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injury to or destruction of tangible personal property, or to failures of the Work, including the
loss of use resulting therefrom, and is caused, in whole or in part, by any negligent act, error
or omission of ESCO, any consultant or associate thereof, anyone directly or indirectly
employed by ESCO. ESCO shall submit a Certificate of Insurance and policy endorsement
verifying said coverage upon execution of this Agreement and also any notices of renewals
of such policy as they occur.

8.6 Environmental Impairment Liability Insurance

ESCO shall maintain in full force and effect, at ESCO’s expense, a Sudden & Accidental
Environmental Impairment Liability Insurance Policy in the amount of $1,000,000 minimum
coverage unless comparable coverage is provided pursuant to the policy requiredin Section
8.05. The policy shall remain in effect for the duration of the applicable statute of limitations
for claims against construction professionals.

ESCO shall be responsible for all claims, damages, losses or expenses, including attomeys
fees, arising out of or resulting from the cleanup, removal, and handling of hazardous
materials contemplated by this Contract and is caused, in whole or in part, by any negligent
act, error or omission of ESCO, any consultant or associate thereof, anyone directly or
indirectly employed by ESCO. ESCO shall submit a Certificate of Insurance and policy
endorsement verifying said coverage upon execution of this Agreement and also any
notices of renewals of such policy as they occur.

8.7 Customer as Additional Insured
The Customer shall be named as additional insured on ESCO’s Liability Policies.
8.8 Certificates of Insurance, Policies

Certificates of insurance and policy endorsements, acceptable to the Customer, shall be
submitted to the Customer upon the execution of this Contract and shall be renewed upon
expiration of the policies. Certificates shall indicate that the coverage required bysection
8.01 through 8.06 is in effect. If the Customer is damaged by ESCO’s failure to maintain
such insurance, then ESCO shall be responsible for all reasonable costs or damages
attributable thereto. Certificates shall note the thirty (30) day cancellation notice requirement
of Section 8.09. All policies shall be issued by companies authorized to write that type of
insurance under the laws of the State of New Hampshire. Any and all deductibles and self-
insured retention contained in any insurance policy shall be assumed by and at the risk of
ESCO.

8.9 Cancellation
Customer shall be provided notice of cancellation at least thirty (30) days prior to the
effective date thereof for any insurance policy required of ESCO by this Contract.

8.10 Bonds

ESCO shall provide the Customer with payment and performance bonds and unless waived
by Customer pursuant to Section 6.05, so called, to cover the full term and value of the
Contract and issued by a regulated financial institution wth a Best Rating of not less than A,
or a comparable rating from a recognized financial rating firm, as follows:

26 ESCO Contract — Nashua Schools & EEI, Inc.

1) Performance and payment bonds shall secure 100% of the Contract Price (these
bonds apply only to the Work to be performed, and do not cover any
guaranteed savings)

Any performance and payment bonds shall be maintained in full force and effect by ESCO
until Project Acceptance. Customer agrees that upon Project Acceptance any performance
and payment bonds shall be released and any obligations arising thereunder shall be
terminated. AIA bond forms may be employed.

This Agreement shall be governed and construed in accordance with the law of the State of New Hampshire and
any action in law or in equity concerning any dispute arising out of this Agreement, the obligations performed or to
be performed thereunder, or in any way referable thereto shall be brought in the New Hampshire Superior Court

for the Southern Judicial District of Hillsborough County or in the New Hampshire 9th Circuit Court situated in
Nashua, New Hampshire and not elsewhere.”

27 ESCO Contract — Nashua Schools & EEI, Inc.

9. General Provisions
9.1 Dispute Resolution

Disputes regarding changes in and interpretations of the terms or scope of the Contract and
denials of or failures to act upon claims for payment for extra work or materials shall be
resolved according to the following procedures:

1) All claims by ESCO shall be made in witing and submitted to the Customer fora
written decision.

2) ESCO shall not delay, suspend, or curtail performance under the Contractas
a result of any dispute subject to this section.

3) Within sixty (60) days of submission of the dispute to the Customer, the Customer
shall issue a written decision stating the reasons therefor, and shall notify the
parties of their right of appeal under this section. If the official of the Customer
is unable to issue a decision within sixty (60) days, he shall notify ESCO in
writing of the reasons and of the date by which the decision shallissue.

4) Failure to issue a decision within one hundred and twenty (120) day period or
within the additional period specified in such written notice shall give the
petitioner the right to pursue any legal remedies available to him without
further delay.

