Search

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.

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. If the parties are
dissatisfied with the decision of the Board of Public Works, 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.

Page 10 of 11

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.

a

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 11 of 11

"The Gate City"

Financial Services

Purchasing Department

January 26, 2017
Memo #17-094

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT AWARD FOR HIGH SPEED INTERNET FOR THE CITY OF NASHUA
(VALUE: $17,864)
DEPARTMENT: 120 TELECOMMUNICATIONS; FUND: GENERAL OPERATING FUND

Please see the attached communication from Bruce Codagnone, CIO/IT Division Director to Mayor
Donchess dated January 24, 2017 for information related to this purchase.

Pursuant to § 5-92 Information Technology Division participation in the purchasing process. For
major purchases and contracts solicited in Accordance with § 5-78 which include computers or
communications equipment or related software, including but not limited to workstations, servers,
surveillance equipment and wired and wireless transmission equipment, the Information Technology
Division shall participate in the purchasing process, providing advice, input and recommendations, which
are so noted on the attached memo from Bruce Codagnone.

The CIO/IT Division Director and the Purchasing Department recommend awarding this contract in an
amount totaling $17,864 to Fairpoint Communications of Charlotte, NC.

Respectfully,

SoH

7 f°

Dan Kooken

Purchasing Manager

Ce: B. Codagnone_ J. Graziano

229 Main Street » Nashua, New Hampshire 03061 e Phone (603) 589-3330 e Fax (603) 589-3233 |

=e

p es RSS

| THE CITY OF NASHUA “The Cate Ci"

Information Technology Division

January 24, 2017
TO: MAYOR Donchess
FINANCE COMMITTEE
SUBJECT: Re: FairPoint Communications Internet Service Contract Renewal

We have renegotiated the monthly fees with FairPoint Communications for the High Speed Internet used at the City. The
new speed is three times faster than the former and at a lower rate. The new rate is $1488.66 per month/300 Mbps
($17,863.92 yearly). We currently pay $1593.00 per month/100 Mbps ($19,116.00 yearly).

This is a one year agreement, allowing us to review and negotiate better plans as technology progresses.

Respectfully,

Bruce Codagnone
CIO/IT Division Director

Ce: J. Griffin

D. Kooken

229 Main Street e Nashua, New Hampshire 03060 © Phone (603) 589-3300 « Fax (603) 594-3434

Fair...

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communications v10110241014

SERVICE SCHEDULE
ETHERNET DEDICATED INTERNET ACCESS SERVICES

Service Provider: Enhanced Communications of Northern New England Inc. d/b/a FairPoint Internet

Customer Name: City of Nashua

1.

3.1

Services.

We will provide you with FairPoint Ethernet Dedicated Internet Access Service (“E-DIA Service” or
“Service”). The Initial Term and fees for the E-DIA Service are described below. The In-Service date shall
be defined as the date at which we are able to access your trace route to the Ethernet address of your router
to confirm installation. You shall then perform a trace route to our device that requires the traffic to travel
through the global Internet. Notwithstanding the foregoing, if you fail or refuse to perform the requested
trace within two (2) weeks of notification by us, then the In-Service date shall be the date on which we
were able to perform a successful trace route to your address space.

Service Description.

Ethernet Dedicated Internet Access (E-DIA) is an Ethernet service that provides customers with a direct
connection to the Internet. The purpose of this connection is to provide multipurpose internet access to
autonomous sites. E-DIA connections connect one customer site to the Internet. As with other Ethernet
access offerings, this Service can be offered in a multitude of speeds, starting at 1 Mbps all the way up to 1
Gbps. We shall furnish a dedicated connection between our and your premises, as specified hereunder,
which is perceived by your software and the network to be of a dedicated nature and available without the
need to dial into an Internet access point. In addition, we shall provide routing services based on the
Transmission Control Protocol/Internet Protocol (“TCP/IP”), enabling you to connect to the Internet as well
as certain FairPoint information services indicated in this Service Schedule.

Service and Initial Quantity Commitments.

Customer agrees to purchase the following Services from FairPoint at the rates and quantities set forth
below for the Service Period identified below. Any other work, services or facilities required will be
provided subject to prevailing tariff rates and charges, or if no tariff is applicable, as mutually agreed
to by the parties.

