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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

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 ali the requirements and be subject to ail the terms
and conditions of this contract.

22. FINAL ACCEPTANCE. Upon completion of all work under the contract, ENGINEER shall notify
the OWNER in writing of the date of the completion of the work and request confirmation of the
completion from the OWNER. Upon receipt of the notice, the OWNER shall confirm to ENGINEER in
writing that the whole of the work was completed on the date indicated in the notice or provide
ENGINEER with a written list of work not completed. With respect to work listed by the OWNER as
incomplete, ENGINEER shall promptly complete the work and the final acceptance procedure shall be
repeated. The date of final acceptance of a project by the OWNER shall be the date upon which the Board
of Public Works or other designated official accepts and approves the notice of completion.

23. TAXES. 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. ENGINEER
hereby indemnifies and holds harmless the OWNER from any Japbality on account of any and all such
taxes, levies, duties, assessments, and deductions.

24. NON- WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this contract
shall be considered waived by the OWNER. 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 OWNER in a written waiver. .

25, 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 upgposeg or available by law.

26. PROHIBITED INTERESTS. ENGINEER shall not allow any officer or employee of the OWNER
to have any indirect or direct interest in this contract or the proceeds of this contract. ENGINEER
warrants that no officer or employee of the OWNER has any direct or indirect interest, whether
contractual, noncontractual, financial or otherwise, in this contract or in the business of ENGINEER. If
any such interest comes to the attention of ENGINEER at any time, a full and complete disclosure of the
interest shall be immediately made in writing to the OWNER. 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.
ENGINEER further warrants that no person having such an interest shall be employed in the performance
of this contract. If OWNER determines that a conflict exists and was not disclosed to the OWNER, it
may terminate the contract at will or for cause in accordance with paragraph 8.

In the event 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, OWNER may terminate the
contract at will or for cause in accordance with paragraph 8. Upon termination, ENGINEER shall refund
to the OWNER any profits realized under this contract, and ENGINEER shall be liable to the OWNER.
for any costs incurred by the OWNER in completing the work described in this contract. At the
discretion of the OWNER, these sanctions shall also be applicable to any such conviction obtained after
the expiration or completion of the contract.

GC 10 of 11

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

ENGINEER warrants that no gratuities (including, but not limited to, entertainment or gifts) were offered
or given by ENGINEER to any officer or employee of the OWNER 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 OWNER 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 OWNER under this contract or at law.

27. THIRD PARTY INTERESTS AND LIABILITIES. The OWNER and 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 OWNER and ENGINEER.

28. 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.

29, 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 unenforgeable provisions for sole purpose of rectifying the invalidity or
unenforceability.

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire
contract between the OWNER. and 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.

31. CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws of the
State of New Hampshire and any litigation shall be brought in a court located in the State of New
Hampshire.

GC 11 of 11

REPORT OF THE FINANCE COMMITTEE
FEBRUARY 15, 2017

A meeting of the Finance Committee was held on Wednesday, February 15, 2017, at 7:00 p.m. in the
Aldermanic Chamber.

Mayor Jim Donchess, Chairman, presided.

Members of the Committee present: Alderman-at-Large Lori Wilshire
Alderman-at-Large Michael B. O’Brien
Alderman June M. Caron
Alderman Ken Siegel

Members not in Attendance: Alderman-at-Large Mark S. Cookson, Vice Chair
Alderman Benjamin M. Clemons

Also in Attendance: Dan Kooken, Purchasing Manager
Brian Rhodes, Asst. Fire Chief
Madeleine Mineau, Waterways Manager

PUBLIC COMMENT
COMMUNICATIONS

From: Dan Kooken, Purchasing Manager
Re: | Contract Award for Nashua Downtown Waterfront Conceptual Plan (Value $49,000)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AWARD THE CONTRACT TO
HALVORSON DESIGN PARTNERSHIP IN THE AMOUNT OF $49,000. FUNDS ARE AVAILABLE IN
DEPARTMENT 181, COMMUNITY DEVELOPMENT; ESCROWS

ON THE QUESTION

Mayor Donchess

In last year’s budget, we budgeted $50,000 for a master plan. This is the first stage of that. Madeleine and a
group of city employees put out a RFP and received proposals.

Ms. Mineau

The goal of this project is to produce a high level plan for the downtown waterfront that would reflect the
community's vision for the next 10-20 years. The plan would recommend specific improvements, amenities,
green space to really best utilize our downtown riverfront. The product would include prioritizing projects and
associated cost estimates as well as a synthesis of what was learned as part of the public engagement piece
of this project. We felt we needed some assistance from a consultant to do this plan, especially as far as
producing high level graphics and advising us on the public engagement and producing the plan, itself. We put
out a RFP and got fantastic responses. We got 15 proposals, five of which were incomplete so we considered
the ten that | summarized in the memo. Halvorson we were really impressed with the previous projects they
completed that were very similar to what we’re looking for our downtown waterfront plan. We were impressed
with their graphics, how they synthesized some information and how they presented that. They also seem to
have a very well put together team with diverse experience that we found really impressive. Four of us

Finance Committee Page 2
February 15, 2017

reviewed all of the proposals: Sarah Marchant, myself, Tim Cummings and James Vayo. We unanimously
thought that Halvorson had the best proposal.