5) ESCO and Customer agree that all disputes relating to this Contract and
performance thereunder shall be resolved through courts in the State of
New Hampshire and any appellate court from which an appeal may be
taken therefrom. To the fullest extent permitted by law, the parties
irrevocably and unconditionally submit to the exclusive jurisdiction of said
court.

9.2 Conditions Beyond Control of the Parties

Except as otherwise provided herein, if either party shall be unable to carry out any material
obligation under this Contract due to events beyondits control, such as acts of God,
governmental or judicial action, insurrections, riots, extended labor disputes, fires,
explosions or floods, this Contract shall remain in effect but the affected party’s obligations
shall be suspended until the uncontrollable event terminates or is resolved, unless the
Contract is terminated by either party following a ninety (90) day delay, in which event,
Customer shall pay ESCO for all parts of the Work furnished to the date of termination or as
otherwise agreed.

9.3 Labor Laws

ESCO shall obey and abide by all laws and regulations of the State of New Hampshire
relating to the employment of labor and public work, including, without limitation, the
State’s drug-free workplace policy (ESCO shall deliver to Customer a certificate of
compliance with such policy).

ESCO shall comply with all federal and state laws, rules and regulations promoting fair

28 ESCO Contract — Nashua Schools & EEI, Inc.

| \ _| City of Nashua
\ Fiscal Year 2017 Escrow Requests —
a | Requiring Mayor Approval
| Escrow
Line! Department | FROM DEPT Accounting Explanation For Request
No.; Requestingthe Escrow | Fund Department Number) Classification | —_ Budgeted Purpose Escrow Request Amount |
General Fund Capital improvements 7 | | _
1 |Nashua Airport Authority 410061 Airport 148 | Capital Improvements To fund Airport Capital Improvements S 22,500.00
2 |Fire 1001 Fire 152 iL _ 81 |___Capital improvements To fund Capita! Improvements - Deferred Maintenance Projects 14,922.45
3 |Streets 1001 Streets 1614 81 Capital Improvements To fund a portion of the Main Street Sidewalk Project ' 300,000.00
4 |Streets 1001; Streets 161 81 Capital {mprovements To fund a portion of the Sidewalk Program : 77,335.62
| 5 [School ; 4001 | School 191 81 Capital Improvements To fund Capital Improvements - Deferred Maintenance Projects 274,308.03
6 |Subtotal - General Fund Capital Improvements $ 689,066.10
7 |
8 _\Prior Year Escrows ___
9 [Board of Aldermen | 1020 Board of Aldermen 102 71 Equipment To fund the cost of new tablets for Board of Aidermen members 5 5,084.86
10 i Board of Aldermen ; 1010 Board of Aldermen 102 81 Capital Improvements To fund the cost of Aidermanic Chamber Improvements 9,558.60
11 |Fire { 1010 Fire 152 81 Capital Improvements To fund the design of an addition to the Spitbrook Road Fire Station 56,750.00
12 |Emergency Management 1010| Emergency Management 156 61 Supplies & Materials To fund the purchase training materials 1,980.00
13 |Streets 1010 | Streets 161 54 Property Services To fund the cost of AVL monitoring services 13,560.00
14 |Streets 1010 | Streets 161 71 Equipment To fund the cost of AVL equipment 2,821.52
15 |Community Services 1010 Community Services 171 53 . Prof & Tech Services i. To fund the cost of new Public Health Buitding consulting services 16,700.00
16 |Parks & Recreation 1010 Parks & Recreation 177 81 Capital kmprovements To fund the cost of Lincoln Park improvements 13,632.86
17 |Library 1010 Library 179 —; 81 Capital Improvements To fund the cost of A/C equipment and installation 92,200.00
18 |Economic Development 1010 Economic Development 183 ~ 53 Prof & Tech Services To fund the cost of appraisals 15,347.66
19 |Transit 4010 Transit __186 89 Transfer to Grants Fund To fund local match for Transit operations 25,500.00
20 |Transit 1010 Transit 186 89 Transfer to Grants Fund To fund the Jocal match of paratransit vans t 44,758.00
21 |Subtotal - Prior Year Escrows | _ $ 297,893.50
22 |
23 |General Fund Operating Budgets
24 |Board of Aldermen __ 1000 Board of Aldermen 102 : 51 | Salaries | To fund the cost of part-time payroll overtime $ 5,000.00 |
25 Civic & Community Activities; 1000 | Civic & Community Activities 109 i : 56 ( Outside Services To carry over the FY2016 Funding for the Arts 25,000.00
26 |Financial Services 1000 Financial Services 126 | 55 Other Services To fund the cost of Conferences and Seminars 4,500.00
27 |Emergency Management 1000] Emergency Management i 156 55 Other Services To fund the cost of Trainings and Certifications 1,100.00
| 28 |Citywide Communications | 1000| Citywide Communications 157 54 Property Services To fund the cost of replacing AC/Heat Units at the three radio sites 18,500.00
29 |DPW/Engineering | 1000 DPW/Engineering 160 55 Other Services To fund the cost of railroad right of way fees 5,600.00
30 ;Community Services | 1000 Community Services 171 55 Other Services To fund the cost of Trainings and Certifications 3,000.00
31 }Community Services | 1000 Community Services 171 61 Supplies & Materials __To fund the cost of miscellaneous supplies 3,000.00
32 |Economic Development | 1000} Economic Development 183 51 Salaries To fund the cost of a summer intern 4,800.00
33 [Subtotal - General Fund Operating Budgets I ee _ $ 70,500.00
34 |Total Like Escrows Approved by Mayor ! i $ 1,057,459.60
L | _

