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3. PERIOD OF PERFORMANCE. Consultant 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. Consultant shall begin performance upon
receipt of an Executed Contract and a valid Purchase Order issued from the City of Nashua.

4. COMPENSATION. Consultant agrees to perform the work for a total cost not to exceed
Three hundred sixty-one thousand two hundred thirty dollars ($ 361,230.00 )

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions of
Exhibit B or unless Consultant has received a written exemption from the City of Nashua. Consultant shall
submit monthly requests for payment for services performed under this agreement directly to

City of Nashua

Attn: 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
invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month and
must include a detailed summary of the expenditures reported in a form that supports the approved budget.
Specifically, Consultant agrees to provide the following with each request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number, a listing
of personnel hours and billing rates, and other expenditures for which payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a description of
the work accomplished, problems experienced, upcoming work, any extra work carried out, and a
schedule showing actual expenditures billed for the period, cumulative total expenditures billed
and paid to date under the contract, and a comparison of cumulative total expenditures billed and
paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Consultant. The City of Nashua will pay
Consultant within 30 days of approval by the City of Nashua of the submitted invoice forms and progress
reports. The City of Nashua will make no payments until the invoice forms and progress reports have been
submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless approved
by the City of Nashua.

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:

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CITY OF NASHUA REPRESENTATIVE:

Community Development Division
Deb Chisholm, Waterways Manager
229 Main Street, PO Box 2019
Nashua, NH 03060

NORMANDEAU REPRESENTATIVE:

Normandeau Associates, Inc.
Drew Trested, Fisheries Biologist
25 Nashua Road

Bedford, NH 03110

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 Consultant 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)

James Donchess, Mayor
(Printed Name and Title)

Date

Normandeau Associates, Inc (signature)

(Printed Name and Title)

Date

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

CONSULTANT SFATUS

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
CITY 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

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THE SCIENCE OF WHERE™

From: VeinoD @nashuanh.gov

When: 3:00 PM - 4:00 PM May 11, 2022

Subject: Esri Enterprise Agreement Renewal

Location: https://usO2web.zoom.us/j/88027260803 ?pwd=MIVoeVIOYOs2 Ung3aDhYb2hjczNxZz09

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General Terms and Conditions

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

CONSULTANT STATUS The parties agree that Consultant shall have the status of and shall
perform all work under this contract as a Consultant, 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 Consultant, and nothing in this contract shall create
any contractual relationship between the City of Nashua and Consultant's consultants, sub
consultants, contractors, or subcontractors. The parties also agree that Consultant 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 Consultant 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 Consultant shall be responsible for the professional quality, technical
accuracy, completion in accordance with a mutually agreed upon schedule, and coordination of
all work performed under this contract. Consultant 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 Consultant 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, Consultant 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 Consultant'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
Consultant shall not in any way relieve Consultant 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 Consultant'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 Consultant shall be and
remain liable in accordance with the terms of the contract and applicable law.

Consultant 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 Consultant to
perform work under this contract. Approved key personnel shall not be taken off of the project
by Consultant without the prior written approval of the City of Nashua, except in the event of
termination of employment. Consultant 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

GC 2 of 11

Consultant, 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 Consultant's
performance under the contract. Consultant 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 Consultant should proceed with any or all of the proposed change. If
the change causes an increase or a decrease in Consultant'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 Consultant for adjustment under this clause shall be asserted in
writing within 30 days of the date the City of Nashua notified Consultant of the change.

When Consultant seeks changes, Consultant 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 Consultant should
proceed with any or all of the proposed change.

Except as provided in this paragraph, Consultant 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 Consultant in the performance of its work under this contract and that such personnel will be
available to Consultant 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 Consultant 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 Consultant also agree to attend all
meetings called by the City of Nashua or Consultant to discuss the work under the Contract, and
that Consultant may elect to conduct and record such meetings and shaii later distribute prepared
minutes of the meeting to the City of Nashua.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Consultant 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 Consultant. All
future questions Consultant 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 Consultant'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 Consultant prior to having received the City of
Nashua's resolution shall be at Consultant's risk and expense. At all times, Consultant 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. Consultant is responsible for

GC 3 of 11

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 Consultant 10 day’s 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, Consultant shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. 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.

