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writing by the City.

Al. Payment Schedule — Implementation Amount. Service Provider shall submit FOUR
(4) separate milestone invoices as set forth in the "Payment Schedule," attached hereto as
Exhibit "E" and incorporated herein. Payments shall be due within THIRTY (30) days after
receipt and approval by the City, of Service Provider's invoice, itemizing charges for
completed and accepted milestones (pursuant to section 23 of Exhibit A the General
Conditions for Contract) with final payment occurring within THIRTY (30) days of City's
final written approval and acceptance of the implementation of the software product

(pursuant to section 23 of Exhibit A the General Conditions for Contract).

Service Provider shall submit requests for milestone payment directly to:

City of Nashua
Attn: Accounts Payable PO Box 2019
Nashua, NH 03061-2019

email: AccountsPayable@nashuanh.gov

The City's contract/purchase order (P.O.) number given on the notice to proceed must be

referenced on any invoice submitted for payment.

Requests for payment for milestones shall be submitted no later than fifteen (15) days after
acceptance of the City of the milestone and must include a detailed summary of the
expenditures reported in a form that supports the approved budget. Specifically, Service

Provider agrees to provide the following with each request for payment:

Appropriate invoice forms. The forms shall include the project purchase order

number and a listing of deliverables completed in reference to the milestone

payment.

Progress report. A progress report shall be submitted and it shall include, for each
milestone reporting period, a description of the work accomplished.
The City will pay for work satisfactorily completed by Service Provider which it has
accepted pursuant to this contract. The City will pay Service Provider within 30 days of

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approval by the City of the submitted invoice forms and progress reports. The City will
make no payments until the invoice forms and progress reports have been submitted and

approved.

A2. Payment in Full. Each payment shall be full compensation for work performed or
services rendered and for all labor, materials, supplies, equipment, fees, expenses and
incidentals necessary to complete each milestone for the project, as set forth herein. The
City reserves the right to correct any invoices paid in error according to the rates set forth in
this agreement. City and Service Provider agree that any amount paid in error by City does
not constitute a rate change in the amount of the contract. Service Provider bears the sole
risk that milestones, deliverables or the system will take more work to complete than

anticipated.

B. Subscription Software as a Service FIVE (5) Year Contract. The City agrees to pay
Service Provider in the amount as set forth in the “Professional Costs and Annual
subscription Services ” attached hereto as Exhibit "E" and incorporated herein not to exceed
SIXTY-FOUR THOUSAND DOLLARS ($64,000.00), unless otherwise authorized in
writing by the City. This amount does not include network storage space outside the limits
set forth in the “Professional Costs and Annual subscription Services ” attached hereto as
Exhibit "E" and incorporated herein.

Bl. Payment Schedule. Service Provider shall submit an annual invoice for subscription
services as set forth in the “Professional Costs and Annual subscription Services” attached
hereto as Exhibit "E" and incorporated herein. Payments shall be due within THIRTY (30)
days after receipt and approval by the City, of Service Provider's invoice, itemizing charges

for annual subscription costs.

B2. Payment in Full. Each payment shali be full compensation for work performed or
services rendered and for all labor, materials, supplies, equipment, fees, and expenses. The
City reserves the right to correct any invoices paid in error according to the rates set forth in
this agreement. City and Service Provider agree that any amount paid in error by City does
not constitute a rate change in the amount of the contract. The City's contract/purchase order
(P.O.) number given on the notice to proceed must be referenced on any invoice submitted
for payment. Service Provider shall submit requests for payment for the annual
subscription performed under this agreement directly to:

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City of Nashua
Attn: Accounts Payable PO Box 2019
Nashua, NH 03061-2019

Attention: Dan Kooken, Purchasing Manager

email: AccountsPayable@nashuanh.gov

With a copy to:

Bruce R. Codagnone, CIO/IT Division Director
229 Main Street

Nashua, NH 03060

Email: codagnoneb@nashuanh.gov

The City's contract/purchase order (P.O.) number given on the notice to proceed must be

referenced on any invoice submitted for payment.

Requests for payment of annual subscription fees shall be submitted no later than sixty (60)
days prior to the end of the then-current annual term and must include a detailed summary
of the expenditures reported in a form that supports the approved budget.

The City will pay for work satisfactorily completed by Service Provider. The City will pay
Service Provider within 30 days of approval by the City of the submitted invoice forms. The

City will make no payments until the invoice forms have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall become effective on the date
signed by the City of Nashua.