Service Type: EDIA Service Non-Recurring | Monthly Recurring
Charge “NRC” _| Charge “MRC”

Port and Access: 300 Mbps $0.00 $724.25

EDIA EVC: 300Mbps $0.00 $764.41
Total NRC: Total MRC:
$0.00 $1488.66

Offer good only in areas where Service is commercially available. You understand that the Service
selected may not be commercially available ai the rates, speeds or bandwidth set forth herein in your
area, and that this Service Schedule is subject to FairPoint’s final acceptance. Unless otherwise stated
in the Service Schedule, in addition to charges set forth above and related taxes, if applicable, you are
responsible for the following:

i) Renewal of Registration fees associated with Domain Names (Registrar will contact customer
directly for renewal)

ii) Equipment, hardware and software charges

iii) Installation support and related charges

FairPoint Internet — Confidential and Proprietary
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communications vi0110241014

3.2

3.3

3.4

3.5

3.6

5.1

5.2

This Service Schedule does not entitle you to any future versions or releases of such service which we
may make available during the Initial Term unless separately agreed to in writing by the parties.

Final acceptance of this Service Schedule by us is subject to credit check approval, your acceptance of
the terms and conditions of the Agreement, and our commencement of providing Service to you.

In the event that we are unable to complete Service activation due to delays that you cause, you will be
responsible for all charges and cancellation fees accrued by us in connection with our performance or
attempted performance of our obligations hereunder.

FairPoint provided equipment and hardware may be either a new or refurbished.

Domain Name service is not available in all areas. Domain name availability is limited and not
guaranteed. Domain name registration is limited to the following extensions: .net, .com and .org.
Acceptance of VeriSign Terms of Service required. Additional domain name registration and transfer
fees apply.

Service Period and Billing. The Customer shall purchase the Service for a period of Twelve (12)
consecutive months following the execution of this Agreement and installation of the Service (if not
previously installed and cutover) hereof (“Service Period”). Termination charges will apply to all Service
disconnected prior to the end of the Service Period or any extension thereof. The Service Period and Billing
for the circuits shall begin on the In-Service Date.

Cancellation and Termination Charges.

If the Customer cancels the Service subsequent to execution of this Service Schedule by both parties
and prior to the In-Service Date of the Service, Customer shall pay FairPoint its actual incurred costs
of provisioning the Service up to the point of such cancellation. Cancellation must be in writing to
FairPoint.

Following the In-Service Date, termination charges shall apply to each circuit for which Service is
terminated. If the customer terminates any or all of the circuits covered by this Service Schedule
before the end of the Service Period, the customer must pay a termination charge for each affected
circuit equal to one hundred percent (100%) of the MRC multiplied by the number of months
remaining in the Service Period. Any such termination charge shall be due and payable in one lump
sum within thirty (30) days of billing. Customer is also responsible for all charges incurred up to the
date of any Service terminated.

Termination charges will not apply under the following circumstances:

.1 The Customer and FairPoint agree at any time prior to the end of the Service Period to extend the

Service Period to a longer term commitment.

FairPoint Internet — Confidential and Proprietary
Page 2 of 6

Finance Committee — 08/17/2022 Page 2

From: Amy Girard, Purchasing Manager
Re: Software and Hardware Maintenance Renewal in the amount not to exceed $24,522.80 funded from 54407
Software Maintenance/54414 Hardware Maintenance

MOTION BY ALDERMAN COMEAU TO PLACE ON FILE AND APPROVE A THREE YEAR RENEWAL OF
THE PALO ALTO FIREWALL FOR BACKUP INTERNET LINE WITH NEW ERA TECHNOLOGY OF
PORTSMOUTH, NH, IN AN AMOUNT NOT TO EXCEED $24,522.80. FUNDING WILL BE THROUGH:
DEPARTMENT: 122 INFORMATION TECHNOLOGY; FUND: 54407 SOFTWARE
MAINTENANCE/GENEARL FUND $18,702.80, 54414 HARDWARE MAINTENANCE/GENERAL FUND
$5,820.00

MOTION CARRIED

From: Amy Girard, Purchasing Manager
Re: Consulting services for Payroll in the amount not to exceed $34,000 funded from Consulting Services/General
Fund

