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12.

13.

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> The insurance provided herein is primary, and no insurance held or owned by the City
of Nashua shall be called upon to contribute to a loss.

> Professional Engineer 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
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify 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, attorney’s fees, costs and expenses of any kind or nature in any manner 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 Professional Engineer or of anyone acting
under its direction or control or on its behalf in connection with or incidental to the performance
of this contract. Professional Engineer’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.

FISCAL CONTINGENCY Alli 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 Professional Engineer 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 Professional Engineer 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 Professional Engineer. Professional Engineer shall have no claim of any sort
to the unexpended funds.

COMPENSATION Review by the City of Nashua of Professional Engineer's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Professional
Engineer to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Professional Engineer in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, 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 limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Professional
Engineer 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.

GC 7 of 11

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NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Professional Engineer agrees to the following terms. Professional
Engineer will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Professional Engineer agrees to take affirmative action to employ,
advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including but
not limited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff, termination, rates of pay, or other forms of compensation and selection for
training, including apprenticeship.

Without limitation of the foregoing, Professional Engineer's attention is directed to “Title
41”Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to
Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

Professional Engineer agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Professional Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer agrees not
to discriminate against any employee or applicant for employment because of race, creed, 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.

Professional Engineer agrees, if applicable, to insert these provisions in all subcontracts, except
for subcontracts for standard commercial supplies or raw materials. Any violation of any
applicable provision by Professional Engineer shall constitute a material breach of the contract.

ENDORSEMENT Professional Engineer shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Professional Engineer or under its direction as required under the laws of the State of New
Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer 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.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject to
inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, the Board of Public Works, Corporation Counsel, and, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

GC 8 of 11

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

21.

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 Professional
Engineer 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 Professional
Engineer's expense, by Professional Engineer to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Professional Engineer, 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 Professional
Engineer in the performance of its obligations under this contract must be retained by
Professional Engineer 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 Professional Engineer shall promptly remit and
deliver the materials, at Professional Engineer's expense, to the City of Nashua. Professional
Engineer shall not use, willingly allow or cause to have such materials used for any purpose other
than the performance of Professional Engineer's obligations under this contract without the prior
written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Engineer (including those remitted to the City of Nashua by Professional Engineer 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 Professional Engineer 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 Professional Engineer. The City of Nashua shall have the right to reproduce any
such materials.

Professional Engineer 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. Professional Engineer
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 Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Engineer infringes any patent.

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

GC 9 of 11

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25.

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FINAL ACCEPTANCE Upon completion of all work under the contract, Professional Engineer
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 Professional Engineer in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Engineer with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Professional Engineer 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 Professional Engineer 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. Professional Engineer 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 Professional Engineer 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. Professional Engineer 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 Professional Engineer. If any such interest comes to the attention of
Professional Engineer at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Professional Engineer 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. Professional Engineer further warrants that no person having 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 Professional Engineer (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, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer shall 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.

Professional Engineer warrants that no gratuities (including, but not limited to, entertainment or

gifts) were offered or given by Professional Engineer 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

GC 10 of 11

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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 Professional Engineer,

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 Professional Engineer.

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 Professional Engineer. 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 11 of 11

Broad Street Parkway
Project Management and Engineering Services EXHIBIT B
Hayner/Swanson, Inc. Scope Fee Schedule

Project Constr Senior Survey Field
Post-Construction Services & Project Closeout Support 4 Engineer . Surveyor mrvey CADD Admin Total
Manager Observer RLS Staff
Rates $150 $115 $75 $130 $75 $75 $60

COORDINATION RELATED TO FEDERAL FUNDING
Continued coordination with DPW to finalize budetary totals,
reimbursement and track federal
Continued coordination with respect to "Repurposing" BSP federal
funds to other

COORDINATION RELATED TO RIGHT OF WAY

Easement Plan for Remnant of Parcel 77A

Revise ROW Plan in area of Wi Remnant of Parcel 77A

Monumentation of ROW at Parcel 77A
Parcel Plan & Easement for Parcel 6 (44 Broad St
Parcel Plans for 2 Remnants of Boiler House Parcel
Parcel Plan for 3 Parcels Avenue

Revise Central Street ROW at 40 Pine Street

Coordinate with i

Coordinate with City & NHDOT -

S related to sale of le

Coordinate of retaining wall

CONTRACT CLOSEOUT
Coordination Related to Final Closeout - North
lete ion of Record Files
Allowance for coordination during NHDOT/FHWA audit

Coordination Related to Final Closeout - River & Fairmount Street

Coordination of ist work
lete ion of Record Files
Allowance for coordination during NHDOT/FHWA audit
Coordination related to snow fence on
Coordination related to fence on ining wall

Coordination Related to Final Closeout - South
Coordination etion of ist work
lete ion of Record Files
Allowance for coordination NHDOT/FHWA audit

Coordination Related to Final Closeout - Chi Rehabilitation
Coordination Related to Final Closeout - Fire R t

Page 1 of 2

Broad Street Parkway
Project Management and Engineering Services

Hayner/Swanson, Inc. Scope Fee Schedule

ALLOWANCE FOR SUPPORT TO - CLAIMS AND
DISPUTES

E D Swett Claim

Albanese dated

Parcel 75A BTLA H

Parcel 212 ition Cost

Parcel 73 isition Cost

FINAL COORDINATION WITH UTILITIES
Coordinate final relocation at Fairmount Street

