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27,

28.

29.

30.

31,

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

EXHIBIT A
GENERAL SERVICE DESCRIPTION — CODERED®

Description of On-Demand Notification Service: The Service is an on-demand alerting and response software-as-a-service (SaaS) for the
Notification Area. Use of the Service is by subscription and does not require Customer to purchase, install or maintain any dedicated hardware
or software. The Service allows any Initiator to send a single alert to thousands of Contacts simultaneously via a combination of familiar
communication devices including the ability to capture real-time responses.

Customer can access and activate the Service using any of the following methods:

Web: log in 24/7/365 at https:/Awww.onsolve.com/lagin/ to send alerts or to modify your account.
Phone: call (866) 939-0911 for live operator assistance 24/7/365.

Description of Service. With subscription, Customer receives:

Up to the number of Message Units stipulated on Service Order of the Agreement, which can be used as described on the

Service Order and in Exhibit B.

Unlimited messaging via email and to the CodeRED Mobile Alert App.

“Message Unit” means:

o Sixty (60) seconds or less of connected call time in the Service. As an example, a call connected for ninety (90) seconds shall be
equal to two (2) Message Units

co SMS messages that are 140 characters in length. SMS messages over 140 characters in length are separated into multiple Message
Units.

Transaction Fee (as defined on Exhibit B) for unlimited Service (for refund purposes only, where applicable) is equal to $0.09.

Transaction Fee for Message Unit-based Service is equal to the Overage Message Unit price set forth on the Service Order

Unlimited Initiators (those with role-based ability to access and activate the Service).

Unlimited groups within accounts: A group is an alert distribution list.

Standard upgrades. Standard upgrades include all maintenance releases.

For optional features purchased (e.g. Conference Bridge, Bulletin Board) up to the number of Message Units stipulated on Service Order

of the Agreement.

Absent separate purchase of Commercially Available Data from Provider, Customer is responsible to provide data for use in the Service,

and Provider shall not be responsible for Customer's inability to use the Service due to Customer's delay in providing data.

Customer may purchase professional services (“Professional Services”), such as installations, implementations, software testing, custom

modifications, data services or international training sessions from Provider. Professional Services will be described in a separate

statement of work.

Contact List Maintenance. Provider provides multiple ways for Customer to enter and maintain the Contact list at no additional charge:

Community Notification Enrollment (“CNE”) Page (public self-registration): Contacts may sign up on the CNE Page and enrollment
information will be transferred to Customer. Customer acknowledges and agrees that Provider may notify such individuals that their data
will be transmitted to Customer, and that the transmission of such data to Customer may render it public record and is subject to Customer's
privacy policies. Customer agrees that it will be solely responsible for providing such privacy policies to these individuals and that Provider
shall not be responsible for the individual contribution of contact information through the CNE page.

Contact Group Enrollment Page (internal self-registration): Customer's internal Contacts may sign up on the Contact Group Enrollment
Page and enrollment information will be transferred to Customer.

Provider agrees that it will, upon termination of the Agreement and Customer's request, provided all Fees are paid in full, transmit in
Provider's standard format any Community Notification Enrollment data received on or after the Effective Date and all Contact Group
Enrollment data, one (1) time, to Customer at no charge.

Traditional Import: For its initial population of the Contact list, Customer may supply Provider with a spreadsheet (flat-file format) of Contact
list data. Customer Support will scrub (examine) the submission as a courtesy for discernible data exceptions, or errors in formatting or
content that might interfere with the proper loading of data or use of the Service. Provider generally updates data provided via traditional
import within two (2) business days after receipt of such data. Customer may utilize this traditional flat-file import no more than one (1)
time per year at no additional cost, unless otherwise set forth on the Service Order.

On-Demand Entry: Customer may enter or edit Contact data directly within the Service through the User interface.

Customer Support. Provider provides Customer with 24/7/365 live phone support at no extra charge. Customer may dial (866) 939-0911, or the
local support number provided to you by Provider. At Provider's reasonable discretion, non-urgent after hours and off hours (“AHOH”) inquiries
may be deferred until conventional business hours to facilitate best handling.

Training. All training is customized and individual to the Customer. Provider training included with subscription at no extra charge:

One (1) annual Initiator training session;

Unlimited pre-recorded, web-based remote trainings

New features training sessions; and

Best practices feature training sessions (whenever applicable).

Provider Customer Support works with Customer to schedule training flexibly and to accommodate Customer's schedule. All training is conducted
via Web meeting/conference call.

ONSOLVE LLC Page 3 of §
CONFIDENTIAL AND PROPRIETARY
June 2018 Form

Customer may request additional sessions, or onsite training in lieu of Web-based training. Such training is billable at a base $1,500 day rate
(minimum half day fee anplies). For any onsite training, Customer is responsible for all of Provider's reasonable and pre-approved
travel/lodging/incidental expenses.