Alderman O’Brien

Some of this is from my old neighborhood. | grew up in Cambridge. | remember the Charles Railroad
Riverside press used to dump into it, very similar to the old days of the Nashua River where downstream there
was pollution. It’s such a valuable resource. Looking at what this company has done, it’s a great asset for our
future. The potential is there for some great stuff.

Ms. Mineau

Absolutely. They were very involved in the Charles River Esplanade 2020 plan. That was one of the products
we found very impressive.

MOTION CARRIED

MOTION BY ALDERMAN SIEGEL THAT THE RULES BE SO FAR SUSPENDED AS TO ALLOW FOR
THE INTRODUCTION OF A COMMUNICATION RECEIVED AFTER THE AGENDA WAS PREPARED
MOTION CARRIED

From: Brian D. Rhodes, Assistant Fire Chief
Re: Knox Box Request Clarification

MOTION BY ALDERMAN SIEGEL TO ACCEPT AND PLACE ON FILE
MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Purchase of Knox Lock Security System (Value: $13,300)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AUTHORIZE THE PURCHASE
FROM KNOX COMPANY IN THE AMOUNT OF $13,300. SOURCE OF FUNDING IS DEPARTMENT 152,
FIRE EMERGENCY SERVICES; GENERAL FUND

ON THE QUESTION
Alderman O’Brien

As you know | am familiar with the Knox Box, but | think a lot of people at home is asking: what is the Knox
Box. Can you briefly give a description of what its intentions to do and how it is a very high security matter?

Assistant Fire Chief Rhodes

Approximately 20 years ago, the City of Nashua and the Fire Department at that time decided we needed to
upgrade the way we handled keys to commercial properties in the community. The city was really growing and
having a large key ring in a truck and sometimes multiple key rings really wasn’t the most efficient way to keep
these keys. The Knox Company is out of Arizona. It puts a mini safe on the exterior of the building. One of
the key components to their system is no other community has the same locks that we have. We have a
Nashua key. Every person who comes through the city who wants to get one for their building, they pay for
themselves. We highly encourage it through the Fire Marshal’s Office. Once the code is there that it’s going to
Nashua, the lock in the device itself is keyed to Nashua. Hudson Fire Department can’t come to Nashua and
open it. Manchester, Hollis, anybody else. This system that we are requesting goes in the vehicles and is a
way of securing the master key that we have. It creates better accountability. We'll be able to track to see
who took the key out, who put the key back. Hopefully who didn’t. There is also a blue strobe light on the top

Finance Committee Page 3
February 15, 2017

of this box that when it is activated the light will activate to show that the key is out of it. There is also an
interlock where it will go into alarm if the vehicle max break, the airbrakes. That was in the chief's initial memo
to you, similar to the optacons for the traffic preemption devices we have now. They are tied into the airbrake
system of the truck so we don’t sit on Main Street at a call and tie up traffic while we’re there. This system ties
into that. There will be no additional cost for installation after this. Our mechanics will handle this in the regular
course of business.

Alderman Siegel

| would like to thank Assistant Chief Rhodes who took the time this afternoon to speak to me about this, and
explain it in detail and also for drafting the additional documentation that we received. It’s clearly a necessary
system.

Alderman Wilshire

| also appreciate the work you put in on this. | am familiar with the Knox Box system. | think it’s an invaluable
service that you provide. Thank you.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Approval to Donate Surplus Equipment

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND APPROVE DONATING THE
SURPLUS EQUIPMENT TO THE ERROL, NEW HAMPSHIRE, FIRE DEPARTMENT

ON THE QUESTION

Asst. Fire Chief Rhodes

Errol is way up there, on the Canadian, Maine side of the state. It’s a community of 310 residents. Itis a
highly utilized recreational area of our state. They obviously don’t have the means for this type of equipment. |
know a lot of Nashua residents go up that way to hunt and fish and hike. We were able to trade in some of the

equipment when we got the federal grant to upgrade our rescue equipment. They wouldn't take all of it, and
due to its age, it is still somewhat serviceable but no one is going to buy 20-year old technology.

Alderman Siegel

| think it’s the right thing to do. How did they vote on HB 413? A quid pro quo?

Alderman O’Brien

This isn’t the first time we’ve done something like this, a goodwill gesture to other communities. | do remember
a fire truck or something like that that was not serviceable to Nashua anymore but was perfect for a very small
community such as what we are dealing with here. This is Christmas whenever they get it. It could actually
save a life up there. We've done this in the past.

Asst. Fire Chief Rhodes

We have, yes.