In the event of a termination, abandonment, or suspension at will, Consultant shall receive al!
amounts due and not previously paid to Consultant for work satisfactorily completed in
accordance with the contract prior to the date of the notice and 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 Consultant in the event of a failure by Consultant 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. Consultant shall be given an opportunity for consultation with the City of
Nashua prior to the effective date of the termination. Consultant may terminate the contract on
10 calendar days written notice if, through no fault of Consultant, the City of Nashua fails to pay
Consultant 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, Consultant shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. 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,

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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, Consultant shall receive all amounts due and not
previously paid to Consultant 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
Consultant's failure. Consultant 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
Consultant until such time as the exact amount of damages due to the City of Nashua is
determined. All claims for payment by the Consultant 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 Consultant 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, complete or
make sufficient progress on the work in a timely and professional manner, it is determined that
Consultant 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 Consultant such that Consultant receives total compensation in the same amount as it would
have received in the event of a termination-at-will.

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 Consultant shall cease conducting business, the City of Nashua shall
have the right to solicit applications for employment from any employee of the Consultant
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 Consultant's principals, officers, employees, agents, subcontractors,
consultants, vendors, or suppliers are expressly recognized to be within Consultant'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 a Consultant Representative. At all
times, Consultant 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 Consultant, the parties shall attempt to
resolve the dispute, by entering in structured non-binding negotiations with the assistance of a
mediator on a without prejudice basis. The mediator shall be appointed by the agreement of the
parties. If the dispute cannot be settled within a period of thirty (30) calendar 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 right 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 Consultant for damages because of hindrances or

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delays in the progress of the work from any cause, and Consultant agrees to accept in full
satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

INSURANCE Consultant 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.
> $1,000,000 Profession Liability;
> and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Consultant 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 Consultant are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Consultant under this contract. The City of Nashua shall
not maintain any insurance on behalf of Consultant. Consultant shall require Subcontractors to
carry appropriate and lawful amounts of insurance for the services they are providing. Consultant
will ensure compliance with this section and shall receive valid certificates of insurance from all
Subcontractors as proof that coverage is in place.

Consultant 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 of Nashua 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. Consultant 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, Consultant 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 Consultant of its responsibilities
or limit the amount of its liability to the City of Nashua or other persons, and Consultant 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.
> Consultant is responsible for and required to remedy all damage or loss to any
property, including property of the City of Nashua, caused in whole or part by
Consultant or anyone employed, directed, or supervised by Consultant.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Consultant agrees
to indemnify and shall hold harmless the City of Nashua, its officials, employees and authorized
representatives and their employees from and against any and all actions, legal or administrative
proceedings, arbitrations, damages, liabilities, interest, reasonable attorney’s fees, costs and

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14.

15.

16.

expenses of any kind or nature in any manner caused, occasioned, or contributed by reason of any
negligent act, omission, or fault or willful misconduct, whether active or passive, of Consultant or
of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Consultant’s indemnity 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. Notwithstanding the above, under no circumstances shall
Consultant be responsible for the negligence or intentional acts of City of Nashua.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this
contract.

Nothing in this contract shall be construed to provide Consultant with a right of payment over any
other entity. Any funds obligated by the City of Nashua under this contract that are not paid to
Consultant shall automatically revert to the City of Nashua’s discretionary control upon the
completion, termination, or cancellation of the agreement. The City of Nashua shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Consultant.
Consultant shall have no claim of any sort to the unexpended funds.

The City of Nashua shall provide notice to Consultant in the event the City of Nashua fails to
appropriate funds, and in such event Consultant’s obligations under the contract shall
immediately cease, except for completion of any services paid in advance if any.

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

COMPLIANCE WITH APPLICABLE LAWS Consultant, 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. Consultant 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, Consultant agrees to the following terms. Consultant will not
discriminate against any employee or applicant for employment because of physical or mental
handicap in regard to any position for which the employee or applicant for employment is
qualified. Consultant 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.

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