Search

completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE. This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Service Provider in the event of a failure by Service Provider to adhere
to any or all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion
of the City of Nashua, to complete or make sufficient progress on the work ina timely and professional
manner. Service Provider shall be given an opportunity for consultation with the City of Nashua prior
to the effective date of the termination. Service Provider may terminate the contract on 10 calendar
days written notice if, through no fault of Service Provider, the City of Nashua fails to pay Service
Provider for 45 days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Service Provider shall:

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

2. Provide the City of Nashua with a list of all unperformed services.

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

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

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

In the event of a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider 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 City of Nashua by reasons of Service
Provider's failure. Service Provider shall not be relieved of liability to the City of Nashua for damages
sustained from the failure, and the City of Nashua may withhold any payment to the Service Provider
until such time as the exact amount of damages due to the City of Nashua is determined. All claims
for payment by the Service Provider must be submitted to the City of Nashua within 30 days of the
effective date of the notice of termination.

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

C, GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the City
of Nashua 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 Service Provider shall cease conducting

§ | Page

business, the City of Nashua shall have the right to solicit applications for employment from any
employee of the Service Provider assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that 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 Service Provider's principals, officers, employees, agents, sub-contractors, sub
consultants, vendors, or suppliers are expressly recognized to be within Service Provider's control.

7. 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
City of Nashua Representative and a Service Provider Representative. At all times, Service Provider
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 City of Nashua. 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.

8. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment,
compensation, or adjustment of any kind shall be made to Service Provider for damages because of
hindrances or delays in the progress of the work from any cause, and Service Provider agrees to accept
in full satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

9, INSURANCE. Service Provider shall carry and maintain in effect during the performance of
services under this contract:

>» General liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate;

> Motor Vehicle Liability: $1,000,000 Combined Single Limit;
*Coverage must include all owned, non-owned and hired vehicles.

> Workers’ Compensation Coverage in compliance with the State of NH _ Statutes,
5100,000/$500,000/$100,000.

Service Provider shall maintain in effect at all times during the performance under this contract all
specified insurance coverage with insurers. None of the requirements as to types and limits to be
maintained by Service Provider are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Service Provider under the contract. The City of Nashua shall
not maintain any insurance on behalf of Service Provider. Subcontractors are subject to the same
insurance requirements as the Service Provider and it shall be the Service Provider’s responsibility to
ensure compliance of this requirement. Service Provider will provide the City of Nashua with
certificates of insurance for coverage as listed below and endorsements affecting coverage required
by the contract within ten (10) calendar days after the City of Nashua issues the notice of award. The
City of Nashua requires thirty (30) days written notice of cancellation or material change in coverage.
The certificates and endorsements for each insurance policy are to be signed by a person authorized

7 [| Page

by the insurer and who is licensed by the State of New Hampshire. Certificates must name the City
of Nashua as an additional insured om General Liability, and Auto Liability policies. Service
Provider is responsible for filing updated Certificates of Insurance with the City of Nashua’s Risk
Management Department during the life of the contract. The certificate should be mailed to:

Risk Management

City of Nashua

229 Main Street

Nashua, NH 03060-2019

>» Alli deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

» Ifaggregate limits of less than $2,000,000 are imposed on bodily injury and property damage,
Service Provider must maintain umbrella liability insurance of at least $1,000,000. All
aggregates must be fully disclosed on the required certificate of insurance

» The specified insurance requirements do not relieve Service Provider of its responsibilities or
limit the amount of its liability to the City of Nashua or other persons, and Service Provider is
encouraged to purchase such additional insurance, as it deems necessary.

» The insurance provided herein is primary, and ne insurance held or owned by the City of
Nashua shall be cailed upon to contribute to a loss.

» Service Provider is responsible for and required to remedy all damage or loss to any property,
including property of the City of Nashua, caused in whole or part by Service Provider or
anyone employed, directed, or supervised by Service Provider.