Alderman Caron

CHANGE ORDER

No. 1

PROJECT: 2022 Paving Program

EXECUTED CONTRACT DATE: March 22, 2022

DATE OF ISSUANCE:___Upon City Approval EFFECTIVE DATE: Upon City Approval

OWNER: City of Nashua, NH
OWNER’s Purchase Order NO.: 170206
CONTRACTOR: Sunshine Paving Corporation
ENGINEER: DPW Engineering

You are directed to make the following changes in the Contract Documents:

Description:

Increase Item 900 liquid asphalt adjustment from $125,000.00 to $250,000.00.

Justification:

Item 900 liquid asphalt adjustment is an allowance to account for the price increase or decrease of
liquid asphalt. The cost of the liquid asphalt is furnished by the NHDOT Bureau of Materials and
Research monthly. Over the course of the construction season the cost of this item has increased from
$625.00/ton (January 2022) to $800.00/ton (August 2022).

Attachments:

New Hampshire Monthly Fuel and Asphalt Prices (Page 1)

IFBO660-020922 2022 PAVING PROGRAM
Change Order #1
Pagel1lof 2

Finance Committee Page 4
February 15, 2017

| think this is a great idea too because even though it’s older, it’s something that town probably won’t use as
often as we might have here because of the traffic. The only people that go up there are hunters basically. |
think this is a great gesture, and | think it would be wonderful no matter how they voted.

MOTION CARRIED

UNFINISHED BUSINESS - None

NEW BUSINESS — None

TABLED IN COMMITTEE

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
JANUARY 27, 2017 TO FEBRUARY 9, 2017

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 7:15 p.m.

Alderman Ken Siegel
Committee Clerk

Nashua Fire Rescue Sieve: Galibeau

Administrative Office aaah oe
70 East Hollis Street, Nashua, NH 03060 FAX (603) 594-3654
www.nashuafire.com GalipeauS@NashuaNH.gov

To: BoA Finance Committee

From: Brian D. Rhodes, Assistant Fire Chief
Date: February 15, 2017

Re: Knox Box Request Clarification

Honorable Committee Members,

Please accept this correspondence as clarification of our Knox Box request. This request is for
our master key security and accountability. Prior to switching to the Knox Box Key Security
System a great many of our cities commercial properties keys were on a key ring on all NFR
apparatus. At some point in our history when it was no longer practical to carry all of these keys
we started placing property master keys in Fire Alarm Call Boxes that were mounted on
buildings. These call boxes are constructed of cast aluminum and easily “jimmied” open.
Approximately 20 years ago NFR began requesting commercial property owners to purchase
Knox Security Boxes for their property. These boxes are permanently mounted on the exterior
of the building and are in effect a small safe that is not easily opened. All boxes installed in the
City of Nashua are keyed alike and can only be opened with a “Nashua” key.

As Chief Galipeau stated in his correspondence the City of Phoenix, Arizona incurred great cost
when it was determined that they could not account for all of their Knox Master Keys. The
purchase of this additional Knox equipment will provide greatly enhanced security and
accountability for the master keys in NFR’s possession. We are extremely fortunate that we, The
City or NFR, have not been faced with the loss of a master key. We know that our community
places great trust in us and this purchase will enhance our trust by insuring greater security and
accountability.

Regards,

“Rud Ched_ae

Brian D. Rhodes
Assistant Fire Chief

REVISED
FINANCE COMMITTEE

FEBRUARY 15, 2017
7:00 PM Aldermanic Chamber

ROLL CALL

PUBLIC COMMENT

COMMUNICATIONS

From: Dan Kooken, Purchasing Manager

Re: Contract Award for Nashua Downtown Waterfront Conceptual Plan (Value $49,000)
Department: Department 181 Community Development; Fund: Escrow

From: Dan Kooken, Purchasing Manager

Re: | Purchase of Knox Lock Security System (Value: $13,300)

Department: 152 Fire Emergency Services; Fund: General

From: Dan Kooken, Purchasing Manager
Re: Approval to Donate Surplus Equipment

UNFINISHED BUSINESS — None
NEW BUSINESS — None
DISCUSSION

RECORD OF EXPENDITURES

PUBLIC COMMENT
NON-PUBLIC SESSION

ADJOURNMENT

\ THE CITY OF NASHUA “The Cate City’

Financial Services

Purchasing Department

February 9, 2017
Memo #17-096

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT AWARD FOR NASHUA DOWNTOWN WATERFRONT CONCEPTUAL

PLAN (VALUE $49,000)
DEPARTMENT: DEPARTMENT 181 COMMUNITY DEVELOPMENT; FUND: ESCROW

Please see attached communication from Madeleine Mineau, Waterways Manager, dated
February 1, 2017 for information related to this contract award.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual
services, except as otherwise provided herein, when the estimated cost thereof shall exceed
$10,000 shall be purchased by formal, written contract from the lowest responsible bidder, after
due notice inviting bids.

The Waterways Department and Purchasing Department recommend the award of this contract
to Halvorson Design Partnership of Boston, MA in an amount of $49,000.

Respectfully:

berg CZ,

~TDan ooken
Purchasing Manager

Ce: S. Marchant M.Mineau J. Graziano

229 Main Street e Nashua, New Hampshire 03061 e Phone (603) 589-3330 e Fax (603) 589-3233