Support Documentation. Service documentation appears online. In addition to other online help documentation, Customer may download/print
the current version of the Provider User Guide at any time.

Description of Additional Features. Customer may purchase (if set forth on the Services Order):

Commercially Available Data. Provider shall include commercially available data (the “Commercial Data”) for use by Customer in the
Service. Provider will perform Commercial Data updates 3 to 4 times per year. Commercial Data is subject to licensing requirements that
do not permit Provider to transfer ownership to Customer.

Foreign Message Translation. All Notifications must be input in English. Once specified, languages may not be changed, absent execution
of an updated Schedule 1. ONLY those Users that have opted-in to the Service will receive their selected FMT. Translation is supplied by
a third party and is AS-IS.

CodeRED Weather Warning® (“CRWW") - Includes automated Notifications generated from severe weather bulletins issued by the
National Weather Service ("NWS’). CRWW Notifications are sent by matching the geographic locations associated with Users against the
geographic polygon(s) associated with severe weather bulletins issued by NWS. CRWW Notifications are automatically launched 24 hours
a day in response to the issuance of NWS severe weather bulletins. ONLY those Users that have opted-in to CRWW will receive CRWW
Notifications. Consent for opt-in is required as set forth in the Agreement. CRWW Notifications are not deducted from Message Units.
Integrated Public Alert Warning System (“IPAWS”) Submission App (“IPAWS App’). Permits Customer to submit Notifications to IPAWS.
IPAWS Notifications may be reviewed by the Federal Emergency Management Agency (“FEMA’) to determine appropriate dissemination.
Initiators with access to the IPAWS App shall be authorized by FEMA to use IPAWS. In order to use the IPAWS App, Customer agrees to
provide Provider, using best practices and secure means, with a copy of its IPAWS digital signature (“Signature”) along with its associated
keystore, Signature pass codes, application for IPAWS, and any other information reasonably requested by Provider. Customer authorizes
Provider to use and keep such information on Provider's servers for the purpose of allowing Customer and Provider to access, use and
test IPAWS through the IPAWS App. Customer acknowledges and agrees that: (a) the dissemination of Notifications through IPAWS is
not guaranteed nor controlled by Provider, and is the sole responsibility of FEMA; (b) Provider shall not be responsible or liable for the
failure of Notifications to be disseminated through IPAWS; and (c) IPAWS may include additional features which are not supported thraugh
the IPAWS App (eg. the receipt of messages) and Provider shall not be required to provide such additional features. IPAWS App
Notifications are not deducted from Message Units.

Bulletin Board. Bulletin Board allows Customer to record messages by dialing an interactive voice response system. Customer may
promote its assigned number, and callers may call to listen to the prerecorded messages. Bulletin Board will capture the caller's spoken
responses and/or keypress information and provide a report in the Service. Upon termination or expiration of the Agreement, Provider will
retain any numbers provided. Message Units for Bulletin Board will be deducted in sixty (60) second increments. All incoming calls whether
made for the purpose of recording or listening to Notifications will result in call time deduction.

Conference Calling. Conference lines are available on a first come, first serve basis. Conference lines are supplied by a third party and
are AS-IS. Message Units for Conference Calling will be deducted in sixty (60) second increments. Each line invited into the call will result
in call time deduction.

GIS Custom Map. GIS information must be in a standard format recognizable and electronically transferable to the Service. A full GIS map
must be provided by Customer for hosting by Provider in order to be used in the Service.

ONSOLVE, LLC Page 4 of 5
CONFIDENTIAL AND PROPRIETARY
June 2018 Form

SCHEDULE 1 —- FOREIGN MESSAGE TRANSLATION

Please select Three (3) languages.

Selectea Language

Pr Catalan (Catalan)
[" Chinese (Simplified, PRC)
{ Chinese (Traditional, Hong Kong S.A.R.)

i — Chinese (Traditional, Taiwan)

i Danish (Denmark)
F Dutch (Netherlands)
[Finnish (Finland)

j~ French (Canada)

German (Germany)

[ French (France)
q
r

Italian (Italy)

Japanese (Japan)

™ Karean (Korea)

—

Norwegian, Bokmal (Norway)

[~ Polish (Poland)

l~ Portuguese (Brazil)

[ Portuguese (Portugal)
T” Russian (Russia)

r” Spanish

[Spanish (Mexico)

[Spanish (Spain, International Sort)
T™ Swedish (Sweden)

Additional Languages for FMT may be purchased in blocks of three (3) languages for $250/year, which
shall not be prorated for any partial year.

