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2.

supplied to Independent Contractor in the performance of its obligations under this contract
shall be the exclusive property of the City of Nashua and all such materials shall be remitted
and delivered, at Independent Contractor's expense, by Independent Contractor to the City
of Nashua upon completion, termination, or cancellation of this contract. Alternatively, if
the City of Nashua provides its written approval to Independent Contractor, any books,
reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Independent Contractor in the performance
of its obligations under this contract must be retained by Independent Contractor for a
minimum of four years after final payment is made and all other pending matters are closed.
If, at any time during the retention period, the City of Nashua, in writing, requests any or
all of the materials, then Independent Contractor shall promptly remit and deliver the
materials, at Independent Contractor's expense, to the City of Nashua. Independent
Contractor shall not use, willingly allow or cause to have such materials used for any
purpose other than the performance of Independent Contractor's obligations under this
contract without the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly
agrees that all documents ever submitted, filed, or deposited with the City of Nashua by
Independent Contractor (including those remitted to the City of Nashua by Independent
Contractor pursuant to paragraph 20), unless designated as confidential by a specific statue
of the State of New Hampshire, shall be treated as public records and shall be available for
inspection and copying by any person, or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or
other materials including but not limited to those contained in media of any sort (e.g.,
electronic, magnetic, digital) prepared by or supplied to Independent Contractor in the
performance of its obligations under this contract shall be the subject of any application for
a copyright or patent by or on behalf of Independent Contractor. The City of Nashua shall
have the right to reproduce any such materials.

Independent Contractor expressly and indefinitely waives all of its rights to bring,
including but not limited to, by way of complaint, interpleader, intervention, or any third
party practice, any claims, demands, suits, actions, judgments, or executions, for damages
or any other relief, in any administrative or judicial forum, against the City of Nashua or
any of its officers or employees, in either their official or individual capacity of the City of
Nashua, for violations of or infringement of the copyright or patent laws of the United
States or of any other nation. Independent Contractor agrees to indemnify, to defend, and
to hold harmless the City of Nashua, its representatives, and employees from any claim or
action seeking to impose liability, costs, and attorney fees incurred as a result of or in
connection with any claim, whether rightful or otherwise, that any material prepared by or
supplied to Independent Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Independent Contractor infringes any
patent,

Independent Contractor shall have the right, in order to avoid such claims or actions, to
substitute at its expense non-infringing materials, concepts, products, or processes, or to
modify such infringing materials, concepts, products, or processes so they become non-
infringing, or to obtain the necessary licenses to use the infringing materials, concepts,
products, or processes, provided that such substituted or modified materials, concepts,

GC 10 of 13

Greater Nashua

Chamberof
Commerce

See Pk ag

142 Main Street, Fifth Floor
Nashua, NH 03060

Phone: 603 881-8333
Fax: 603 881-7323
September 12, 2017 -

www.nashuachamber.com

The Honorable Brian McCarthy
President, Nashua Board of Aldermen
229 Main Street

Nashua, NH 03060 a

Dear Aldermapyabdstty,

On behalf of the 600+ members of the Greater Nashua Chamber of Commerce, |
am very pleased to let you know of our strong support for the proposed Performing
Arts Center for Nashua, and encourage you and your fellow Aldermen to approve
R-17-116, the legislation authorizing the bond issue for the PAC.

Our Board of Directors took a strong position on the arts when we adopted our
Strategic Plan in 2016, stating that we will actively promote a supported and
thriving arts and cultural environment in Nashua, and that we would specifically
work with city officials and other key community leaders to bring a Performing Arts
Center to Nashua. Our Board reiterated its support for the PAC when City Economic
Development Director Tim Cummings provided an update at our June Board of
Directors meeting. | carried that message to the Board's Budget Review Committee
on August 28, when they met to consider the legislation at a hearing which included
overwhelmingly supportive public comment.

We recognize that this is a significant undertaking for the city, and that there are
costs involved. However, we also believe that the positive economic impact of a PAC
on downtown in particular and on Nashua as a whole will be significant. A PAC will
not only have the direct impact of bringing people to downtown to shop, dine and
attend performances, but it will have the positive, indirect benefit of adding to our
city’s vibrancy, making it more attractive to young people, to highly educated, skilled
workers, and to businesses looking to relocate or expand in Nashua.