Eagle Point Gun/T} Morris and Son

Federal Cartridge Ammunition oe

Price List majortjmorrisiii@comcast.net
Pistol Ammunition
Caliber Product Code Description Price Rds/cs
.25 cal AE25AP 50 gr. FMJ American Eagie $202.36 1000
32 Cal AE32AP 71 gf. FMJ American Eagle $220.76 1000
.380 ca! AE380AP 95 gr. FMJ American Eagle $202.36 1000
P380HS1G 90 gr. HYDRA-SHOK Premium Hollow Point $371.35 1000
9mm AESAP 124 gr. FMJ American Eagle $194.41 71000
AE9DP 115 qr. FMJ American Eagle $194.41 1000
AESFP 147 gr. FMJ-Flat Point American Eagle $204.24 1000
AESN1 124 gr. TMJ with TMF Primer (reduced lead) AE $209.70 1000
AESN2 147 gr. TMJ with TMF Primer (reduced lead) AE $209.70 4000
BCSNT3 100 gr. RHT No Lead Frangible $365.89 1000
9BP 115 gr. JHP Classic Hi-Shok $205.97 1000
SBPLE 115 gr. +P+ JHP Classic Hi-Shok $216.26 1000
9MS 147 gr. JHP Sub-Sonic Classic Hi-Shok $205.97 1000
PSHS1G1 124 gr. HYDRA-SHOK Premium Hollow Point $293.61 4000
P9HS2G1 147 gr. Sub-Sonic HYDRA-SHOK Premium Hollow Point $293.61 1000
PSHST1 124 gr. HST Premium Hollow Point $256.89 1000
P9HST2 147 gr. HST Premium Hollow Point $256.89 1000
P9HST3 124 gr. +P+ HST Premium Hollow Point $256.89 1000
38 Special AE38B 158 gr. Lead Round Nose American Eagle $303.63 1000
AE38K 130 gr. FMJ American Eagle standard velocity $303.63 1000
GM38A 148 gr. HBWC Gold Medal Match standard velocity $241.38 1000
386 158 gr. +P LSWC Hollow Point Classic Hi-Shok $263.22 1000
P38HS1G 129 gr. +P HYDRA-SHOK Premium Hollow Point $351.69 1000
357 Magnum AE357A 158 gr. Jacketed SP American Eagle $312.74 1000
C3578 125 gr. Hi-Shok JHP $238.28 500
C357G 180 gr. JHP Classic $191.14 500
P357HS1G 158 gr. HYDRA-SHOK Premium Hollow Point $676.27 1000
367 SIG AE357382 125 gr. FMJ American Eagle $245.49 1000
P35751 125 gr. JHP Hollow Point $441 52 1000
.40 cal AE40R1 180 gr. FMJ American Eagle $237.01 4000
AE40R3 165 gr. FMJ American Eagle $237.01 1000
AE40N1 180 gr. TMJ with TMF Primer (reduced lead) AE $265.40 4000
BC40CT1 125 gr. RHT No Lead Frangible $375.65 1000
40SWA 186 gr. JHP Classic Hi-Shok $266 50 1000
P40HS1G 180 gr. HYDRA-SHOK Premium Hollow Point $293.61 1000
P40HS3G 165 gr. HYDRA-SHOK Premium Hollow Point $293.61 1000
P40HST1 180 gr. HST Premium Hollow Point $294.35 4000
P40HST3 165 gr. HST Premium Hollow Point $294.35 1000
10mm * AE10A 180 gr. FMJ American Eagle $349.50 1000
44 Special C44SA 200 gr. Semi-wadcutter Hollow Point $223,62 500
44 Magnum AE44A 240 gr. JHP American Eagle $487.12 1000

