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Highland Power Corp.
86 Intervale St.
Brockton, MA 02302
Phone: 508-941-6500
Fax: 508-941-6565
lougee@highlandpower.com
December 11, 2015
From: John Lougee
To: Jerry Ciardellig
Company: Nashua
CC:
Reference: Weekly check of engine and generator
In response to your request Highland Power Corp proposes to perform weekly check of Waukesha

We are pleased to quote the following:

Highland Power will work with a vendor to obtain a water pump and a seal rebuild kit for the
online water pump which is housed on the Waukesha generator.

This is a firm fixed price quotation for the materials.

Weekly check will be $499.00

Sales tax and shipping is not included.

Our usual standard terms and conditions apply (copy attached)

Options:

Work not included: Repairs, materials or work not specifically called for.

Thank you for the pleasure of providing this quotation and if there are any questions please do not hesitate
to call.

ATT: Accounts Paval
PO Bax 2019

Nashua NRE 03061-2019

Weekly check of engine and generator.

D, Stewar (10/9)
Mileage

A. Boncarddea (10/15)
Mileage

A, Boncorddo (16/23)

{). Rernard £10727)

RAillaane
Mileage

‘Thank you for your business,

4 100.00 400.60
G 0.90 92.00
4 160,00 400,00
110 0.90 945,00

4 190.00 400,00
Lid 9.90 99.00
00.90 400,00
ed 0.90 99,00

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$y QA} weelh

$1,996.00

City of Nashua

Public Works Division Wastewater Department
9 Riverside Street 2 Sawmill Road, Nashua, NH 03060
Nashua, NH 03062 Fax (603) 594-3474
MEMORANDUM
DATE: December 21, 2015
TO: Daniel Kooken, Purchasing Manager
FROM: David A. Simmons, Superintendent Cy
RE: Sole Source Justification for Waukesha Maintenance

The Wastewater Treatment Facility operates an anaerobic digestion process that harnesses the
byproduct, methane, and generates electricity to power the operation along with other aspects of
the treatment operation. The minimum recovery from on-site generation of power is
$5,000.00/month, with the opportunity to capture additional capacity when the construction
activities associated with the wet weather treatment facility are completed.

The generator, a Waukesha model VGF-36GLD, operates 24/7, with only periodic downtime for
scheduled maintenance at specified intervals. This unit continues to be supported with OEM
parts, The expected lifespan of this machine is 20 yrs. and with continued maintenance and
regular service, should meet those expectations.

The Wastewater Treatment Facility requests to open a purchase order with Highland Power for
weekly maintenance of the Waukesha generator. Highland Power has been the sole source
provider for all maintenance and repairs since 2008.

Administration Street City Parks-Recreation Solid Waste Wastewater
Business Office Department Engineer Department Department Treatment Plant
(603) 589-3140 (603) 589-4750 (603) 589-3120 (603) 589-3370 (603) 589-3410 (603) 589-3560

STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the Owner: _ City of Nashua, New Hampshire

229 Main Street
Nashua, NH 03060

And the Contractor: Electronic Environments Co. LLC

410 Forest Street
Marlborough, MA 01752

For the following Project: Police Department Generator

ARTICLE 1 — THE CONTRACT DOCUMENTS

The Contractor shall complete the work described in the Contract Documents for this project. The
documents consist of:

1.

N

NO O&O

8.

This Agreement signed by the Owner and Contractor, including the General Terms and
Conditions, and including Exhibit A to this Agreement, which is “Federal Labor Standards
Provisions”, dated 7/31/2015;

Scope of Work as shown on Exhibit B, Electronic Environments Corporation Proposal and
Scope of Work dated 10/18/15;

Drawings and Specifications provided in the bid documents;

Change Order Form;

Payment and Performance Bonds, if applicable;

Insurance Certificate;

Written change orders for minor changes in the Work issued after execution of this
Agreement; and

Fully Executed City of Nashua Purchase Order

The Contract represents the entire and integrated agreement between the parties and supersedes
prior negotiations, proposals, representations or agreements, either written or oral. Any other
documents which are not listed in this Article are not part of the Contract.

ARTICLE 2 —- DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION DATE

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The date of commencement shall be the date of the Notice to Proceed. Substantial Completion
shall be based on formal release, equipment lead times, winter conditions, and associated
upcharges.

ARTICLE 3 - CONTRACT SUM

Subject to additions and deductions by Change Order, the Owner shall pay Contractor, in
accordance with the Contract Documents, the Contract Sum of:

Three-Hundred Ninety-Two Thousand, Eight Hundred Seventeen _and_ 00/100 Dollars
($392,817.00)

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

ARTICLE 4 -— INSURANCE AND INDEMNIFICATION

Contractor shall carry and maintain in effect during the performance of services under this
contract:

> General Liability:
$1,000,000 per Occurrence
$2,000,000 Aggregate
City of Nashua Additional Insured

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

> Workers’ Compensation Coverage according to Statute of the State of New Hampshire:
$100,000 / $500,000 / $100,000

Contractor and subcontractors at every tier will fully comply with NH RSA Chapter 281-A,
“Workers’ Compensation”.