10. INDEMNIFICATION. Regardless of the coverage provided by any insurance, Service Provider
agrees to indemnify and shall defend and hold harmless the City of Nashua, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorneys' fees, costs and expenses of any kind or nature to the extent caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or fault or
willful misconduct, whether active or passive, of Service Provider or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
contract. Service Provider's indemnity, defense and hold harmless obligations, or portions thereof,
shall not apply to liability caused by the sole negligence or willful misconduct of the party indemnified
or held harmless.

il. FISCAL CONTINGENCY. AJI payments under this contract are contingent upon the availability
to the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Service Provider with a right of payment over
any other entity. Any funds obligated by the City of Nashua under this contract that are not paid to
Service Provider shall automatically revert to the City of Nashua’s discretionary control upon the
completion, termination, or cancellation of the agreement. The City of Nashua shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Service Provider. Service
Provider shall have no claim of any sort to the unexpended funds.

12. COMPLIANCE WITH APPLICABLE LAWS. Service Provider, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations, ordinances,
orders, or requirements of any sort in carrying out the obligations of this contract, including, but not

8 | Page

limited to, all federal, state, and local accounting procedures and requirements, all immigration and
naturalization laws, and the Americans With Disabilities Act. Service Provider shall, throughout the
period services are to be performed under this contract, monitor for any changes to the applicable laws,
statutes, regulations, ordinances, orders, or requirements, shall promptly notify the City of Nashua in
writing of any changes to the same relating to or affecting this contract, and shall submit detailed
documentation of any effect of the change in terms of both time and cost of performing the contract.

13. NONDISCRIMINATION. In connection with the performance of work under this contract,
Service Provider agrees not to discriminate against any employee or applicant for employment because
of race, religion, color, national origin, sex, age, or sexual orientation. This agreement includes, but
is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship.

14. SERVICE PROVIDER ENDORSEMENT. Service Provider shall sign, seal, and/or stamp as
appropriate any necessary documents as required under the laws of the State of New Hampshire.

15. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Service Provider shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract without
the prior written consent of the City of Nashua. Any such assignment, transfer, delegation, or
subcontracting without the prior written consent of the City of Nashua is void. Any consent of the
City of Nashua to any assignment, transfer, delegation, or subcontracting shall only apply to the
incidents expressed and provided for in the written consent and shall not be deemed to be a consent to
any subsequent assignment, transfer, delegation, or subcontracting. Any such assignment, transfer,
delegation, or subcontract shall require compliance with or shall incorporate all terms and conditions
set forth in this agreement, including all incorporated Exhibits and written amendments or
modifications. Subject to the foregoing provisions, the contract inures to the benefit of, and is binding
upon, the successors and assigns of the parties.

16. Ciry or NASHUA INSPECTION OF CONTRACT MATERIALS, The books, records, documents
and accounting procedures and practices of Service Provider related to this contract shall be subject to
inspection, examination and audit by the City of Nashua.

17. FAXES. Service Provider 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.
Service Provider 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.

18. 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.

19. 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. Said rights and remedies to
be had or exercised in accordance with section 25, hereof.

9 | Page

20. PROHIBITED INTERESTS. Service Provider 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. Service
Provider 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
Service Provider. If any such interest comes to the attention of Service Provider at any time, a full
and complete disclosure of the interest shall be immediately made in writing to the City of Nashua.
Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts) were
offered or given by Service Provider 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.

2i. THIRD PARTY INTERESTS AND LIABILITIES. The City of Nashua and Service Provider,
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
Service Provider.

22. 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.

23. 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.

24. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire
contract between the City of Nashua and Service Provider. 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.

25. 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.

10 | Page

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) 7 Service Provider (signature)
James Donchess, Mavor C le t ole v Ex £450 V1
(Printed Name and Title) (Printed Name and Title Wee Peesiot a
220 [te
Date Date i

11 | Page

REPORT OF THE FINANCE COMMITTEE
AUGUST 3, 2016

A meeting of the Finance Committee was held on Wednesday, August 3, 2016, at 7:00 p.m. in the
Aldermanic Chamber.