2019 New Hampshire

employment practices or prohibiting employment discrimination and unfair labor practices.
ESCO shall not discriminate in the delivery of services against any person who otherwise
meets the eligibility criteria for services, or in the hiring of any applicant for employment nor
shall any qualified employee be demoted, discharged or otherwise subject to discrimination
in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of
their employment because of race, color, national origin, ancestry, age, sex, religion,
disability, status as a Vietnam Era Veteran, sexual orientation or for exercising any rights or
benefits afforded by lawincluding the requirements of Federal Executive Orders 11246,
11625, 11375 and 11830 and Title 28 Chapter 5.1.

9.4 Prevailing Wage Rate
NWA

9.5 Appropriations

The Customer reasonably believes that funds can be obtained sufficient to make all
payments due to ESCO under this Contract. The Customer hereby covenants that it will
make reasonable and diligent efforts to obtain and maintain funds from which such
payments may be made, including making provisions for such payments to the extent
necessary in each annual or supplementary budget submitted for the purpose of obtaining
funds, and using reasonable efforts to have such portion of the budget approved. Nothing
herein shall obligate the Customer to institute legal action before any court, to commence
proceedings before any forum, or to institute proceedings in the nature of mandamus
against any public official in attempting to obtain said funds.

96 Laws, Regulations, Ordinances and Standard Practices

ESCO shall perform its obligations hereunder in compliance with any and all applicable
federal, state, and local laws, regulations, ordinances and by-laws, including applicable
licensing and permitting requirements, in accordance with sound engineering and safety
practices, and in compliance with any and all reasonable rules or policies of the Customer
relative to the properties. ESCO shall be responsible for obtaining all governmental pemmits,
licenses, consents, and authorizations as may be required to perform its obligations
hereunder (see also Section 5.10 regarding permits and fees pertaining to the Work).

9.7 Access and Inspection

Customer shall have access to inspect, upon reasonable notice, the Work and the books,
records, and other compilations of data which pertain to this Contract. Records shall be kept
on a generally recognized accounting basis and calculations kept on file in legible form.
Records shall be saved or archived by ESCO for a period of three (3) years after the
termination of this Contract and shall be kept or made available within NewHampshire.

ESCO shall have access, upon reasonable notice to the Customer, to inspect the property
to assess the condition and operation of material and equipment installed.

9.8 Ownership Rights

All drawings, reports and other materials prepared by ESCO specifically in performance of
29 ESCO Contract — Nashua Schools & EEI, Inc.

this Contract shall become the property of the Customer as needed or upon the termination
of the Contract. Customer shall be entitled to any currently or future available credits other
than those agreed to by the Parties to be assigned to the ESCO, i.e. utility rebates, or rights
of use associated with the reduction of energy use, particular technologies employed in or
any attributes associated with the Work.

9.9 Certificates
ESCO certifies as follows:

1) Certificate of Authorization: If ESCO is a corporation, each person executing this
Contract on behalf of ESCO hereby covenants, represents and warrants that
ESCO is a duly incorporated or duly qualified (if foreign) corporation and is
authorized to do business in the State of New Hampshire (a copy of evidence
thereof to be supplied to the Customer upon request); and that each person
executing this Contract on behalf of ESCO is an officer of ESCO and that he
or she is duly authorized to execute, acknowledge and deliver this Contract
to the Customer, a copy of a corporate resolution to this effect is attached
hereto as Attachment 9 - Corporate Resolution.

2) Tax Compliance Certification: Each person signing this Contract on behalf of
ESCO hereby certifies, under the penalties of perjury, thatto the best of
his/ner knowedge and belief, ESCO has complied with any and all
applicable state taxlaws.

3) Certificate of Non-collusion: The undersigned certifies under penalties of penury
that this Contract has been made in good faith and without collusion or
fraud with any other person. As used in this certification, the word “person”
shall mean any natural person, business, partnership, corporation, union,
committee, club, or other organization, entity of group of individuals.