Contractor shall maintain in effect at all times during the performance under this contract all
specified insurance coverage with insurers. None of the requirements as to types and limits to be
maintained by Contractor are intended to and shall not in any manner limit or qualify the liabilities
and obligations assumed by Contractor under the contract. The City of Nashua shall not maintain
any insurance on behalf of Contractor. Subcontractors are subject to the same insurance
requirements as the Contractor and it shall be the Contractor’s responsibility to ensure
compliance of this requirement.

The parties agree that 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 and Contractor, and nothing in this contract shall create any
contractual relationship between the City and Contractor's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Contractor 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;

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4. Participation or contributions by either the independent contractor 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.

Contractor will provide the City of Nashua with certificates of insurance for coverage as listed
below and endorsements affecting coverage required by the contract within ten calendar days
after the City issues the notice of award. The City of Nashua requires thirty days written notice of
cancellation or material change in coverage. The certificates and endorsements for each
insurance policy must be signed by a person authorized by the insurer and who is licensed by the
State of New Hampshire. General Liability and Auto Liability policies must name the City of
Nashua as an additional insured and reflect on the certificate of insurance. Contractor is
responsible for filing updated certificates of insurance with the City of Nashua's Risk Management
Department during the life of the contract.

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

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

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

> 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.

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

Regardless of any coverage provided by any insurance, Contractor agrees to indemnify and
shall defend and hold harmless the City, 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 Contractor or of anyone acting under
its direction or control or on its behalf in connection with or incidental to the performance of
this contract. Contractor'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.

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General Terms and Conditions

ARTICLE 5 — GENERAL PROVISIONS

1.

The Contract represents the entire and integrated agreement between the parties and
supersedes prior negotiations, representations or agreements, either written or oral. The
Contract may be amended or modified only by a written modification.

The term “Work” means the construction and services required by the Contract
Documents, and include all other labor, materials, equipment and services provided by the
Contractor to fulfill the Contractor’s obligations.

The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work by the Contractor. The Contract Documents are
complementary, and what is required by one shall be as binding as if required by all.

In the case of a discrepancy, calculated dimensions will govern over scaled dimensions,
Contract Drawings will govern over Standard Specifications, and Technical Specifications
will govern over both Contract Drawings and Standard Specifications. In the case of a
discrepancy between the Agreement and other Contract Documents, the more specific or
stringent obligation or requirement to the benefit of the Owner shall take precedence.

The Contractor shall take no advantage of any apparent error or omission in the Contract

Drawings or Technical Specifications, and the Engineer will be permitted to make such
corrections and interpretations as may be deemed necessary to fulfill the intent of the
Contract Documents.

ARTICLE 6 - OWNER

1.

Except for permits and fees, which are the responsibility of the Contractor under the
Contract Documents, the Owner shall obtain and pay for other necessary approvals,
easements, assessments and charges.

If the Contractor fails to correct Work that is not in accordance with the Contract
Documents, the Owner may direct the Contractor in writing to stop the Work until the
correction is made.

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract
Documents and fails within a seven day period after receipt of written notice from the
Owner to correct such default or neglect with diligence and promptness, the Owner may,
without prejudice to other remedies, correct such deficiencies. In such case, a Change
Order shall be issued deducting the cost of correction from payments due the Contractor.
The Owner reserves the right to perform construction or operations related to the project
with the Owner's own forces, and to award separate contracts in connection with other
portions of the project.

The Contractor shall coordinate and cooperate with separate Contractors employed by the
Owner.

Costs caused by delays or by improperly timed activities or defective construction shall be
borne by the responsible party.

ARTICLE 7 - CONTRACTOR

1.

Execution of the Contract by the Contractor is a representation that the Contractor has
visited the site, become familiar with local conditions under which the Work is to be

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IN WITNESS WHEREOF, this instrument is executed

in

which shall be deemed an original,
this

ATTEST:

By:

counterparts, each one of

(number)

day of , 20

(Principal) Secretary

(SEAL)

By:

Witness as to Principal

(Address)

ATTEST:

By

Witness as to Surety

(Address)

Principal
BY
(Address)
(Surety)
BY

Attorney - in - Fact

(Address)

NOTE: Date of BOND must not be prior to date of Contract.
If CONTRACTOR is partnership, all partners should execute BOND.

IMPORTANT: Surety companies executing BONDS must appear on the Treasury Department's
most current list (Circular 570 as amended) and be authorized to transact business in the State of

New Hampshire.

PY -3 of 3

10.

11.

12.

13.
14.
15.

16.

performed and correlated personal observations with requirements of the Contract
Documents.

The Contractor shall carefully study and compare the Contract Documents with each other
and with information furnished by the Owner. Before commencing activities, the
Contractor shall: (1) take field measurements and verify field conditions; (2) carefully
compare this and other information known to the Contractor with the Contract Documents;
and (3) promptly report errors, inconsistencies or omissions discovered to the Owner.
Within ten (10) days of notification of award, and prior to commencement of work, the
Contractor shall obtain and forward to Owner a Performance Bond and a Payment Bond
representing 100% of the contract work.