MOTION BY ALDERMAN COMEAU TO PLACE ON FILE AND APPROVE THE REQUEST FOR LAWSON
AND KRONOS CONSULTING SERVICES WITH NAVISITE, LLC, IN AN AMOUNT NOT TO EXCEED
$34,000. FUNDING WILL BE THROUGH: DEPARTMENT: 112 PAYROLL; FUND: 53142 CONSULTING
SERVICES/GENERAL FUND

MOTION CARRIED

From: Amy Girard, Purchasing Manager
Re: Motorcycles in the amount not to exceed $44,090 funded from 81500 Vehicles/CERF

MOTION BY ALDERMAN COMEAU TO PLACE ON FILE AND APPROVE A REQUEST FOR THE
REPLACEMENT OF TWO MOTORCYCLES WITH TWO 2022 HARLEY DAVIDSON FLHTP
MOTORCYCLES FROM SEACOAST HARLEY-DAVIDSON THROUGH THE COMMONWEALTH OF
MASSACHUSETTS, DEPARTMENT OF STATE POLICE CONTRACT #SP18-MTRCYCL-F81 IN AN
AMOUNT NOT TO EXCEED $44,090. FUNDING WILL BE THROUGH: DEPARTMENT: 150 POLICE
DEPARTMENT; FUND: 81500 VEHICLES/CERF

MOTION CARRIED

From: Amy Girard, Purchasing Manager
Re: 2022 Sidewalk Curb Ramps Replacement in the amount not to exceed $380,220 funded from 81704 Paving
Bond/Bond

MOTION BY ALDERMAN COMEAU TO PLACE ON FILE AND APPROVE THE CONSTRUCTION
CONTRACT FOR THE 2022 SIDEWALK CURB RAMPS REPLACEMENT PROJECT WITH WILLIAM P.
DAVIS EXCAVATION, LLC, OF HAMPTON, NH, IN AN AMOUNT NOT TO EXCEED $380,220. FUNDING
WILL BE THROUGH: DEPARTMENT: 160 ADMIN/ENGINEERING; FUND: BOND; ACTIVITY: PAVING
MOTION CARRIED

From: Amy Girard, Purchasing Manager
Re: Playground Equipment for St. Andrews Park in the amount not to exceed $108,582.47 funded from 71625
Playground Equipment/Bond and 2062.77.17.30/Citywide Playground Improvements

MOTION BY ALDERMAN COMEAU TO PLACE ON FILE AND APPROVE THE PURCHASE OF A NEW
PLAYGROUND STRUCTURE AND PLAYGROUND EQUIPMENT FOR ST. ANDREWS PARK FROM
MIRACLE RECREATION EQUIPMENT COMPANY OF MONET, MO, IN AN AMOUNT NOT TO EXCEED
$108,582.47 PURSUANT TO THE SOURCEWELL CONTRACT #010521-LTS. FUNDING WILL BE
THROUGH: DEPARTMENT: 177 PARKS AND RECREATION; FUND: CAPITAL; ACTIVITY: CITYWIDE
PLAYGROUND

Fa

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communications v10110241014

5.3

.2 The Customer (1) upgrades an existing Service to a new, higher bit rate Ethernet Service at the MRC
rates below, and (2) the Service Period for the upgraded Service is coterminous with or longer than the
Service Period of the existing Service.

Service Type: EDIA Service Upgrades Non-Recurring | Monthiy Recurring
Charge “NRC” _ | Charge “MRC”
Port and Access: 500 Mbps $0.00 $758.28
EDIA EVC: 500Mbps $0.00 $925.13
Total NRC: Total MRC;
$0.00 $1683.41
Port and Access: 700 Mbps $0.00 $822.72
EDIA EVC: 700Mbps $0.00 $1076.05
Total NRC: Total MRC:
$0.00 $1898.77

8.1

8.2

Service Level Agreement and Limited Remedy.

We are committed to providing you with reliable, high quality E-DIA Service, and we offer a Service Level
Agreement (“SLA”). A description of the current Service Level Agreement is available on our web site or
from your sales representative. THE SERVICE LEVEL AGREEMENT IS THE SOLE AND EXCLUSIVE
REMEDY FOR FAILURE OR DEFECT OF E-DIA SERVICE.

Termination and Right to Suspend.

