONTRACTOR (signature)

James Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

Page 12 of 12

R\ THE CITY OF NASHUA “The Gate City

Financial Services

Purchasing Department

July 28, 2016
Memo #17-020

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: ESRI SOFTWARE LICENSE RENEWAL (VALUE: $25,000)
DEPARTMENT: 134 GIS; FUND: GENERAL FUND
ACCOUNTING CLASSIFICATION: 54 PROPERTY SERVICES

Please see attached communication from Angelo Marino, GISP, GIS Manager dated July 20, 2016 for the
information related to this contract award.

Pursuant to § 5-84 Special purchase procedures A. (4) Sole-source procurements, where the proposed
purchase is manufactured by only one company.

The GIS Manager and the Purchasing Department recommend the purchase of this 3 year contract
software license renewal from Esri of Redlands, CA in the amount of $25,000 per year.

Respectfully, . _

~ Dan Kooken
Purchasing Manager

Ce: A Marino J Graziano

229 Main Street « Nashua, New Hampshire 03061 » Phone (603) 589-3330 * Fax (603) 589-3344

Angelo Marino

City of Nashua GIS Manager

GIS Department 603 589-3042
229 Main Street - Nashua, NH 03060

Memo

Date: 7/20/16

To: Daniel Kooken
From: A. Marino

Subj.: Esri license Finance Committee request

Since 2013 the City has had an Enterprise License Agreement with Esri for GIS software
products. This license gives the city the ability to utilize the online products with the ability to
share the GIS maps produced among groups within the City. The attached license agreement is a
three year renewal of this license and provides subscription service as well as the ability to utilize
any software product within the GIS suite of software.

Based on the size of the city the current Enterprise license costs $50,000 and allows us to have a
subscription service which is necessary to publish and share maps and data within Groups created
for our organization. To purchase this license, Esri has again allowed us to partner with
Pennichuck Corporation. The structure of our agreement with Pennichuck will divide all costs and
services for the Enterprise license exactly in half, making the net cost to the City of $25,000 per
year.

The licensing of the software in this manner will enhance GIS services in the City and also allow
us to share information with Pennichuck. Pennichuck has agreed to allow us to use the GIS being
created of their infrastructure which will be shared with all DPW departments. Having this ability
will provide additional information for DPW projects which currently does not exist.

In accordance with § 5-84 A(4) special purchase procedures for sole source procurements, we are

requesting approval of this three-year contract renewal with Esri of Redlands, CA in the amount
of $25,000 per year.

Cc John Griffin Janet Graziano

June 23. 2016

Mr. Angelo Marino
City of Nashua

229 Main St
Nashua, NH 03061

Dear Angelo,

The Esri Small Municipal and County Government Enterprise License Agreement (ELA) is a three-year
agreement thal will grant your organization access to Esri® term license software on an unlimited basis
including maintenance on all software offered through the ELA for the term of the agreement. The ELA
will be effective on the date executed and will require a firm, three-year commitment.

Based on Esrt's work with several organizations similar to yours, we know there is significant potential to
apply geographic information system (GIS) technology in many operational and technical areas within
your organization. For this reason, we believe that your organization will greatly benefit from an
enterprise ficense agreement.

An ELA will provide your organization with numerous benefits including:

= A fower cost per unit for licensed software

=" Substantially reduced administrative and procurement expenses
"Maintenance on all Esri saftware deployed under this agreement

= Complete flexibility to deploy software products when and where needed

The following business terms and conditions will apply:

* All current departments, employees, and in-house contractors of the organization will be eligible
10 use the software and services included inthe ELA.

«If your organization wishes lo acquire and/or maintain any Esri software during the term of the
agreement that is not included in the ELA, it may do so separately at the Esri pricing that ts
generally available for your organization for software and maintenance.

» The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribtition to eligible users.

* The organization will establish a Tier | support center to field calls from internal users of Esti
software. The organization may designate individuals as specified in the ELA who may directly

contact Esri for Tier 2 technical support.

«The organization will provide an annual report of installed Esri software to Esri.

380 Now York Steret 909 795 2BS5
Reiinds, Catifarnia P2373- A100 wsa SMOWeESN Cris estefan

Esrt software and updates that the organization is licensed to use will be automatically available
for downloading.

. The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri

software and services.

The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri’s
Small Municipal and County Government EIA terms and conditions.

Licenses are valid for the term of the ELA.

This program offer is valid for 90 days. Ta complete the agreement within this time frame, please contact
me within the next seven days to work through any questions or concerns you may have. To expedite
your acceptance of this ELA offer:

bo

Sign and return the whole agreement per the instructions in the terms and conditions.

On the first page of the ELA, identify the central point of contact/agreement administrator. The
agreement administrator is the party that will be the contact for management of the software,
administration issues, and general operations, information should include name, title (if
applicable). address, phone number, and e-mail address.

.

In the purchase order, identify the "Ship to” and "Bill to" information for your organization.
Send the purchase order and agreement to the address, email or fax noted below:

Ssri.com
909-307-3083

Esri e-mail: servicer
Atin: Customer Service SG-ELA Tax documents to:
380 New York Street

Redlands. CA 92373-8100

| appreciate the opportunity to present you with this proposal, and | belteve it will bring great benefits to
your organization.

Thank you very much for your consideration.

Joshua Williams

Small Government ELA 2

ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.