FINAL COORDINATION - CULTURAL RESOURCES
Pocket Park at Pine Street
Trees near Fairmount Street
Guidelines
Final Documentation - Coordinate with Historic Resources

Consultant

FINAL COORDINATION MILLYARD
S Final cost
Allowance for other coordination

ALLOWANCE FOR GENERAL COORDINATION
City Coordination Mi
NHDOT Coordination M

Total Hours
Total Dollars
Allowance For

Page 2 of 2

REPORT OF THE FINANCE COMMITTEE
NOVEMBER 16, 2016

A meeting of the Finance Committee was held on Wednesday, November 16, 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, Chair

Also in Attendance: Mr. Dan Kooken, Purchasing Manager
Mr. John L. Griffin, Chief Financial Officer
Captain E.Z. Paulson, Nashua Police Department
Ms. Sarah Marchant, Director of Community Development
Ms. Madeleine Mineau, Waterways Manager

PUBLIC COMMENT - None
COMMUNICATIONS

From: Dan Kooken, Purchasing Manager
Re: Purchase of One (1) 2017 Ford Transit Cargo Van and Upfit (Value: $37,469)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AUTHORIZE THE PURCHASE
FROM NORTHEAST KUSTOM KREATIONS IN THE AMOUNT OF $37,469. FUNDS ARE AVAILABLE IN
DEPARTMENT 150, POLICE; CERF

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Purchase of Dispatch and Calltaker Consoles (Replacement Furniture (Value: $89,491)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AUTHORIZE THE PURCHASE
FROM WRIGHT-LINE IN THE AMOUNT OF $89,491. SOURCE OF FUNDING IS DEPARTMENT 150,
POLICE; CITYWIDE COMMUNICATIONS RADIO COMMUNICATIONS UPGRADE CAPITAL PROJECT

ON THE QUESTION

Alderman Siegel

| want to commend the NPD for first off looking for used furniture and seeing that didn’t work at least
negotiating the price down pretty significantly.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Contract for Operation and Maintenance of Two Hydroelectric Facilities (Value $398,200)

Finance Committee Page 2
November 16, 2016

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND, CONTINGENT UPON BOARD OF
ALDERMEN APPROVAL, AWARD THE CONTRACT TO ESSEX POWER SERVICES IN THE AMOUNT OF
$398,200. FUNDS ARE AVAILABLE IN DEPARTMENT 170, HYDROELECTRIC OPERATIONS; GENERAL
FUND

ON THE QUESTION

Alderman Siegel

When we first contemplated purchasing the hydroelectric dams | recall there was a tremendous amount of
maintenance issues that were outstanding and | reviewed the contract and had a schedule of current
operations in the plan. There is not much there. Am | to infer that most of that has been taken care of,
particularly the fish ladder which we were in violation of our permits? Are we okay with that?

Ms. Mineau

Yes, that’s been going on right now. We just had some discussions with Eagle Creek who has been leasing
Mine Falls from the city and who were purchasing it from...they are doing the work on the fish lift right now and

it should be done by the end of November or the beginning of December. That will be wrapped up before the
closing for Mine Falls.

Alderman Siegel

Are they paying for that?

Ms. Mineau

We are still discussing the final purchase price and if the city will pay for a portion of that or not, we are having

some discussions over definitions of capital improvements and whether or not the work that was done on the
fish lift qualifies as a capital improvement or not.

Alderman Siegel

So in other words they are trying to claim that something which is required by their permit if they do it then it’s a
capital improvement.

Ms. Mineau
Right and we are saying they just fixed something that wasn’t maintained well.
MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Purchase of Digester Heat Exchanger (Value: $37,600)

MOTION BY ALDERMAN SIEGELTO ACCEPT, PLACE ON FILE AND AUTHORIZE THE PURCHASE
FROM ALFA LAVAL, INC. IN THE AMOUNT OF $37,600. SOURCE OF FUNDING IS DEPARTMENT 169,
WASTEWATER

ON THE QUESTION

Mr. Kooken

This purchase is a back-up in case there is a failure on the other device.

Finance Committee Page 3
November 16, 2016

MOTION CARRIED

UNFINISHED BUSINESS — None

NEW BUSINESS — None

DISCUSSION

RECORD OF EXPENDITURES

MOTION BY ALDERMAN SIEGEL THAT THE FINANCE COMMITTEE HAS COMPLIED WITH THE CITY
CHARTER AND ORDINANCES PERTAINING TO THE RECORD OF EXPENDITURES FOR THE PERIOD
OCTOBER 28, 2016, TO NOVEMBER 10, 2016

ON THE QUESTION

Alderman Siegel

Mr. Kooken, HR has got a lot of temporary expense. Have we managed to hire people to replace the temps
that we are using right now?

Mr. Griffin

The temporary help that is in the record of expenditures no longer work here. We have a full crew in the
HR/Payroll area.

MOTION CARRIED

PUBLIC COMMENT - None
POSSIBLE NON-PUBLIC SESSION
ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE TO ADJOURN
MOTION CARRIED

The Finance Committee meeting was adjourned at 7:08 p.m.

Alderman Ken Siegel
Committee Clerk