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aleoblue’

Planning

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Remote preparation of a retrofit project with the use of our web
app. Uploading ficor plans, defining individual lighting zones and
choosing lighting contral scenarios,

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{ Import Floor
Plans
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Define Individuat Lighting

zones

Specify Desired Lighting
Contret Scenarios

Implementation

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—— Adding lighting devices to the Bluetooth mash network on-site with
6 the use of an iOS app.

Customization and calibration of lighting control parameters during
and after the commissioning process. Defining scenes for specific
working activities.

Add Devices to Your
Connected Lighting Netwark

Implernent Predefined Zones
and Scenarios

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Settings if Needed

Ordering Information

Provisioning / Configurations

The Bluetooth mesh Node is in the Unprovisioned
Mode until it ts provisioned by a “Provisioner”,
which typically is a smart phone with a Bluetooth
mesh compatible app.

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Wireless Bluetooth
Occupancy Sensor

Model: -OSBL/AT

Wireless Bluetooth
Lighting Contral Node

Model: -WLC/BT

Specifications and Dimensions eubject ta change without notice.
Sof6 Form LLS-UXH G4-SS5 / Rev. 04

EnOcean BLE
Single-Rocker Switch
Medel: ESAPB

Aleo Lighting, Inc. | www.aleolighting.com | Ph: 877-358-6825

EnOcean BLE
Double-Rocker Switch
Model: EORPB

@ 2021 Alec Lighting, inc. All rights reserved.

2. WORK TO BE PERFORMED. Except as otherwise provided in this contract, Independent Contractor
shall furnish all services, equipment, and materials and shall perform all operations necessary and

required to carry out and perform in accordance with the terms and conditions of the contract the work
described.

SCOPE OF SERVICES:

The scope of services for each site shall include the following tasks:
> Perform all necessary field sampling and analytical testing outlined in the scope of services.

> Become familiar with the sites subject to this RFP, including, but not limited to knowledge of
well locations, leachate sample locations, and surface water locations.

>» Report results to the DES Groundwater Permits Coordinator and the City within 45 days of
sample collection consistent with GMP reporting requirements and indicate where results
exceed allowable regulatory limits.

>» When called upon, meet with the City to review data at no additional cost to the City.
Additionally, perform re-sampling and analysis at no additional cost to the City in the event of
field or laboratory contamination of samples or if questionable analysis results are reported.

> Notify and coordinate all sampling events through the City designated contact person.

» This scope does not include preparing annual or biennial summary reports to NHDES. The
City will prepare and submit these reports separately.

>» This scope does not include collecting storm water samples at the Four Hills Landfill. Please
provide costs for analyses only as outlined in the scope of services. Storm water samples will
be collected by landfill personnel.

3. PERIOD OF PERFORMANCE. The term of the contract will be for three (3) years, with first year
commencing on or about_July 1, 2021 and terminating on June 30, 2024. Each year is subject to
annual budget appropriations and at the City of Nashua's sole discretion. A separate/amended purchase
order shall be issued for each year of the contract.

Independent Contractor shall perform and complete all work within the time periods set forth and may
only be altered by the parties by a written agreement to extend the period of performance or by
termination in accordance with the terms of the contract. Independent Contractor shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

AG 2 of 4

4. COMPENSATION. Independent Contractor agrees to perform the work for a total cost not to exceed

FORTY-TWO THOUSAND THREE HUNDRED THIRTY-NINE and 00\100 DOLLARS ($42,339)
For the period July 1, 2021 through June 30, 2022

FORTY-THREE THOUSAND ONE HUNDRED FORTY-FOUR and 00\100 DOLLARS ($43,144)
For the period July 1, 2022 through June 30, 2023

FORTY-FOUR THOUSAND THREE HUNDRED FOURTEEN and 00\100 DOLLARS ($44,314)
For the period July 1, 2023 through June 30, 2024

The Contract Sum shall include all items and services necessary for the proper execution and
completion of the Work.

Unless Independent Contractor has received a written exemption from the City of Nashua, Independent
Contractor shall submit an itemized Application for Payment for operations completed in accordance
with the values stated in the Agreement. Such applications shall be supported by such data substantiating
the Independent Contractor’s right to payment as the City of Nashua may reasonably require.
Independent Contractor shall submit requests for payment for services performed under this agreement
directly to:

>» Electronically via email to VendorAPInvoices@NashuaNH. gov
OR

>» Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please_do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua
requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

The City of Nashua will pay for work satisfactorily completed and accurately invoiced by Independent
Contractor within thirty (30) days from the time of approval by the City of Nashua.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until the date of execution
by the City of Nashua.

AG 3 of 4

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:

Jeff Lafleur, Superintendent
City of Nashua -Division of Public Works
Solid Waste Department
840 West Hollis Street
Nashua, NH 03062

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 of Nashua or Independent Contractor may change the address or representative by giving
written notice to the other party.

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) (signature)

James W _Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 4 of 4

SND Ww FY SN

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
Ciry INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

GC 1 of 12

1.