22,

23.

24.

25.

26.

products, or processes shall meet all the requirements and be subject to all the terms and
conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent
Contractor shall notify the City of Nashua in writing of the date of the completion of the
work and request confirmation of the completion from the City of Nashua. Upon receipt
of the notice, the City of Nashua shall confirm to Independent Contractor in writing that
the whole of the work was completed on the date indicated in the notice or provide
Independent Contractor with a written list of work not completed. With respect to work
listed by the City of Nashua as incomplete, Independent Contractor shall promptly
complete the work and the final acceptance procedure shall be repeated. The date of final
acceptance of a project by the City of Nashua shall be the date upon which the Board of
Public Works or other designated official accepts and approves the notice of completion.

TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and
all payroll deductions required by law. The contract sum and agreed variations to it shall
include all taxes imposed by law. Independent Contractor hereby indemnifies and holds
harmless the City of Nashua from any liability on account of any and all such taxes, levies,
duties, assessments, and deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this
contract shall be considered waived by the City of Nashua. There shall be no waiver of
any past or future default, breach, or modification of any of the terms and conditions of the
contract unless expressly stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights
and remedies available under the contract shall be in addition to and not a limitation of any
duties, obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee
of the City of Nashua to have any indirect or direct interest in this contract or the proceeds
of this contract. Independent Contractor warrants that no officer or employee of the City
of Nashua has any direct or indirect interest, whether contractual, noncontractual, financial
or otherwise, in this contract or in the business of Independent Contractor. If any such
interest comes to the attention of Independent Contractor at any time, a full and complete
disclosure of the interest shall be immediately made in writing to the City of Nashua.
Independent Contractor also warrants that it presently has no interest and that it will not
acquire any interest, direct or indirect, which would conflict in any manner or degree with
the performance of services required to be performed under this contract. Independent
Contractor further warrants that no person baving such an interest shall be employed in the
performance of this contract. If City of Nashua determines that a conflict exists and was
not disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Independent Contractor (or any of its officers, partners, principals, or
employees acting with its authority) is convicted of a crime involving a public official
arising out or in connection with the procurement of work to be done or payments to be
made under this contract, City of Nashua may terminate the contract at will or for cause in
accordance with paragraph 8. Upon termination, Independent Contractor shall refund to

GC 11 of 13

27,

28.

29,

30.

31.

the City of Nashua any profits realized under this contract, and Independent Contractor
shail be liable to the City of Nashua for any costs incurred by the City of Nashua in
completing the work described in this contract, At the discretion of the City of Nashua,
these sanctions shall also be applicable to any such conviction obtained after the expiration
or completion of the contract.

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 secuting 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 sha! 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 govemed 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 12 of 13

REPORT OF THE FINANCE COMMITTEE
OCTOBER 20, 2021

A meeting of the Finance Committee was held on Wednesday, October 20, 2021, 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-at-Large Michael B. O’Brien, Sr.
Alderman Linda Harriott-Gathright
Alderwoman-at-Large Shoshanna Kelly (joined at 7:30 pm)

Members not in Attendance: Alderman-at-Large Brandon Michael Laws
Alderwoman Elizabeth Lu

Also in Attendance: John Griffin, CFO/Comptroller
David Fredette, Treasurer/Tax Collector
Kim Kleiner, Administrative Services Director
Kelly Parkinson, Purchasing Manager
Tim Cummings, Economic Development Director

PUBLIC COMMENT - None
COMMUNICATIONS

From: Kelly Parkinson, Purchasing Manager
Re: Nashua Housing & Inclusionary Zoning Studies in the amount not to exceed $70,600 funded from accounts 53142
Consulting Services (Economic Development)

MOTION BY ALDERMAN HARRIOTT-GATHRIGHT TO ACCEPT, PLACE ON FILE AND APPROVE AMENDMENT #3
TO THE CONTRACT WITH RKG ASSOCIATES FOR THEIR ASSISTANCE IN DEVELOPING LEGISLATION
RELATIVE TO UPDATING THE INCLUSIONARY ZONING ORDINANCE IN AN AMOUNT NOT TO EXCEED $70,600.
FUNDING WILL BE THROUGH DEPARTMENT 183 ECONOMIC DEVELOPMENT; FUND: 53142 CONSULTING
SERVICES, BY ROLL CALL