We reserve the right, without penalty or liability, to suspend or terminate the Service (or any portion
thereof) without notice in the event that you or your use of the Service, in our sole judgment, violates any
term or condition set forth in this Agreement, including, without limitation, violates any applicable Laws,
our Acceptable Use Policy (AUP) which is published on our web site (and incorporated herein by
reference), or otherwise adversely affects, may affect or otherwise threatens any portion of our or our
network service provider(s)’ nctwork software, hardware, equipment, or services, or any of our or our
network service provider(s)’ customers or employees. In addition to our rights to suspend or terminate as
set forth above, we reserve the right to immediately terminate the E-DIA Service to you in the event we
cease to offer E-DIA Service to customers, upon not less than thirty (30) days advance notice.

Equipment, Hardware and Software.

Unless covered under separate agreements with us, you shall be responsible to provide for the proper
selection, installation, operation, and maintenance of your equipment, hardware, and software used in
connection with the E-DIA Service, and you shall ensure that such equipment, hardware, and software
are technically and operationally compatible with the E-DIA Service and in compliance with
applicable Federal Communications Commission rules and regulations. If you have chosen to purchase
equipment or hardware, including any software that may be installed thereon (the “Equipment”), and
then title to the Equipment (other than any software that may be installed thereon) shall vest with you
upon payment in full to us for the Equipment. In the event the Equipment is installed at your premises
prior to payment in full, you shall: (a) safeguard the Equipment from loss and damage; (b) obtain
general liability insurance with property loss coverage equal to or greater than the purchase price of the
Equipment, and naming us as additional insured; and (c) maintain full responsibility for the Equipment
if any damage or injury occurs and pay for all repairs, or for the replacement of the Equipment, if it is
irreparable, lost or stolen.

In the event FairPoint provides any software to you in connection with the Services, we grant you a
personal, non-exclusive, non-transferable license, for the duration of the Initial Term and any

FairPoint Internet — Confidential and Proprietary
Page 3 of 6

Fair,

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communications v10110241014

8.3

9.

10.

11.

subsequent renewals, to use such software in object code form only on the hardware on which it is
installed for the sole purpose of enabling you to use the Service. You acknowledge that such software
is protected by the copyright laws of the United States and foreign jurisdictions, and may be protected
under the patent laws of the United States and foreign jurisdictions, that title to such software,
including any tangible media by which the software was transferred to you, remains with us or our
suppliers, and that the source code, content and design of such software are valuable trade seercts. You
are authorized to make one copy of the Software for backup purposes only. You agree not to (a)
disclose or make available to third parties any portion of such software without our advance written
permission; (b) further copy or duplicate such software; (c) reverse engineer, decompile or disassemble
such software; (d) make derivative works from such software; (e) modify such software; (f) or use the
software in a credit bureau capacity.

Upon termination or expiration of the Initial Term (unless extended by both parties), you agree to
return to us all hardware, equipment and software provided to you by us or a third party on our behalf
in connection with the Service (other than hardware, equipment and software which you have
purchased from us). In the event such hardware, equipment and software is not returned to us within
thirty (30) calendar days following such termination or expiration, we will charge you the
undepreciated list price of the unreturned hardware and software, in addition to all applicable late
return fees.

FairPoint Internet Responsibilities.

In addition to the responsibilities set forth in the Agreement, we shall (a) provide a TCP/IP routing service
to connect your network to our regional Internet, (b) coordinate the installation and order on your behalf,
transportation facilities from your premises to our network; (c) maintain ownership of all IP addresses,
which are provided to you, and (d) supply you with IP address space based on Internet policies for
assigning address space.

Customer Responsibilities.

In addition to the responsibilities set forth in the Agreement, you agree that on your behalf we may select a
Global Service Provider (GSP) from a list of qualified carriers who have agreed to interconnect with our
network. The use of the E-DIA Service by you and your Users is completely at your own risk. We shall in
no way be responsible or liable to you or your customers (if permitted by a Schedule or separate reseller
agreement) for any loss or damage as a result of the use of the E-DIA Service(s). You acknowledge and
agree that although we shall make every reasonable effort to provide continuous, uninterrupted, and
expedient Service to you and your customers (if permitted by a Schedule or separate reseller agreement),
interruptions in Service may occur as normal events in the provision of Service. You also agree and
acknowledge that through the use of the E-DIA Service, you and your customers (if permitted by a
Schedule or separate reseller agreement) may have access to information which may be sexually explicit,
obscene or offensive, or otherwise unsuitable for minors under the age of eighteen (18) years old. You
acknowledge that we have no control over such information. If we provide IP address space to you, you
shall supply a network engineering plan consisting of: (a) the current number of hosts (addressable devices)
on your network; (b) expected number of hosts within next six (6) months; (c) current number of your
subnets; (d) expected number of subnets in six (6) months; (e) subnet masks; (f) number of hosts on each
network segment; and (g) graphical topology of your network that diagrams your network down to the host
level.