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

CITY REPRESENTATIVE:
Bruce R. Codagnone, CIO/IT Division Director

229 Main Street
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Nashua, NH 03060

WAGSYS LLC REPRESENTATIVE:
Wagsys LLC

Attn: William Gau, Project Manager

67 Seybolt Avenue

Otisville, NY 10963

Ref: City of Nashua

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed
_ to be given to and received by the addressee thereof on the third business day after being deposited
in the mail. The City or Service Provider may change the address or representative by giving

written notice to the other party.

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IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to

be legally bound thereby.
City of Nashua, NH Consultant: Wagsys LLC
(signature)
Gunther Heinzel
James W. Donchess Chief Operating Officer
(print name)
Date
_ Mayor
(title)
Date: / i]

Page 7 of 21

Board of Aldermen Page 15
September 27, 2016

R-16-067
Endorsers: Alderman David Schoneman
Alderman Ben Clemons
Alderman Ken Siegel
Alderwoman Mary Ann Melizzi-Golja
Alderman Don LeBrun
Alderman-at-Large Michael B. O’Brien, Sr.
AUTHORIZING THE EXPENDITURE OF THIRTY-THREE THOUSAND SIX HUNDRED
FOURTEEN DOLLARS ($33,614) FROM THE CONSERVATION FUND FOR LONG-TERM
MAINTENANCE, REPAIRS AND ADJUSTMENTS TO THE SOUTHWEST TRAILS
Given its second reading;

MOTION BY ALDERMAN SCHONEMAN FOR FINAL PASSAGE OF R-16-067
MOTION CARRIED

Resolution R-16-067 declared duly adopted.

R-16-068
Endorsers: Mayor Jim Donchess
Alderman Thomas Lopez
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Brian S. McCarthy
Alderman Richard A. Dowd
Alderman-at-Large Lori Wilshire
Alderman Ben Clemons
Alderman-at-Large Michael B. O’Brien, Sr.
AFFIRMING THE CITY OF NASHUA, NEW HAMPSHIRE AS A WELCOMING CITY AND
TO PARTICIPATE IN THE WELCOMING AMERICA INITIATIVE
Given its second reading;

MOTION BY ALDERMAN LOPEZ TO AMEND R-16-068 IN ITS ENTIRETY BY REPLACING IT WITH
THE COPY PROVIDED BY THE MAYOR

ON THE QUESTION

Alderman Lopez

| was one of the original proposers of the initial legislation, the sponsors and then during the
Personnel/Administrative Affairs Committee meeting concerns were raised about the attachment of the
Welcoming America Initiative. Personally | have worked with the Welcoming America Initiative through
my work with One Greater Nashua, through my time on the Cultural Connections Committee and working
at the soup kitchen. | did not share my fellow Alderman’s concerns but | felt it was important to recognize
them because in the spirit of being a Welcoming City it is also important to recognize that some people
may have certain fears or concerns. | proposed the golden rod amendment to that initial legislation. In
the intervening time, however, | think the Mayor’s office has made a very concertive effort to articulate
exactly what we are agreeing to and to illuminate for the rest of the Board what the Welcoming America
Initiative is doing and what they stand for. | am satisfied that they are not a shadow organization or
underground campaign mechanism. | think it is evident that even if we don’t necessarily agree on the
politics, participating in the larger movement with Concord and Manchester is a benefit to our city. | am
conscience of all of the letters of support and the testimony we heard tonight assuring us that this is
something that is good for the city. | can’t make myself believe that all of those people could suddenly so
easily be misled as to not understand it and | think we should look at the turn out tonight as an
opportunity. It’s indicative of the strength that is inherent in our community. This is what every Board of
Aldermen should look like in terms of community turnout. | think a cause that brought so many people

EDUCATION

* MS, Civil Engineering,
Georgia Institute of
Technology

» — BS, Civil Engineering,
University of California

CERTEFICATIONS

« GIS Certified

« Qlik Sense Business
Analyst Certification

ARIEL SIEGEL

SYSTEMS ENGINEER

Ariel currently serves on iParametrics' technology tearn as a Systems and Business Visualization
developer and engineer. She delivers the valuable insights our government clients need to efficiently
improve services and deliver on their mission. Ariel has extensive knowledge and experience in
developing Business Intelligence and Geospatial Visualizations to show data by its various
dimensions and multiple measures through dashboards and geospatial visualizations. She has
extensive experience modeling, evaluating, and visualizing data for the purposes of cause-and-effect
analysis and risk reduction. She has worked extensively on analytics modeling and visualizations for
the Federal Emergency Management Agency (FEMA), the Department of Defense (DoD), and the