ON THE QUESTION

Tim Cummings, Economic Development Director

Thank you Mayor. So for the record, Tim Cummings, Director of Economic Development. Yes this evening I’m asking for
your favorable consideration and approval of the communication before you for that $70,000. This is a little bit
complicated in its nature and I'll try to be brief. If you recall, we did a housing study back about a year and a half ago.
That was about $24,000 and change. We solicited various planning consultants — Lynn Sweet, JM Goldson, Judy Barrett,
RKG Associates. We received a couple quotes from them. We ultimately decided to go with RKG Associates for just
under $25,000.

At the conclusion of that study, it became rather apparent that we had an affordable housing need that we wanted to
continue that conversation. RKG through a separate contract for just about $22,000 — a little bit more than that actually —
exactly $22,750 continued with an inclusionary zoning feasibility study. That work took place this spring. Now we’re
before you for what would be essentially be an amendment to that contract for $23,200, which is the aggregate figure that
| believe was referenced earlier this evening. That is actually to do some work that we’ve actually already studied. For
those of you who participated in last night’s conversation, | think it was a very good one and robust. We are not just
looking to actually get the paperwork caught up with the work that we’ve started. So I’m looking forward for your approval
this evening.

Alderman Klee

Thank you. Director Cummings it says not to exceed the $70,600. Is that above the $24,000 and change that we’ve

Finance Committee — 10/20/2021 Page 2
already put or is that included in that?

Tim Cummings, Economic Development Director

That’s included.

Alderman Klee

Okay. So how much more is this above what we’ve already approved?

Tim Cummings, Economic Development Director

About $23,200 approximately.
Alderman Klee
Above what we’ve already approved through this committee and so on?

Tim Cummings, Economic Development Director

No. So | want to be clear on that last comment Alderman Klee. So this committee hadn’t approved the previous contracts
because they were under $25,000. So this is actually triggering it to go over the $25,000. The first one was $24,650 and
the second one was $22,750.

Alderman Klee

So in totality, it will be not to exceed the $70,600 and that’s $23,200 above what we've already somewhat obligated?

Tim Cummings, Economic Development Director

It’s within.

Alderman Klee

Okay thank you.

Mayor Donchess

Any other questions or comments? | do see on the screen that Alderwoman Kelly has joined us.

Alderman Klee

7:03 she joined us.

Mayor Donchess

So why don’t we do that vote by roll call because now we have a remote member. Madam Clerk could you please call the
roll?
A viva voce roll call was taken which resulted as follows:

Yea: Alderman Klee, Alderman Harriott-Gathright, Alderwoman Kelly,
Alderman O’Brien, Mayor Donchess 5

Nay: 0
MOTION CARRIED
From: Kelly Parkinson, Purchasing Manager

Re: Software Maintenance: Hyland Onbase in the amount not to exceed $52,663 funded from accounts 54407
Software Maintenance (Information Technology)

Finance Committee — 10/20/2021 Page 3
MOTION BY ALDERMAN HARRIOTT-GATHRIGHT TO ACCEPT, PLACE ON FILE AND APPROVE THE ANNUAL
RENEWAL OF THE HYLAND ONBASE SOFTWARE SUPPORT SERVICES WITH HYLAND SOFTWARE, INC. IN AN
AMOUNT NOT TO EXCEED $52,663. FUNDING WILL BE THROUGH DEPARTMENT 122 INFORMATION
TECHNOLOGY; FUND: 54407 SOFTWARE MAINTENANCE, BY ROLL CALL

ON THE QUESTION

Kim Kleiner, Administrative Services Director

Good evening. Kim Kleiner, Director of Administrative Services. So this is an interesting situation. Deputy Director Nick
Miseirvitch and | have been reviewing all contracts that come up for software maintenance renewal. We've been looking
at them in depth. During that process, this contract came up. The invoice came in. We realized it was part of a five-year
agreement so this is actually an invoice for year three. We went back. We pulled the original contract addendum and we
looked to see where it had been approved by the board and we’re unable to locate where it had been. Because of that,
we're bringing it forward to you for approval so that we may pay the year three invoice. | think we’re doing our due
diligence as it is new to both Mr. Miseirvitch and | on many of these contracts. We're making sure that we are familiar with
them and that we are tracking them properly. Although many of these contracts are approved in our annual budget.