Alderman-at-Large Mark S. Cookson, Vice Chair, presided.

Members of the Committee present: Alderman-at-Large Mark S. Cookson, Vice Chair
Alderman-at-Large Lori Wilshire
Alderman-at-Large Michael B. O’Brien
Alderman Benjamin M. Clemons
Alderman June M. Caron
Alderman Ken Siegel

Members not in Attendance: Mayor Jim Donchess

Also in Attendance: Mr. David G. Fredette, City Treasurer
Mr. Dan Kooken, Purchasing Manager
Mr. Bruce Codagnone, Director of Information Technology
Mr. Bill Mansfield, Radio Systems Manager
Ms. Patty Crooker, Public Health Network Coordinator, City of Nashua
Mr. Jay Hunewell, Building Manager
Mr. Angelo Marino, GIS Manager
Mr. Justin Kates, Emergency Management Director
Ms. Heidi Peek-Kukula, Manager, Environmental Health
Ms. Bobbi Bagley, Director, Health & Community Services

PUBLIC COMMENT - None
COMMUNICATIONS

From: Dan Kooken, Purchasing Manager
Re: Purchase Lawson Upgrade on In-House Hosting (Value: $326, 163)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND CONTINGENT UPON BOARD OF
ALDERMEN APPROVAL, AWARD TWO CONTRACTS TO TEAM-ABSOLUTE IN THE AMOUNT OF
$253,800. FUNDS ARE AVAILABLE IN DEPARTMENT 122, INFORMATION TECHNOLOGY; CAPITAL
PROJECTS -— TECHNOLOGY; ACTIVITY DESCRIPTION: “NGIN” ERP SYSTEM ($163,800) AND
GENERAL FUND OPERATING BUDGET- IT TECHNOLOGY OPERATIONS ($90,000). ALSO APPROVED
IS THE PURCHASE OF HARDWARE AND SOFTWARE FROM DELL AND MICROSOFT. FUNDS ARE
AVAILABLE IN DEPARTMENT 122, INFORMATION TECHNOLOGY; CAPITAL PROJECTS -
TECHNOLOGY; ACTIVITY DESCRIPTION: “NGIN” ERP SYSTEM ($72,363)

ON THE QUESTION
Mr. Bruce Codagnone, Director of Information Technology

Currently our ERP system, Lawson, is hosted by a company called ATOS and ATOS bought out the company
ACS, which was hosting the equipment. We had heard rumors that they were going to get out of the business
of hosting the government channels and only do healthcare. They informed us on July 7" that they were going
to get out of the hosting practice for the government entities and that our hosting contract would end when the
contract naturally ends on November 30". In order to do that, right now we were planning on doing an
upgrade to the application to version 10 and were working with them to get that done and that obviously has to
be put on hold because the first part is to migrate it out of there. Our plan is to bring it in-house so that we will

Finance Committee Page 2
August 3, 2016

host it internally and in order to do that what we are going to do is buy the servers and the hardware here and
then install the ERP version 10 here and then migrate the application and the database to the site here. We
essentially only have four to six months to do this before the contract ends. It takes four to six months just to
do the upgrade. It’s a very tight timeframe. We have reviewed our contract with legal and we do have some
wiggle room where we can go month to month if we have to but I’d rather not. It’s all hands on deck from my
teams’ perspective. This request is three parts; one is to upgrade the ERP application from a version 9 to a
version 10 and that’s the $163,800 and the other is to procure hardware and software for the new servers to
replace in our server room and the third part is to have the company that is doing the upgrade do remote
managed services of the application. So rather than hosting externally and having someone manage it for us it
will be hosted here and they will remotely manage the application and that will be $90,000 per year. The good
part about that is it saves us $120,000 a year starting in year two.

