Search

17.2. This Agreement shall be governed by the laws of the State of New Hampshire and any claim or action brought relating to
this Agreement, the work performed or contracted to be performed hereunder shall be brought in Hillsborough County (New
Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9” Circuit Court, Nashua.

17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.

17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of God.

17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this
Agreement.

17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”}, whether by way of a
sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event’), Motorola may, without the prior
written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the
Separation Event.

17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the
Services to reflect its current rates.

17.8. if Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a
time and materials basis at Motorola’s then effective hourly rates.

17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the
Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature
shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as
and shall have the same effect as an original signed copy of this document.

Revised Oct 15, 2015

REPORT OF THE FINANCE COMMITTEE
AUGUST 3, 2022

A meeting of the Finance Committee was held on Wednesday, August 3, 2022, at 7:00 p.m. in the Aldermanic Chamber
and via Zoom. The meeting link information can be found on the agenda.

Mayor Jim Donchess, Chairman, presided.

Members of the Committee present: Mayor Jim Donchess
Alderman Patricia Klee, Vice Chair
Alderman Tyler Gouveia
Alderwoman-at-Large Gloria Timmons
Alderman-at-Large Melbourne Moran, Jr.

Members not in Attendance: Alderman Alex Comeau
Alderman-at-Large Ben Clemons

Also in Attendance: Alderman Derek Thibeault
John Griffin, CFO/Comptroller
Cheryl Lindner, Treasury Management Officer
Kim Kleiner, Administrative Services Director
Amy Girard, Purchasing Manager
Bryan Conant, Park and Recreation Superintendent
Jon Ibarra, Streets Superintendent
David Boucher, Wastewater Superintendent
Dan Hudson, City Engineer
Tim Cummings, Economic Development Director
Matt Sullivan, Community Development Director

PUBLIC GOMMENT - None

COMMUNICATIONS

From: Alderman Alex Comeau
Re: Lighting for Labine Field/Finance Committee Meeting on August 3rd

There being no objection, Chairman Donchess accepted the communication and placed it on file.

From: Amy Girard, Purchasing Manager
Re: Animal Impoundment and Quarantine Services in the amount not to exceed $99,081 funded from 56214 Humane
Society - Animal Control/General Fund

MOTION BY ALDERMAN MORAN TO PLACE ON FILE AND APPROVE THE RENEWAL CONTRACT WITH THE
HUMANE SOCIETY FOR AN ADDITIONAL YEAR IN AN AMOUNT NOT TO EXCEED $99,081. FUNDING WILL BE
THROUGH: DEPARTMENT: 171 COMMUNITY SERVICES; FUND: 56214 HUMANE SOCIETY — ANIMAL
CONTROL/GENERAL FUND

ON THE QUESTION

Amy Girard, Purchasing Manager

Hi, thank you. Amy Girard, Purchasing Manager. Director Bagley was not able to join us tonight. The Humane Society is
a contract that we do every year with them and it is at the same cost year over year of $99,081. They provide services for
housing animals, dogs, cats, and other small animals, adoption of stray animals, veterinarian services, owner location of
stray animals, and the quarantine of unvaccinated dogs and cats that have been bit by a person or another animal. They
also process the animals that have been found to be positive with rabies. Director Bagley receives a quarterly report on
the animals that come in and all the tracking that they do for us with this contract.

Mayor Donchess

This has been in place - we've had a contract with them for decades | think, right’?

SUA ADDENDUM

This Addendum to the Communications System and Services Agreement or other previously executed
Agreement currently in force, as applicable (“Primary Agreement’) provides additional or different terms and
conditions to govern the sale of SUA services. The terms in this Addendum are integral to and incorporated into
the Primary Agreement signed by the Parties.

1. DEFINITIONS

All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Agreement.
“SUA” or “SUA II’ means Motorola’s Software Upgrade Agreement program.

2. SCOPE

Motorola will provide SUA Services as further described in the applicable Statement of Work, or attachment to
Motorola’s proposal for additional services.

3. TERMS AND CONDITIONS

The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and
services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of
the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence.

3.2 SUASERVICES

3.2.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for SUA services and software support,
during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by
Motorola.

3.2.2 The Software License Agreement included as Exhibit A to this Addendum applies to any Motorola
Software provided as part of the SUA transactions.

3.2.3. The term of this Addendum is one year years, commencing on the Start Date identified on the
Cover Page. The SUA Price for the one (1) year of service is $193,963.80, excluding applicable sales or use
taxes but including discounts as more fully set forth in the pricing pages. Because the SUA is a subscription
service as more fully described in the applicable SUA Statement of Work, payment from Customer is due in
advance and will not be in accordance with any Payment Milestone Schedule.

3.2.4 The System upgrade will be scheduled during the subscription period and will be performed when
Motorola’s system upgrade operation resources are available. Because there might be a significant time frame
between when this Amendment is executed and when a System upgrade transaction is performed, Motorola may
substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the
initially promised Equipment or Software.

3.2.5 Acceptance of a SUA transaction occurs when the Equipment (if any) and Software are delivered
and the SUA services are fully performed; there is no Acceptance Testing with a SUA transaction.

3.2.6 The Warranty Period for any Equipment or Motorola Software provided under a SUA transaction
will commence upon shipment and not on System Acceptance or Beneficial Use, and is for a period of ninety (90)
days rather than one (1) year. The ninety (90) day warranty for SUA services is set forth in the SUA Statement of

Work.