The Contractor shall supervise and direct the Work, using the Contractor’s best skill and
attention. The Contractor shall be solely responsible for and have control over
construction means, methods, techniques, sequences and procedures, and for
coordinating all portions of the Work.

The Contractor, as soon as practicable after award of the Contract, shall furnish in writing
to the Owner the names of subcontractors or suppliers for each portion of the Work. The
Owner will promptly reply to the Contractor in writing if, after due investigation, he has
reasonable objection to the subcontractors or suppliers listed.

Unless otherwise provided in the Contract Documents, the Contractor shall provide and
pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and
services necessary for proper execution and completion of the work.

The Contractor shall deliver, handle, store and install materials in accordance with
manufacturers’ instructions.

The Contractor warrants to the Owner that (1) materials and equipment furnished under
the contract will be new and of good quality unless otherwise required or permitted by the
Contract Documents; (2) the Work will be free from defects not inherent in the quality
required or permitted; and (3) the Work will conform to the requirements of the Contract
Documents.

The Contractor shall pay sales, consumer, use and similar taxes that are legally required
when the Contract is executed.

The Contractor shall obtain and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution and
completion of the Work.

The Contractor shall comply with and give notices required by agencies having jurisdiction
over the Work. If the Contractor performs Work knowing it to be contrary to laws, statutes,
ordinances building codes, and rules and regulations without notice to the Owner, the
Contractor shall assume full responsibility for such Work and shall bear the attributable
costs. The Contractor shall promptly notify the Owner in writing of any known
inconsistencies in the Contract Documents with such governmental laws, rules and
regulations.

The Contractor shall promptly review, approve in writing and submit Shop Drawings,
Product Data, Samples and similar submittals required by the Contract Documents. Shop
Drawings, Product Data, Samples and similar submittals are not Contract Documents.

The Contractor shall confine operations at the site to areas permitted by law, ordinances,
permits, the Contract Documents and the Owner.

The Contractor shall be responsible for cutting, fitting or patching required to complete the
Work or to make its parts fit together properly.

The Contractor shall keep the premises and surrounding area free from accumulation of
debris and trash related to the Work.

Contractor warrants and guarantees to Owner, for_1_year, upon completion of work, that
all Work will be in accordance with the Contract Documents and will not be defective.
Contractor’s warranty and guarantee hereunder excludes defects or damage caused by:

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> Abuse, modification, or improper maintenance or operation by persons other than
Contractor, Subcontractors, Suppliers, or any other individual or entity for whom
Contractor is responsible; or

> Normal wear and tear under normal usage.

ARTICLE 8 — CHANGES IN THE WORK

1.

6.

After execution of the Contract, changes in the Work may be accomplished by Change
Order or by order for a minor change in the Work. The Owner, without invalidating the
Contract, may order changes in the Work within the general scope of the Contract
consisting of additions, deletions or other revisions, the Contract Sum and Contract Time
being adjusted accordingly.

A Change Order shall be a written order to the Contractor signed by the Owner to change
the Work, Contract Sum or Contract Time.

Change Order requests must include material and equipment cost plus labor with a profit
margin of no more than 10%. Change Orders may require approval by the City of Nashua
Board of Public Works and the City of Nashua Finance Committee vote prior to
proceeding.

The Owner will have authority to order minor changes in the Work not involving changes in
the Contract Sum or the Contract Time and not inconsistent with the intent of the Contract
Documents. Such changes shall be written orders and shall be binding on the Owner and
Contractor. The Contractor shall carry out such written orders promptly.

lf concealed or unknown physical conditions are encountered at the site that differ
materially from those indicated in the Contract Documents or from those conditions
ordinarily found to exist, the Contract Sum and Contract Time shall be subject to equitable
adjustment following authorization of the Owner to the charges.

All changes in scope will need to be agreed to by the contractor.

ARTICLE 9 — TIME

1.
2.

Time limits stated in the Contract Documents are of the essence to the Contract.

If the Contractor is delayed at any time in progress of the Work by changes ordered in the
Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or
other causes beyond the Contractor’s control, the Contract Time shall be extended by
Change Order for such reasonable time as may be determined.

ARTICLE 10 - PAYMENTS AND COMPLETION

1.

The Contract Sum stated in the Agreement, including authorized adjustments, is the total
amount payable by the Owner to the Contractor for performance of the Work under the
Contract Documents.

At least ten days before the date established for each progress payment, the Contractor
shall submit an itemized Application for Payment for operations completed in accordance
with the values stated in the Agreement. Such application shall be supported by such data
substantiating the Contractor's right to payment as the Owner may reasonably require.
Application for Payment performed under this agreement shall be submitted directly to:

City of Nashua
Accounts Payable

PO Box 2019

Nashua, NH 03061-2019

To facilitate the proper and timely payment of applications, the City of Nashua
requires that all applications contain a valid PURCHASE ORDER NUMBER.

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