Alderman Siegel

| appreciate what Director Codagnone is doing and it’s nice to be able to save the money but in reading the
contract I’m telling you that $210 an hour; | just feel like we have a gun to our head and we have no other
options and they know that and we are getting charged...I’ve never seen anything like that for software work. Is
there any way that we can get to the point where we are not a prisoner to that kind of charge?

Director Codagnone

When we actually went out for the upgrade we got three different quotes and they were all pretty much around
the same price as far as the same hourly rate. | also looked at other communities that are doing the same
thing and | looked at their quotes and they are right in line with what we got provided. INFOR charges that
same amount too; it is a high amount but it seems to be the going rate across the industry.

Alderman O’Brien

This is a substantial investment and | can appreciate the concerns of Alderman Siegel. Will this be a friendlier
product for our people who use the Lawson system as far as payroll?

Director Codaqnone

It's the same system; it’s an upgrade to a newer version of the same system. It has a better user interface and
some improvements in the applications for payroll and the human capital management component and the
financials. It’s the system that runs the internals of the city.

Vice Chairman Cookson

By bringing it in-house | want to ask if we have the necessary skillset in order to that to maintain it year over
year?

Director Codagnone

We have the necessary skillset for the hardware and the software platform. One of the things that we are
doing as part of this upgrade; the current system that was implemented years ago that is now at the ATOS
Data Center, is on an AIX platform, a UNIX platform with an Oracle database. Those skillsets we don’t have
in-house. With this version most people are migrating to more of a Microsoft platform. My department is
mostly a Microsoft shop so we have the database skills for Microsoft Sequel Server. We have the Microsoft
and the VM skills in house so we can’t maintain that going forward.

Finance Committee Page 3
August 3, 2016

Vice Chairman Cookson

So when we make this transition to this hardware and software we are going to be off the UNIX system and
going to be solely a Microsoft Sequel base?

Director Codagnone

That’s correct.

Alderman Siegel

So Microsoft has Cloud services and so that allows us to not buy it. When you say we are saving $120,000, is
that over the existing cost that we are paying?

Director Codagnone

It’s over the existing cost.

Vice Chairman Cookson

It’s more of a cost avoidance than...

Alderman Siegel

But instead of purchasing the hardware and you use the Microsoft Cloud services which is a hosting service,
what’s the cost savings, if any, compared to that service?

Director Codaqnone

We didn’t look at doing that kind of thing, I’m not sure many people are doing that with the Lawson ERP
application.

Alderman Siegel

Okay so we don’t want to be on bleeding edge?

Director Codagnone

Right.

Vice Chairman Cookson

One last aspect, you identified a group that is going to be remote managing, correct?
Director Codagnone

What do you mean by identified a group?

Vice Chairman Cookson

You have identified a vendor that we are going to be paying “X” amount of dollars annually to remote manage
the Lawson system.

CHANGE ORDER

No. 6
PROJECT: 2020 Sewer Replacement Project
OWNER’S CONTRACT NO: IFB0779-021220
EXECUTED CONTRACT DATE: 03/17/20
DATE OF ISSUANCE: 04/13/22 EFFECTIVE DATE: Upon City Approval
OWNER: City of Nashua, NH
OWNER’s Purchase Order NO.: 155720
CONTRACTOR: SUR Construction West, Inc.
ENGINEER: DPW Engineering

You are directed to make the following changes in the Contract Documents:

Description:

To mobilize to the intersection of Main Street and Park Street to make emergency repairs to (2) two
sewer mains (see attached map). Because of the complexity of the work, depth (approximately 11”),
location, and proximity to other utilities (gas, communications, water, electric, drain, sewer). The work
will be completed mostly at night and is estimated to take 6 days, weather dependent. Time is of the
essence as barriers are scheduled for installation on Main Street on May 1.

Justification:

The work has been identified to be emergency sewer main repairs.

Attachment:

e Map of location for sewer main repairs, intersection of Main Street and Park Street
e S.U.R Construction West estimate dated April 14, 2022

2020 Sewer Replacement Project 1 of 2 Change Order #6