4) Foreign Corporation: ESCO, if a foreign corporation, hereby certifies that it is in
compliance with Title 7 Chapter 1.1 of the General Laws of New
Hampshire and that the name and address of the resident agent is
included with Attachment 9 - Corporate Resolution.

9.10 Assignment

ESCO shall not assign, transfer, convey, or otherwise dispose of this Contract, or any part
hereof, or its right, title or interest in the same or any part thereof, without the prior written
consent of the Customer provided, however, that Customer may not unreasonably withhold
or delay its consent to an assignment of its interest in this Contract to a corporate affiliate
and provided further that ESCO may without the consent of Customer assign its rights for
payments under this Contract to any financial institution, lender or investor in connection
with a leasing or financing arrangement for the ECMs/OCMs. ESCO shall not otherwise
assign by power-of-attomey, or otherwise, any of the moneys due or to become due and
payable under this Contract, without the prior written consent of the Customer.

9.11 Applicable Law and Severability

30 ESCO Contract — Nashua Schools & EEI, Inc.

This Contract is made and shall be interpreted and enforced in accordance with the laws of
the State of New Hampshire without regard to its conflict of laws provision. If any provision
of this Contract shall be determined to be invalid or unenforceable under applicable law,
such provision shall, insofar as possible, be construed or applied in such manner as will
permit enforcement; otherwise this Contract shall be construed as ifs such provision had
never been made part thereof.

9.12 Independent Contractor

The Contractor shall perform its duties hereunder as an independent contractor and not as
an employee. Neither the Contractor nor any agent or employee of the Contractor shall be
deemed to be an agent or employee of the State of New Hampshire or any agency of
subdivision thereof. Contractor shall be responsible for all payroll taxes and benefits for its
employees and the acts and omissions of its employees, agents, contractors, and
subcontractors.

9.13 Complete Contract

This Contract, together with any documents incorporated herein by attachment as an exhibit
or by reference, shall constitute the entire and exclusive Contract between both parties,
except as may be provided by relevantlaw or regulation, and supersedes and terminates all
prior or contemporaneous arrangements, understandings and agreements, whether oral or
written, and this Contract may not be amended or modified except in writing and executed
by the Customer and ESCO. The RFP and ESCO’s response thereto are incorporated by
reference to the extent not superseded by the Scope of Work or this Contract.

The failure of either ESCO or the Customer to insist upon the strict performance of any term
or condition hereof shall not constitute or be construed as a waiver or relinquishment of
either party’s right to thereafter enforce the same in accordance with this Contract.

9.14 Further Documents

The parties shall timely execute and deliver all documents and perform all further acts that
may be reasonably necessary to effectuate the provisions of this Contract.

9.15 Counterparts

This Contract may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument, and in making proof of this Contract it shall not be necessary to produce or
account for more than one such counterpart.

9.16 Enforceability

ESCO acknowedges that Customer is a government entity that enjoys limited immunity and
other protections under state law from tort claims. As a result, any language in the Contract
that provides for indemnification by Customer, including but not limited to Section 5.17, shall
be enforceable only to the extent permitted by law and shall be limited to the extent of
available proceeds under the insurance policies actually maintained by Customer. Further,
no indemnification by Customer under the Contract shall be deemed or construed to operate

31 ESCO Contract — Nashua Schools & EEI, Inc.

in practical effect to waive any statutory immunity or statutory limitation of liability of
Customer from claims of any third party, or to impose any further or additional liability to
ESCO, that Customer is or would be subject to in a direct claim by such third party.

This Agreement shall be governed and construed in accordance with the law of the State
of New Hampshire and any action in law or in equity concerning any dispute arising out of
this Agreement, the obligations performed or to be performed thereunder, or in any way
referable thereto shall be brought in the New Hampshire Superior Court for the Southern
Judicial District of Hillsborough County or in the New Hampshire 9th Circuit Court situated
in Nashua, New Hampshire and not elsewnere.”

32 ESCO Contract — Nashua Schools & EEI, Inc.

10. Contract Signatures

IN WITNESS THEREOF, the parties have each caused this Contract to be executed in
counterparts on the dates set forth below (the last of which shall be considered the date of
execution hereof) by their duly authorized representatives.

Energy Efficient
Company: NashuaSchool District Company: _Investmentsinc,
Name: Name: PaulMurphy
By: By:
Title: Title: Director
Date: Date:

33 ESCO Contract — Nashua Schools & EEI, Inc.