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15.

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decides otherwise, the City of Nashua shall pay Independent Contractor in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, 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. Independent
Contractor 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.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Independent Contractor agrees to the following terms. Independent
Contractor will not discriminate against any employee or applicant for employment because of
physical or mentai handicap in regard to any position for which the employee or applicant for
employment is qualified. Independent Contractor 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, Independent Contractor'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.

Independent Contractor 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 Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor 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.

Independent Contractor 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 Independent Contractor shall constitute a material breach of the contract.

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

GC-8

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20.

21,

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor 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 Independent Contractor 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 Aldermen, Corporation Counsel, and, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

DISPOSITION OF CONTRACT MATERIALS 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 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.

GC-9

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23,

24.

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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, 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 Community Development Division Director 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 ail
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 Hability 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 shali 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

GC-10

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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 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 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 the City of Nashua any profits realized
under this contract, and Independent Contractor 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.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Independent Contractor to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorable treatment with respect to the
awarding or amending or making of any determinations with respect to the performance of this
contract. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph &.

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, shali not be liable to third parties for any
act or omission of the other party. This contract is not intended to create any rights, powers, or
interest in any third party and this agreement is entered into for the exclusive benefit of the City
of Nashua and Independent Contractor.

SURVIVAL OF RIGHTS AND OBLIGATIONS ‘The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other provision,
the contract shall be construed as if such invalid or unenforceable provisions were omitted, and
the parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying
the invalidity or unenforceability.

GC-1]

30, MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire

31.

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 shali 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-12

EXHIBIT B
SCOPE OF SERVICES, CONTRACT TIME, AND FEE SCHEDULE

Scope of services

SPECIFICATIONS: The scope of work described below includes services for performing applications of
Procellacor EC (florpyrauxifen-benzyl) aquatic herbicide treatments in the Nashua River upstream of the
Mine Falls dam (90.5 acres); Depth Charge (2,4-D& flumloxazin) aquatic herbicide treatments in the Mill
Pond and Canal (38.6 acres), and Sonar (Fluridone) aquatic herbicide treatments in Sandy Pond (4.5 acres) to
control aquatic invasive species. Up to one each algae and emergent vegetation treatment may be performed
if deemed necessary during the spring survey.

Permitting:
1. SOLitude staff will be responsible for the following:

a. Preparing and filing a Special Permit Application and supporting documentation with the NH
Division of Pesticide Control,

b. Notifying affected abutters of the permit application submission; list of abutters to be
provided/updated by Client.

c. Publishing a legal notice in a local newspaper about the permit application filing.
Lake Aquatic Weed Control:
1. Nashua River: Growth of variable milfoil as specified by NHDES shall be treated and controlled through
the application of Procellacor EC™ (Florpyrauxifen-benzyl) systemic aquatic herbicide, as required for

control of the specific varieties of aquatic weeds found in the treatment area at the time of application.

2. Mill Pond and Canal: Depth Charge (2,4-D & flumloxazin) will be applied at a targeted rate of 20.5
qts/ac (Canal) and 25.7 qts/ac (Pond) to achieve long-term control of variable milfoil.

3. Sandy Pond: Perform spring survey, up to 2 applications of Sonar (Fluridone) herbicide/algaecide
treatment (if necessary), post-treatment survey, preparation and submittal of State reporting as required.

Perform algae and emergent treatment (1 of each authorized) if deemed necessary during spring survey.

4. Applications will be performed using SOLitude’s specially designed and calibrated treatment systems and
boats. GPS systems will be used to provide real-time navigation and to record treatment passes.

5. Pre-treatment inspection of designated areas will occur prior to treatment.

6. Notification of affected abutters and City officials via certified mail — return receipt will occur prior to
treatment in accordance with Special Permit conditions.

7. Publication of legal notices in a local newspaper for two consecutive weeks will occur prior to treatment
in accordance with Special Permit conditions.

8. Shoreline posting will be coordinated and performed prior to treatment in accordance with Special Permit
conditions.

Post-Treatment Survey. Herbicide Residue Testing and Reporting:

1. A post-treatment survey of the treatment areas will be performed to assess the level of target plant control
achieved and to document impact to non-target plants. This survey will be performed in accordance with
Special Permit conditions.

2, SOLitude will hire an independent, NELAC accredited laboratory to collect and analyze water samples for
herbicide residues following treatment in accordance with Special Permit conditions. Copies of sample
results will be provided to the client via email as soon as they are available from the lab.

3. A project-completion report will be prepared that details the treatment program performed, provides
results of the herbicide residue testing and summarizes results of the treatment program. The report will be
prepared and submitted in accordance with Special Permit conditions.

Client Responsibilities:

1. Client will be responsible for the following:
a. Providing information required for the permit application process upon request.
b. Providing Certified Abutters List for abutter notification where required.
c. Coordinate shoreline posting with Solitude

Contract Time
The term of this contract is from the effective date to November 30", 2020.
Fee Schedule

Task 1:

Nashua River:

Prepare and file Special Permit application with NH DPC - inclusive of required direct mailing toa
maximum of up 60 abutters and publication of 1 newspaper legal notice. (Note: any changes to last year’s
permitting process, requirement for a public hearing, or notification to additional abutters, may incur
additional charges.)

Feb-March $1,460 Payment due upon permit completion.

Mill Pond and Canal

Prepare and file Special Permit application with NH DPC - inclusive of required direct mailing to a
maximum of up 10 abutters and publication of I newspaper legal notice. (Note: any changes to last year’s
permitting process, requirement for a public hearing, or notification to additional abutters, may incur
additional charges.)