This particular contract is for our Risk Master software. This is essential to everything that our Risk Management does.
So all of our claims, all of our insurance policies, all of our data are within this software application. The yearly invoice is
for $31,365.92. Next year we will have another invoice for that amount according to the addendum and then upon
renewal of what we hope to be another five-year contract, we will bring that to you and to the full Board.

Alderman Klee
Thank you Director Kleiner. The only question that | have just more for the public’s knowledge as well as ourselves, those
past two years you Said that it did not come in front of the board so for the record could we get what the amount of those

two years were? Do you have that with you?

Kim Kleiner, Administrative Services Director

They were the same amount. It’s the same amount each year billed annually and you are right. So we cannot find where
the original five-year came in front of the board. They acted upon the past two years thinking that it had been. So
essentially we can only ask for approval from what | understand of this year’s invoice but we are rectifying the situation.
Alderman Klee

Mr. Mayor do we need to put something through even if it’s -— pardon my language — a posthumously for those previous

two years or just making that comment and that’s taking it that something happened and acknowledging it. Is that
adequate?

Mayor Donchess
So you can’t determine whether the Finance Committee five years ago passed this or not.

Kim Kleiner, Administrative Services Director

There is no record that they did so.

Mayor Donchess

Why doesn’t your motion just include those first two years?

Alderman Klee

Okay. So we will modify the motion to include this as well as the past two years of $52,663 each.

MOTION TO AMEND BY ALDERMAN KLEE TO ACCEPT, PLACE ON FILE AND APPROVE THE ANNUAL

RENEWAL OF THE HYLAND ONBASE SOFTWARE SUPPORT SERVICES AS WELL AS THE PAST TWO YEARS
OF $52,663 EACH WITH HYLAND SOFTWARE, INC. IN AN AMOUNT NOT TO EXCEED $52,663. FUNDING WILL

Finance Committee — 10/20/2021 Page 4

BE THROUGH DEPARTMENT 122 INFORMATION TECHNOLOGY; FUND: 54407 SOFTWARE MAINTENANCE, BY
ROLL CALL

Mayor Donchess

How does that sound?

Kim Kleiner, Administrative Services Director
Thank you very much.

Alderwoman Kelly

Director Kleiner | just wanted to know can we just get a quick — | Know you’re trying to give a quick overview but I’m
wondering like if this were the five-year renewal what did it look like in comparison to what it was before? Did they hold
the price? Did it go up in price?

Kim Kleiner, Administrative Services Director

Certainly. It did rise slightly in price and generally we see that with these types of renewals. It’s by norm and by trend
generally a five percent increase. With this particular software, there is an upgrade that needs to be done and that may
well trigger an increase in the renewal which we will see in the upcoming contract. We expect the upgrade to be done

sometime next spring but certainly when the new contract comes forward, we’ll look to try to keep that increase as low as
possible.

Alderwoman Kelly

Thank you Director Kleiner.

Kim Kleiner, Administrative Services Director

You're welcome.

Mayor Donchess

Anyone else? Madam Clerk could you please call the roll?
A viva voce roll call was taken which resulted as follows:

Yea: Alderman Klee, Alderman Harriott-Gathright, Alderwoman Kelly,
Alderman O’Brien, Mayor Donchess 5

Nay: 0

MOTION CARRIED

From: Kelly Parkinson, Purchasing Manager

Re: Software Maintenance: MESA Support Services in the amount not to exceed $62,732 funded from accounts
54407 Software Maintenance (Information Technology)