ONSOLVE, LLC Page 5 of 5
CONFIDENTIAL AND PROPRIETARY
June 2018 Form

Exhibit B

TERMS AND CONDITIONS
1. DEFINITIONS.
1.1. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with, a party to this
Agreement, where “contral” means the control, through ownership or contract, of more than 50% of all the voting power of the shares entitled
to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an
Affiliate only for the time during which such control exists.
1.2. “API” means the application program interface for the Service.
1.3. “API Contacts” means an individual person whose information is stored in an external third party application database (not in the
Service database) capable of only receiving and responding to Notifications. API Contacts are not permitted to log in to the Service. All API
Contacts are included in Customer's total number of Contacts as set forth on the Service Order, whether or not they are transmitted to the
Service.

1.4. “Applicable Law’ means any domestic and/or foreign statute, ordinance, judicial decision, executive order, or regulation having the
force and effect of law, including US-EU Privacy Shield (where applicable).

1.5. “Contact” means an individual person capable of only receiving and responding to Notifications and, if permitted, updating its own
profile. Contact includes API Contacts.

1.6. “Content” means content, data, text, messages and other material contained in a Notification.

1.7. “Data Processing Addendum” means Provider's data processing addendum (if applicable) that is executed by the Parties under this
Agreement.

1.8. “Documentation” means any official, applicable documentation that Provider provides to Customer (electronic or written) regarding
the Service.

1.9. “EU or Swiss Personal Data” means Standard Personal Information of any European Economic Area (EEA) resident as defined

under the General Data Protection Regulation (EU 2016/679)(“GDPR’) and any national laws implementing the GDPR, regulations and
secondary legislation, or of any Swiss resident as defined under the Swiss Federal Data Protection Act and Data Ordinance 2017, each as
amended or updated from time to time.

1.10. “Fees” means any fees due hereunder, including without limitation all Transaction Fees and Subscription Fees.

1.11. “Initiator(s)’ means an individual person or application authorized to create and issue Notifications.

1.12. “Notification(s)” means messages issued by an Initiator through the Service, whether or not responded to by Contact.

1.13. “Sensitive Data” means any personally identifiable information relating to health/genetic or biometric information; religious beliefs

or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital
status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative
proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers’ license information;
or any other “sensitive data” category specifically identified under any Applicable Laws.

1.14. “Service” means Provider's software-as-a-service, Internet-based and accessed notification service to set up and send
Notifications.

1.15. “Service Order’ means the service order to which these Terms and Conditions are attached, which describes the specific Service
to be provided to Customer.

1.16. “Standard Personal Information” means name, business contact details (work telephone number, cell phone number, e-mail
address and office address and location), personal contact details (home telephone number, cell phone number, other telephone, e-mail
address and physical address), geolocation, and employee ID or other non-identifying ID number.

1.17. “Subscription Fee” means the fees for access to and use of the Service, including any activation fees.
1.18. “Transaction Fee” means the fees for individual transactions of sending and/or receiving Notifications to and from devices.
1.19. “User” means, collectively, Initiator(s) and Contact(s).

2. SCOPE OF THE SERVICE.

2.1. Service. Subject to these Terms and Conditions (this “Agreement”), including the Exhibits attached hereto, Provider shall provide
Customer with access to the Service in accordance with Provider's Documentation. Customer will not, and will not allow or assist any other
entity to, sublicense, assign, transfer, distribute, rent or sell use or access to the Service, or remove, alter or obscure any product identification,
copyright or other notices. Only Customer, its Affiliates’ and their respective employees and agents may act as Initiators; all use of the Service
by Customer, its Affiliates’ and their respective employees and agents is subject to the restrictions set forth in this Agreement.

2.2. Ownership and Service Components. All rights not expressly granted to Customer herein are expressly reserved by Provider. The
Service is and shall remain the exclusive property of Provider and its licensors. Customer represents and warrants it has the right and
authority to provide Provider with the Content for use in connection with the Service and Provider agrees that Content shall be owned by
Customer. Provider and its third-party providers shall have a royalty-free, worldwide, transferable, sub-licenseable license to use the Content
to perform the Service. Provider may gather Service data for the purpose of optimizing the Service. This information includes data regarding
memory usage, connection speed and efficiency. Users are subject to Provider’s terms of service and privacy policy available on Provider's
website, www.onsolve.com/privacy-statement. Customer shall not, and shall not allow or assist any other entity to, create derivative works,
modify, decompile, disassemble, or otherwise reverse engineer or attempt to discover any source code or underlying ideas of any component
of the Service, except to the extent that Applicable Law prohibits such restrictions. Customer agrees that any suggestions, enhancement
requests, recommendations, or other improvements (collectively, "Feedback") provided by Customer to Provider may be incorporated by
Provider into the Service. Feedback is provided without warranty of any kind. Customer grants Provider the right to copy, distribute, transmit,
publicly display, publicly perform, reproduce, edit, translate, and reformat the Feedback, and the right to sublicense such rights to others. No
compensation will be paid with respect to the use of Feedback.

ONSOLVE, LLC Page 1 of 6 Customer Initials
CONFIDENTIAL AND PROPRIETARY
December 2018 Form