35 Village Road Suite 501

Middieton, MA 01949

Phone: (978) 777-4543 Fax: (978) 777-8476
DUNS Number: 06-313-4175 CAGE Code: 0AMS3

To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 05/20/2016 To: 08/18/2016

Quotation # 20488179
Date: May 20, 2016
Customer #152266 Contract #

City of Nashua
Assessing Dept
229 Main St
Nashua, NH 03061

ATTENTION: Angelo Marino
PHONE: (603) 589-3042

FAX: 603-589-3079

Materiai Qty Description Unit Price Total

110037 1 YEAR 1 - Populations of 50,001 to 100,000 Small Government Term 50,000.00 50,000.00
Enterprise License Agreement

110037 4 YEAR 2 - Populations of 50,001 to 100,000 Small Government Term 50,000.00 50,008.00
Enterprise License Agreement

110037 1 YEAR 3 - Populations of 50,001 to 100.000 Small Government Term 50,000.06 50,000.00
Enterprise License Agreement

Item Total: 450,000.00

Subtotal: 450,000.00

Sales Tax: 0.00

Estimated Shipping & Handiing(2 Day Delivery) : 0.00

Contract Pricing Adjust: G.00

Totat: $150,000.00

Esri may charge a fee lo cover expenses related to any customer requirement to use 4 proprietary vendor managemem, procurement, or invoice program

For questions contact: Joshua Williams Emait: jwillams@esri.com

Phone: (978) 777-4543 x8425

The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or. where applicable. Esri's
standard terms and conditions at www.esri.comiegal, which are incorporated by reference. Federal government enlities and government prime
contractors authorized under FAR 51.1 may purchase under the terms of Esti's GSA Federal Supply Schedule. Acceptance is limited to the terns of this
quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be
sent by buyer. All terms of this quotation will be incorporated Inia and become pari of any additional agreement regarding Esri's products and services.

if sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630

WILLIAMSJ This offer is limited to the terms and conditions incorporated and attached herein.

- e Esri tse Oniy:
jie . Cust. Name .
oat i r Cust, #
‘ es I PO #t ————-
Esri Agreement #
Esri, 380 New York St. Redlands, CA 92273-8100 USA - TEL 909-793-2853 » FAX 909-793-5452

SBMEALL ENTERPRISE LICENSE AGRERASATENE
COUNTY AND MUNECIPALITY
(i 2b4-3)}

This Agreement ts by and between the organization identified in the Quotation ("Licensee") and Environmental Systems
Research Institute, Ine. ("Esri").

This Agreement sets forth the terms for Licensee's use of Products and incorporates by reference (i) the Quotation and (ii) the
License Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this
Agreement, the order of precedence for the documents shall be as follows: (1) the Quotation, (ii) this Agreement. and (iii) the
License Agreement. This Agreement shall he governed by and construed in accordance with the laws of the slate in which
Licensee is located without reference to conflict of laws principles, and the USA federal law shall govern in matters of
intellectual property. The modifications and additional rights granted in this Agreement apply only te the Products listed in
Table A.

Table A
List of Proeducts

Uncapped Quantities

Desktop Software and Extensions

ArcGIS for Desktop Advanced

ArcG!S for Desktop Standard

ArcGiS for Desktop Basic

ArcGlS for Desktop Extensions: ArcGIS 3D Analyst.

Developer Tools

ArcGIS Engine

ArcGlS Engine Extensions: AreG!S 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Engine Geadatabase
Update, ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS Runtime Standard

AreGIS Spatial Analyst, ArcGIS Geostatistical Analyst.
AreGIS Publisher, ArcGtS Network Analyst, ArcGIS
Schematics, ArcGIS Warkflow Manager for Desktop,
ArcGIS Data Reviewer

Server Software and Extensions

AreGIS for Server Workgroup and Enterprise (Advanced,
Standard, and Basic)

ArcGIS. for Server Extensions: ArcGIS 3D Analyst. ArcGIS
Spatial Analyst, AreGIS Geostatistical Analyst. ArcGIS
Network Analyst, ArcGIS Schematics, ArcGIS Workflow
Manager for Server, ArcGIS Image Extension for Server

AreGIS Runtime Standard Extensions: ArcGIS 3D
Analyst, AreGIS Spatial Analyst, ArcGIS Network
Analyst

Limited Quantities

One (1) Annual Subscription to {sri Developer
Network (EDN) Standard*

One (1) Esri CityEngime Advanced Single Use License
One (1) Esri CityEngine Advanced Concurrent Use
License

One (1} ArcGIS Online Subscription

One (1) Portal for ArcGIS Subscription

OTHER BENEFITS

One (1} ArcGIS Online subscription with specified named users and credits as determined in the program Level 4
description

One (1) Portal for ArcGIS term subscription with specified named users as determined in the program Level 4
description

Number of Esri User Conference registrations provided annually 4
Number of Tier | Help Desk individuals authorized to call Esri 4
Maximum number of sets of backup media, if requested ** 2
Virtual Campus Annual User License allowance 10,060
Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities
purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package.)

* Maintenance is not provided for these items.

** Additional sets of backup media may be purchased for a fee.

Page bot 5

121 2085

Licensee may accept this Agreement by signing and returning the whole Agreement with a saics quotation, purchase order, or
other document ("Ordering Document") that matches the Quotation and references this Agreement. ADDITIONAL OR
CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS OF
THIS AGREEMENT WILL GOVERN, Unless otherwise mutually uzreed to, this Agreement is effective as of the date of
the last signature on the signature page ("Effective Date") or, ifno date is provided with the signature, the date of Esrt's
receipt of Licensee's Ordering Document incorporating this Agreement by reference.

Term of Agreement: 3 years

This Agreement supersedes any previous agreements, proposals. presentations. understandings, and arrangements between
the parties relating to the ficensing of the Products. Except as provided ia Article 4—Product Updates, no modifications can

be made to this Agreement.

Accepted and Agreed:

{Licensee}

By:

Authorized Signature

Printed Name:

Title:

Date:

Contact:

LICENSEF CONTACT

Address:

City, State, Postal Code:

Country:

Quotation Number (if applicable):

INFORMATION

Telephone:

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