Entry to Customer’s Business.

You agree to allow us to enter your premises from which you use the E-DIA Service during normal
business hours by appointment to perform necessary activities related to the installation, inspection, repair,
replacement or disconnection of our equipment and Services. You will allow us to make attachment and
connections that are necessary to provide Services to you. If you are not the owner of the premises to be
entered, you must supply proof that you are authorized to allow work to be done on such premises.

FairPoint Internet — Confidential and Proprietary
Page 4 of 6

Fair,

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.
ao WS

ircuit Installation.

We will provide you notice of your circuit installation date. You agree to establish your Internet access
promptly following circuit installation. Regardless of whether you have installed your Internet access,
billing for your E-DIA Service shall begin ten (10) business days after the circuit installation daie.

13. Additional Provisions.

13.1

13.2

13.3

Facilities. Additional charges may be required if suitable facilities are not available to provide Service
at any location, or if any additional work, services or quantities of Service are provided. In the event
installation of additional network facilities is required to provide Service, FairPoint will inform
Customer of such applicable charges and FairPoint will install such facilities only upon mutual written
agreement of the parties to such additional charges. If Customer docs not agree to pay such additional
charges, then this Agreement will be subject to termination by FairPoint without application of the
termination charges described herein.

Customer Purchase Orders. Customer may not vary the Agreement or this Service Schedule with use
of a Customer-issued purchase order. The terms and conditions contained on a Customer purchase
order (whether signed by one or both parties) shall not serve to modify the terms and conditions of the
Agreement or this Service Schedule and to the extent such terms and conditions conflict with the terms
and conditions of this Agreement or this Exhibit, they shall be void and of no effect.

Administrative Charge. An Administrative Charge will be applied whenever a change is made to
Customer’s E-DIA configuration at Customer’s requesi. Such changes are defined as those
rearrangements necessary to add, delete, or rearrange Customer’s configuration, including changes to
Customer’s Ethernet Virtual Circuits.

14. IP Address and Domain Name Registration.

You are eligible to use the initial FairPoint-provided IP addresses on the Internet for no additional
charge per the following FairPoint IP Assignment Guidelines:

1.

All customers applying for IP address space from FairPoint must complete an IP address form
provided by FairPoint. A host count and sub-netting breakdown is required for current and requested
(future) address space.

Customers applying for a /25 (128 IPs) or larger network block must also submit a network topology

diagram detailing all subnets.

Customers with existing IP address space (FairPoint or non-FairPoint) must demonstrate the following

before receiving additional address space:

e All customer-assigned address space must be registered with the American Registry for Internet
Numbers (ARIN).

e Eighty percent (80%) of all assigned address space must be utilized.

e Current address space and requested address space must be documented in accordance with
guidelines 1 and 2 above.

e Assigned address space must be reachable by FairPoint via Internet Control Message Protocol
(ICMP) (ping, etc.) or equivalent documentation demonstrating reach-ability must be provided at
FairPoint’s request.

Multi-homed Border Gateway Protocol (BGP) customers (2 or more Internet Service providers (ISPs))

may apply for address space under the ARIN 2001/2 policy. Customers meeting the requirements of

this policy who have already obtained address space from FairPoint or another ISP and who are
requesting additional address space from FairPoint must meet guideline 3, above, in order to receive an
additional class C block of IP addresses.

IP space from FairPoint is non-portable. Customers who discontinue service with FairPoint must

relinquish their assigned IP addresses from FairPoint.

You may obtain IP addresses directly from ARIN through their website, http://www.arin.net/ and will

be responsible for all associated fees, including ARIN’s registration fee and annual renewal fee.

FairPoint Internet — Confidential and Proprietary
Page 5 of 6