MOTION BY ALDERMAN HARRIOTT-GATHRIGHT TO ACCEPT, PLACE ON FILE AND APPROVE THE RENEWAL

OF THE CSC MESA SUPPORT SERVICES MASTER AGREEMENT WITH COMPUTER SCIENCES CORPORATION

IN AN AMOUNT NOT TO EXCEED $62,732. FUNDING WILL BE THROUGH DEPARTMENT 122 INFORMATION

TECHNOLOGY; FUND: 54407 SOFTWARE MAINTENANCE, BY ROLL CALL

ON THE QUESTION

Kim Kleiner, Administrative Services Director

| think I’m going to ask for some clarification. The motion that | just spoke to was the CSC MESA Support Services which

Finance Committee — 10/20/2021 Page 5

is our Risk Master. So | might have them out of order. | apologize. | was speaking just previously about the CSC MESA
Support Services which is the Risk Master.

Mayor Donchess

Well the other is the software maintenance Hyland on this?

Kim Kleiner, Administrative Services Director

That is also up for renewal. That is the $52,663 and that has been approved annually. That one is not in question.
Hyland is our database that we use for a variety of functions, including our accounts payable, all of our invoicing is
through there, all of our document preservation is through that system.

Alderman Klee

Mr. Mayor before we continue could we do a revote on the previous one where we state the amount and then add those
other two years to it?

Mayor Donchess

Yes. Let’s go back to MESA. We switched it. So let’s go to MESA and reread the motion that’s $62,000.

MOTION TO AMEND BY ALDERMAN HARRIOTT-GATHRIGHT TO ACCEPT, PLACE ON FILE AND APPROVE THE
RENEWAL OF THE CSC MESA SUPPORT SERVICES MASTER AGREEMENT WITH COMPUTER SCIENCES
CORPORATION IN AN AMOUNT NOT TO EXCEED $62,732 FOR YEARS ONE, TWO, AND THREE. FUNDING WILL
BE THROUGH DEPARTMENT 122 INFORMATION TECHNOLOGY; FUND: 54407 SOFTWARE MAINTENANCE, BY
ROLL CALL

ON THE QUESTION

Mayor Donchess

We're amending the motion to include the retroactive approval of those two years from five years ago. Years 1 and 2 of
the contract, right? Correct?

Kim Kleiner, Administrative Services Director
That includes it.

Alderman Klee

And each of those would be for $62,732, correct?
Kim Kleiner, Administrative Services Director

No. The yearly amount, and | apologize, my agenda is not the same as yours. The yearly amount for the MESA is
$31,365.92. Is Ms. Parkinson on?

Mayor Donchess

We seem to have more than one version of the agenda here.

Kelly Parkinson, Purchasing Manager

The MESA Risk Master is for two years for $31,365 per year. So that’s for two years. So it’s for $62,732.
Alderman Klee

So year one and two should that we had approved should be $31,365.92?

Finance Committee — 10/20/2021 Page 6

Kelly Parkinson, Purchasing Manager

It should be that times three because it’s for three years, right?

Kim Kleiner, Administrative Services Director

This is the third year of the contract. Correct Kelly?

Kelly Parkinson, Purchasing Manager

So it’s for two years — it’s $31.365 per year. So for five years total for the whole contract was $156,830.
Mayor Donchess

So we’re in what year currently? What year are we approving of the contract - 1, 2, 3, 4, or 5?
Alderman Harriott-Gathright

One, two and three.

Alderman Klee

So we're going to be approving one, two, and we’re currently in three is that correct Director Kleiner?

Kim Kleiner, Administrative Services Director

Correct. It extended the terms until 2023. So next year would be the fourth year.
Alderman Klee
No we’re in 2022. We're in Fiscal Year 2021.

Kim Kleiner, Administrative Services Director

21?

Mayor Donchess
We’re in Fiscal 22.

Kim Kleiner, Administrative Services Director

Right. This is calendar.

Mayor Donchess

All right. So we're approving now calendar year 2021 plus calendar year 2022 at roughly $31,000 a year and we’re
retroactively approving two previous years?

Kim Kleiner, Administrative Services Director

Correct. So you would be approving 2019, 2020, and this year 2021.
Mayor Donchess
And are we approving 2022 at this point? Are you asking for that or just this year?

Kim Kleiner, Administrative Services Director

No, I’m sorry Sir. I’m speaking calendar year.