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Independent Contractor”, and its
successors, transferees and assignees (together “Independent Contractor”) includes any of
the Independent Contractor's consultants, sub consultants, contractors, and subcontractors

INDEPENDENT CONTRACTOR STATUS The parties agree that Independent Contractor shall
have the status of and shall perform all work under this contract as an Independent
Contractor, maintaining control over all its consultants, sub consultants, contractors, or
subcontractors. The only contractual relationship created by this contract is between the
City of Nashua and Independent Contractor, and nothing in this contract shall create any
contractual relationship between the City of Nashua and Independent Contractor's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that
Independent Contractor is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

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

(4) Participation or contributions by either the Independent Contractor or the
City of Nashua to the public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Independent Contractor shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed
under this contract. Independent Contractor 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 Independent Contractor 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 of Nashua may have, Independent Contractor 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 Independent Contractor's failure to perform in accordance with this standard of care.
Any approval by the City of Nashua of any products or services furnished or used by
Independent Contractor shall not in any way relieve Independent Contractor of the
responsibility for professional and technical accuracy and adequacy of its work. City of
Nashua review, approval, or acceptance of, or payment for any of Independent Contractor's
work under this contract shall not operate as a waiver of any of the City of Nashua's rights
or causes of action under this contract, and Independent Contractor shall be and remain
liable in accordance with the terms of the contract and applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work
under this contract. The City of Nashua reserves the right to approve key personnel
assigned by Independent Contractor to perform work under this contract. Approved key
personnel shall not be taken off of the project by Independent Contractor without the prior

GC 2 of 12

written approval of the City of Nashua, except in the event of termination of employment.
Independent Contractor shall, if requested to do so by the City of Nashua, remove from the
job any personnel whom the City of Nashua determines to be incompetent, dishonest, or
uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Independent Contractor, and any other communication about the contract shall be
addressed or be delivered to the City of Nashua Representative.

CHANGES TO SCOPE OF WORK The City of Nashua 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
Independent Contractor's performance under the contract. Independent Contractor shall
provide to the City of Nashua 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 of Nashua to be able to
adequately analyze the proposal. The City of Nashua will then determine in writing if
Independent Contractor should proceed with any or all of the proposed change. If the
change causes an increase or a decrease in Independent Contractor'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 Independent Contractor for
adjustment under this clause shall be asserted in writing within 30 days of the date the City
of Nashua notified Independent Contractor of the change.

When Independent Contractor seeks changes, Independent Contractor shall, before any
work commences, estimate their effect on the cost of the contract and on its schedule and
notify the City of Nashua 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 of Nashua to be able to adequately analyze the proposal. The City of
Nashua will then determine in writing if Independent Contractor should proceed with any
or all of the proposed change.

Except as provided in this paragraph, Independent Contractor shall implement no change
unless the City of Nashua in writing approves the change. Unless otherwise agreed to in
writing, the provisions of this contract shall apply to all changes. The City of Nashua may
provide verbal approval of a change when the City of Nashua, 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 of Nashua approval shall not be compensated and is, at the City of
Nashua's election, sufficient reason for contract termination.

CITY OF NASHUA COOPERATION — The City of Nashua agrees that its personnel will
cooperate with Independent Contractor in the performance of its work under this contract
and that such personnel will be available to Independent Contractor for consultation at
reasonable times and after being given sufficient advance notice that will prevent conflict
with their other responsibilities. The City of Nashua also agrees to provide Independent
Contractor with access to City of Nashua records in a reasonable time and manner and to
schedule items that require action by the Board of Public Works and Finance Committee
in a timely manner. The City of Nashua and Independent Contractor also agree to attend
all meetings called by the City of Nashua or Independent Contractor to discuss the work

GC 3 of 12

under the Contract, and that Independent Contractor may elect to conduct and record such
meetings and shall later distribute prepared minutes of the meeting to the City of Nashua.

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

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, 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 of Nashua chooses to terminate, abandon, or
suspend all or part of the project, it shall provide Independent Contractor 10 days’ 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, Independent
Contractor shall:

Immediately discontinue work on the date and to the extent specified in the notice.
Place no further orders or subcontracts 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.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts 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 subcontracts specified in the
notice, and revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of

a written notice from the City of Nashua to resume performance.

Ne

In the event of a termination, abandonment, or suspension at will, Independent Contractor
shall receive all amounts due and not previously paid to Independent Contractor for work
satisfactorily completed in accordance with the contract prior to the date of the notice and

GC 4 of 12

compensation for work thereafter 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 Independent Contractor in the event of a failure by
Independent Contractor 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 in a timely and professional manner. Independent
Contractor shall be given an opportunity for consultation with the City of Nashua prior to
the effective date of the termination. Independent Contractor may terminate the contract
on 10 calendar days written notice if, through no fault of Independent Contractor, the City
of Nashua fails to pay Independent Contractor 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, Independent Contractor shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
. 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, Independent Contractor shall receive all amounts
due and not previously paid to Independent Contractor 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 Independent Contractor's failure.
Independent Contractor 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
Independent Contractor until such time as the exact amount of damages due to the City of
Nashua is determined. All claims for payment by the Independent Contractor 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 Independent Contractor 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 Independent Contractor 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 Independent Contractor such
that Independent Contractor receives total compensation in the same amount as it would
have received in the event of a termination-at-will.

GC 5 of 12

10.

11.

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. In the event Independent Contractor shall cease conducting
business, the City of Nashua shall have the right to solicit applications for employment
from any employee of the Independent Contractor 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 Independent Contractor's principals,
officers, employees, agents, subcontractors, consultants, vendors, or suppliers are
expressly recognized to be within Independent Contractor's control.

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 an Independent Contractor Representative. At all times, Independent
Contractor 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, if requested in writing by either the City of Nashua or the Independent Contractor
within 14 days after the 30 days described above,, the parties shall attempt to resolve the
dispute by entering into structured non-binding negotiations with the assistance of a
mediator on a without prejudice basis. The mediator shall be appointed by agreement of
the parties, which agreement shall not be unreasonably withheld. If the parties cannot agree
to a mediator within 30 days or the dispute cannot be settled within a period of thirty (30)
days with the mediator, the parties’ reserve the right to pursue any available legal and/or
equitable remedies for any breaches of this contract except as that nght may be limited by
the terms of this contract.

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

INSURANCE Independent Contractor 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;

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

> Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

GC 6 of 12