3.2.7 In addition to the description of the SUA services and exclusions provided in the SUA Statement of
Work, the following apply:

a) Upon reasonable request by Motorola, Customer will provide a complete serial and model
number list of the Equipment.

b) SUA services exclude the repair or replacement of Equipment that has become defective or
damaged from use in other than the normal, customary, intended, and authorized manner; use
not in compliance with applicable industry standards; excessive wear and tear; or accident,
liquids, power surges, neglect, acts of God or other force majeure events.

c) Unless specifically included in this Addendum or the SUA Statement of Work, SUA services
exclude items that are consumed in the normal operation of the Equipment; accessories; and
repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower
lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission
medium, such as telephone lines, computer networks, the internet or the worldwide web, or for
Equipment malfunction caused by the transmission medium.

d) Customer will provide Motorola with designated points of contact (list of names and phone
numbers) that will be available during the performance of the SUA services.

3.2.8 The SUA annualized price is based on the fulfillment of the two year cycle. If Customer terminates
this service during a two year cycle, except for Motorola’s default, then Customer will be required to pay for the
balance of payments owed for the two year cycle if a major system release has been implemented before the
point of termination.

3.2.9 SUA INFLATION ADJUSTMENT. For multi-year agreements, at the end of the first year of the
Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.
Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual
inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all
future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall
be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average
for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the
CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base).

4, ENTIRE AGREEMENT. This Addendum, any related attachments, and the Agreement, constitutes the
entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous
agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This
Addendum may be amended or modified only by a written instrument signed by authorized representatives of
both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order,
acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a
representative of each Party signs that document.

END

, THE CITY OF NASHUA “Phe Gate City"

Addniinistrative Services

Purchasing Department

December 12, 2019
Memo #20-067

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: ALDERMANIC CHAMBER RENOVATIONS (VALUE: $134,900)
DEPARTMENT: 129 CITY BUILDINGS; FUND: ESCROW $40,000 AND BUILDING

FUND $94,900

Please see the attached communication from Kim Kleiner, Director of Administrative Services dated
December 12, 2019 for information related to this purchase.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be
purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The Director of Administrative Services and the Purchasing Department recommend the award of this
contract to D.L. King & Associates of Nashua, NH in the amount of $134,900.

Respecttully,
- GA
Dan Kooken

Purchasing Manager

Cc: K. Kleiner J. Graziano

8) THE CITY OF NASHUA “the Gate City’

Administrative Services Division

To: Mayor Donchess

Finance Committee

From: Kim Kleiner, Director of Administrative Services
Date: December 12, 2019
Re: Aldermanic Chamber Renovations

Request: To approve a contract with DL King & Associates for the renovation of the
Aldermanic Chamber to include custom stained oak furnishings and desks, carpet,

painting, electrical, bench cushions, and wood railings in the amount of $134,900.

The project was sent out to bid on 11/1/2019 under IFB0745-120219 and 4 bids were
received. The bids were reviewed by a team from the Administrative Service office,
Purchasing, IT, the Legislative Manager and President of the Board, and D.L. King

was determined to be the most responsible bidder.

We are requesting approval to award the contract for the renovation of the Aldermanic
Chamber to D.L. King in the amount of $134,900.

This contract will construct custom oak furnishings for the aldermanic desks and

gallery benches.

229 Main Street » Nashua, New Hampshire 03060 « Phone (603) 589-3020

CONTRACT FOR PROFESSIONAL SERVICES

RENOVATIONS TO THE ALDERMANIC CHAMBER IN NASHUA
CITY HALL

A CONTRACT BETWEEN

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

D. L. King & Associates

66 29

NAME AND TITLE OF General Contractor

27 Tanglewood Drive
Nashua, NH 03061

ADDRESS OF General Contractor

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of a General Contractor ; and

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

WHEREAS, General Contractor 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 Services, Contract Time, Fee Schedule

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, General Contractor

Contractor shall furnish all services, equipment, and materials and shall perform all operations necessary
and required to

AG 1 of 3

carry out and perform in accordance with the terms and conditions of the contract the work described.

3. PERIOD OF PERFORMANCE, General Contractor shall perform and complete all work within the time
periods set forth and may only be altered by the parties by a written agreement to extend the period of
performance or by termination in accordance with the terms of the contract. General Contractor shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City of
Nashua.

4. COMPENSATION. General Contractor agrees to perform the work for a total cost not to exceed

—— One Hundred Thirty Four Thousand and Nine Hundred Dollars ($134,900.00)

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions of
Exhibit B or unless General Contractor has received a written exemption from the City of Nashua.
General Contractor shall submit monthly requests for payment for services performed under this
agreement shall be submitted as follows:

a Electronically via email to VendorAPInvoices(@NashuaNH.gov

OR
Zw Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please do not 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 shall 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:

1. Appropriate invoice forms. The forms shail include the project purchase order number, a
listing of personnel hours and billing rates, and other expenditures for which payment is sought.

2. A progress report. The report shall include, for each monthly reporting periad, 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 General Contractor. The City of Nashua
will pay General Contractor within 3Q 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.

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

AG 2 of 3

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 catrier, or by United States mail, postage
prepaid, and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:
Administrative Services Division, Buildings D.L.King & Associates
229 Main Street 27 Tanglewood Drive,

Nashua, NH 03060
ashua 3 Nashua, NH 03062

AG 3of3