Feb-March $1,360 Payment due upon permit completion.

Sandy Pond:
Prepare and file Special Permit application with NH DPC. (Note: any changes to last year’s permitting
process may incur additional charges.)

April $350.00 Payment due upon completion

Task 2:

Nashua River:

Perform chemical treatment in up to 90.5 acres with Procellacor EC™ - inclusive of required certified
mailings to a maximum of 60 abutters and publication of 2 newspaper legal notices; all labor, chemical &
equipment needed for the treatment. (Note: should less acreage require treatment and/or a different
herbicide application rate be required the cost will be adjusted accordingly; notifying additional abutters via
certified mail will carry a cost per abutter)

June-July $48,408 payment due upon completion

Mill Pond and Canal:

Perform chemical treatment of up to 38.6 acres with Depth Charge @20.5 qts/ac (Canal) and 25.7 qts/ac
(Pond) (assuming a 4-5’ average depth) - inclusive of required certified mailings to a maximum of 10
abutters and publication of 2 newspaper legal notices; all labor, chemical & equipment needed for the
treatment. (Note: should less acreage require treatment and/or a different herbicide application rate be
required the cost will be adjusted accordingly, notifving additional abutters via certified mail will carry a
cost per abutter)

June $28,164 payment due upon completion

Sandy Pond:
Perform spring survey, up to 2 applications of Sonar (Fluridone) herbicide/algaecide treatment at up to 4.5
acres (if necessary), post-treatment survey, preparation and submittal of State reporting as required.

May - July $2,165 Payment due upon completion

Task 3:

Nashua River:

Perform herbicide residue testing, assuming 2 sampling rounds and analysis of up to 8 samples total is
required.

(Note: The number and frequency of post-treatment herbicide residue samples is determined by the NH DPC
following approval of the NH DES final treatment map. SOLitude is only responsible for coordination of
sample collection and has no influence on the number of samples required by the Special Permit. Should
additional sampling be necessary, there will additional charges of §300/sample analyzed and $350-3500 per
sample collection round.)

July $3,200.00 - Payment due upon completion

Mill Pond and Canal:
Perform herbicide residue testing, assuming 2 sampling rounds and analysis of 4 samples for each active
ingredient (8 samples total) is required.

(Note: The number and frequency of post-treatment herbicide residue samples is determined by the NH DPC
following approval of the NH DES final treatment map. SOLitude is only responsible for coordination of
sample collection and has no influence on the number of samples required by the Special Permit. Should
additional sampling be necessary, there will additional charges of $300/sample analyzed and $350-$500 per
sample collection round.)

July $3,200.00 - Payment due upon completion

Task 4:
Nashua River: Perform post-treatment survey and submittal of the required written project completion
report to the State.

October $1,100.00 Payment due upon completion

Mill Pond and Canal: Perform post-treatment survey and submittal of the required written project
completion report to the State.

October $1,100.00 Payment due upon completion

Task 5:
Sandy Pond:
Pond Algae Treatment:

1. When requested, any infestation of algae found in the pond at the time of application, shall be treated
and controlled through the application of aquatic algaecides, aquatic herbicides, and aquatic
surfactants as required to control the specific varieties of algae present at the time of service.

2. Ponds which have more than fifty percent (50%) coverage of undesirable algae will be treated in a
series of two (2) to three (3) applications as required to help prevent any damage to beneficial
aquatic life.

$540 per Treatment
Note a single treatment is authorized at this time, additional treatments would require client
authorization

Task 6:
Sandy Pond:
Pond Emergent Weed Treatment:
1. Ifapproved, growth of nuisance emergent aquatic weeds within the pond shall be treated and
controlled through the application of contact aquatic herbicides and surfactants as required for
control of the specific varieties of aquatic weeds found in the pond at the time of application.

2. Herbicide application for emergent vegetation will happen later in the growing season, if required.
3. Contact herbicide will be applied at the rate appropriate to achieve control of the unwanted
submersed aquatic weeds present in the pond and susceptible to the herbicide at the time of
application.
$520 per Treatment

Note a single treatment is authorized at this time, additional treatments would require client
authorization

Total: up to $ 91,567

*Note: adjustments to the program cost will be confirmed with the Client in advance, payment is due within
30 days of an invoice date

2020 Nashua River Treatment Area

“HERBICIDE TREATMENT BID NOTE***

PLEASE PROVIDE A BID FOR PERFORMING
AN HERBICIDE TREATMENT IN 2020 AS OUTLINED BELOW:

TARGET SPECIES: MULTIPLE SPECIES, INCLUDING EURASIAN
MILFOIL AND VARIABLE MILFOIL

TREATMENT ACRES: UP TO 90.5 ACRES WITH PROCELLACOR
MEAN DEPTH OF FREAFMENT AREAS: 5 FEET

TREATMENT DETAIL: MID TO LATE JUNE

FREATMENT AREAS MAY BE SMALLER THAN
THE FOOTPRINT SHOWN, AND WILL BE FINALIZED BASED
ON FIELD SURVEYS PRIOR TO TREATMENT.

PLEASE PROVIDE ANY ADDITIONAL PRODUCT OPTIONS
AND APPLICATION RATES THAT YOU DEEM APPROPRIATE
FOR THIS SITE, AS WELL AS A LINE-ITEM BUDGET SHOWING
PROJECTED COSTS.

BIDS ARE DUE AT NHDES, CARE OF AMY SMAGULAAT
AMY.SMAGULA@DES.NH.GOV BY FRIDAY NOVEMBER 15, 2019.

Nashua River

N

Legend A

Nashua_River_Map_for_2020_Herbicide_Bid

ci Town Boundary