Army Corps of Engineers (USACE), as well as numerous state and local agencies, Arnel has

extensive expenence with ESRI ArcGIS, is a Certified Olik Business Visualization Engineer, and is
experienced in using software such as ArcGIS, Quantum GIS, Tableau, Qlik, Python, and R to
automate geospatial data acquisition and processing and create visualizations to transform complex

data into easy-to-understand graphics. Ariel currently holds a Department of Homeland Security
Public Trust Security Clearance.

EXPERIENCE

Weld Hazard Mitigation Plan, Weld,
Colorado, Geospatial Engineer. Developed
a suitability model on Esri ArcGIS Pro to
identify areas of highest risk to Weld
County, Ingested and processed data from
over [0 different state and federal agencies
into continuous, hazard-specific raster
layers. Transformed the hazard-specific
ayers to a common hazard scale and
weighted the hazard types relative to one
another based on population likely affected
to generate a composite risk layer.
Disaster Response Planning and
Management Suite, Geospatial
Engineer/Developer. Developed a suite of
applications targeted at reducing the cost
burden and expediting the timeline of
multiple phases on the disaster
management process. Created scripts in R
to automate the scraping of data from
website pages. Created data load scnpts

in Olik Sense to request data from multiple
APIs and automated the process so that the
timeliness of the data Is maintained.
Processed, transformed and created
geospatial datasets using programming
languages, such as R and Python, and GIS
software, such as QGIS and Esn ArcGls.
Developed Olik Sense applications to allow
users to visualize and interact with the data
and machine learning model results.

Titus Human Performance Model.
Geospatial Engineer. Created the user
interface and visualizations for the SPEAR, a
Department of Defense program, project
that provided predictive and prescriptive
outcomes utilizing military healthcare data.
Created data load scnpts in Qlik Sense to
read in the resuits from the machine
leaming model and anonymize Personally
Identifiable Information (PIl}.

(te)

EXHIBIT A
GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS

1. DEFINITIONS. Unless otherwise required by the context, "Service Provider” includes
any of the Service Provider's consultants, sub consultants, Service Providers, and sub Service

Providers

2. SERVICE PROVIDER. STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Service Provider shall have the status
of and shall perform all work under this contract as a Service Provider, maintaining control over
all its consultants, sub consultants, Service Providers, or sub Service Providers. The only
contractual relationship created by this contract is between the City and Service Provider, and
nothing in this contract shall create any contractual relationship between the City and Service
Provider's consultants, sub consultants, Service Providers, or sub Service Providers. The
parties also agree that Service Provider is not a City employee and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

(3) Participation in group insurance plans which may be available to employees of
the City;

(4) Participation or contributions by either the Service Provider or the City to the
public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City;

(6) Unemployment compensation coverage provided by the City.

Service Provider agrees, if applicable and before commencing any work under the contract, to
complete and to provide the following written request to its insurer:

Wagsys LLC. has entered into a contract with the City of Nashua to perform
work upon receipt of a Notice to Proceed to Final Completion and requests that the
Insurer provide to the City of Nashua 1) a certificate of coverage, and 2) notice of any
lapse in coverage or nonpayment of coverage that the Service Provider is required to
maintain. The certificate and notice should be mailed to:

Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. [f Service Provider does not maintain coverage
throughout the entire term of the contract, Service Provider agrees that City may, at any time the
coverage is not maintained by Service Provider, order the Service Provider to stop work, suspend
the contract, or terminate the contract. For each six-month period this contract is in effect,
Service Provider agrees, prior to the expiration of the six-month period, to provide another
written request to its insurer for the provision of a certificate and notice of lapse in or
nonpayment of coverage. If Service Provider does not make the request or does not provide the
certificate before the expiration of the six-month period, Service Provider agrees that City may
order the Service Provider to stop work, suspend the contract, or terminate the contract.

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3. STANDARD OF CARE. Service Provider shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed
under this contract. Service Provider warrants that all work shall be performed with the degree
of professional skill, care, diligence, and sound practices and judgment that are normally
exercised by recognized professional firms with respect to services of a similar nature. It shall
be the duty of Service Provider to assure at its own expense that all work is technically
sound and in conformance with all applicable federal, state, and local laws, statutes,
regulations, ordinances, orders, or other requirements. In addition to all other rights which the
City may have, Service Provider shall, at its own expense and without additional
compensation, re-perform work to correct or revise any deficiencies, omissions, or errors in
the work or the product of the work or which result from Service Provider's failure to perform
in accordance with this standard of care. Any approval by the City of any products or services
furnished or used by Service Provider shall not in any way relieve Service Provider of the
responsibility for professional and technical accuracy and adequacy of its work. City review,
approval, or acceptance of, or payment for any of Service Provider's work under this contract
shall not operate as a waiver of any of the City's rights or causes of action under this contract,
and Service Provider shall be and remain liable in accordance with the terms of the contract and
applicable law.

Service Provider shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Service Provider to
perform work under this contract. Approved key personnel shall not be taken off of the project
by Service Provider without the prior written approval of the City, except in the event of
termination of employment. Service Provider shall, if requested to do so by the City, remove
from the job any personnel whom the City determines to be incompetent, dishonest, or
uncooperative.

4. CITY REPRESENTATIVE. The City may designate a City representative for this
contract. If designated, all notices, project materials, requests by Service Provider, and any
other communication about the contract shall be addressed or be delivered to the City
Representative.

5.. CHANGES TO SCOPE OF WORK. The City may, at any time, by written order,
make changes to the general scope, character, or cost of this contract and in the services or
work to be performed, either increasing or decreasing the scope, character, or cost of Service
Provider's performance under the contract. Service Provider shall provide to the City within
10 calendar days, a written proposal for accomplishing the change. The proposal for a change
shall provide enough detail, including personnel hours for each sub-task and cost breakdowns
of tasks, for the City to be able to adequately analyze the proposal. The City will then
determine in writing if Service Provider should proceed with any or all of the proposed change.
If the change causes an increase or a decrease in Service Provider's cost or time required for
performance of the contract as a whole, an equitable adjustment shall be made and the
contract accordingly modified in writing. Any claim of Service Provider for adjustment
under -this clause shall be asserted in writing within 30 days of the date the City notified
Service Provider of the change.

When Service Provider seeks changes, Service Provider shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City in writing
of the estimate. The proposal for a change shall provide enough detail, including
personnel hours for each sub-task and cost breakdowns of tasks, for the City to be able to
adequately analyze the proposal. The City will then determine in writing if Service Provider
pShoyild proceed with any or all of the proposed change.
Page 9 of 21

Except as provided in this paragraph, Service Provider shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
City, in its sole discretion, determines that time is critical or public health and safety are of
concern. Any verbal approval shall be confirmed in writing as soon as practicable. Any change
undertaken without prior City approval shall not be compensated and is, at the City's election,
sufficient reason for contract termination.

6. CITY COOPERATION. The City agrees that its personnel will cooperate with
Service Provider in the performance of its work under this contract and that such personnel
will be available to Service Provider for consultation at reasonable times and after being given
sufficient advance notice that will prevent conflict with their other responsibilities. The City
also agrees to provide Service Provider with access to City records in a reasonable time and
manner and to schedule items that require action by the City in a timely manner. The City
and Service Provider also agree to attend all mectings called by the City or Service Provider
to discuss the work under the Contract, and that Service Provider may elect to conduct and
record such meetings and shall later distribute prepared minutes of the meeting to the City.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES. Service Provider warrants that it has examined all contract documents, has
brought all conflicts, errors, discrepancies, and ambiguities to the attention of the City in
writing, and has concluded that the City's resolution of each matter is satisfactory to Service
Provider. All future questions Service Provider may have concerning interpretation or
clarification of this contract shall be submitted in writing to the City within 10 calendar days
of their arising. The writing shall state clearly and in full detail the basis for Service Provider's
question or position. The City representative shall render a decision within 15 calendar days.
The City's decision on the matter is final. Any work affected by a conflict, error, omission,
or discrepancy which has been performed by Service Provider prior to having received the
City's resolution shall be at Service Provider's risk and expense. 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 of the City. Service Provider
is responsible for requesting clarification or interpretation and is solely liable for any cost or
expense arising from its failure to do so.

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The
City, in its sole discretion, shall have the right to terminate, abandon, or suspend all or part of
the project and contract at will. If the City chooses to terminate, abandon, or suspend all or part
of the project, it shall provide Service Provider 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as
a termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Service Provider
shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Place no further orders or subcontracts for materials, services, or facilities, other

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