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or on behalf of Independent Contractor. The City of Nashua shall have the right to reproduce any
such materials.

Independent Contractor expressly and indefinitely waives all of its rights to bring, including but
not limited to, by way of complaint, interpleader, intervention, or any third party practice, any
claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Independent
Contractor agrees to indemnify, to defend, and to hold harmless the City of Nashua, its
representatives, and employees from any claim or action seeking to impose liability, costs, and
attorney fees incurred as a result of or in connection with any claim, whether rightful or
otherwise, that any material prepared by or supplied to Independent Contractor infringes any
copyright or that any equipment, material, or process (or any part thereof) specified by
Independent Contractor infringes any patent.

Independent Contractor shall have the right, in order to avoid such claims or actions, to substitute
at its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, 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 all the
requirements and be subject to all the terms and conditions of this contract.

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

TAXES Independent Contractor 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. Independent Contractor hereby indemnifies and holds harmless the City of
Nashua from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

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

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 imposed or available by law.

GC-10

26. PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee of the

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City of Nashua to have any indirect or direct interest im this contract or the proceeds of this
contract. Independent Contractor warrants that no officer or employee of the City of Nashua has
any direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this
contract or in the business of Independent Contractor. If any such interest comes to the attention
of Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor also warrants that it
presently has no interest and that it will not acquire any interesi, direct or indirect, which wouid
conflict in any manner or degree with the performance of services required to be performed under
this contract. Independent Contractor further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for
cause in accordance with paragraph 8.

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

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

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent Contractor,
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 City
of Nashua and Independent Contractor.

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.

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 unenforceable provisions for sole purpose of rectifying
the invalidity or unenforceability.

GC-}]

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

31.

contract between the City of Nashua and Independent Contractor. 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.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the
State of New Hampshire and any claim or action brought relating to this contract, the work
performed or contracted to be performed thereunder, or referable in anyway thereto shall be
brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in
the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC-12

BATE (MIRODTYY)

—
ACCORD CERTIFICATE OF LIABILITY INSURANCE o2r2017

THIS CERTIFICATE 18 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLOER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANGE DOES ACT CONSTITUTE A CONTRACT BETWEEN THE SSSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER,

I TPORTANT: 1 the ceriificain holcor ls an ADDITIONAL INGURED, tho palloy(ien) must bo endorsed, 7 SUBROGATION 38 VIAIVED, subject be
the terms and condons of the policy, cartain polisios may require an andersemant. A staiemon on this cartiilcate doos not confer rights te tha

certiicsie hotdes in fou of such ancdorsemends).
PRODUCER Raat: shin Triposne nn oo.
Scottish American Psk Services FROME Eni: 305-743-8805 er _ it NOK
868 Well Street #200 rea JimT @snotamerscon.cam
Bund, OR 87702 _, WSSIREHS) AFRORDMIGSOWEIAGE

iweuaer A; Philzcalphia Indamnity insurance Company

INSURER ieupen es neurance Company ofthe State of Pennsyivania

Solitude Lake Mansgumnt LLC | INSURER ¢ + ee
INSURER B: :
2844 Crusader Cinse Suite 460 INSURER €:
Vinginla Beach VA 2459 INSURER Fs
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS 18 TC CERTIFY THAT THE POLICIES GF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE IMSURED NAMED ABOVE FOR THE POLK Y PERIOD
INDICATED. NOTWITHSTANIING ANY REQUIREMENT, TERM OR CONDITION OF Ady CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOROED BY THE POLICIES DESCRIBED HEREIN iS SUBJECT TO ALL THE TERMS.
EACLUSIGHS AND CONDITIONS OF SUCH POLIGIES. LIMITS SHOWN MAY HAVE BEEN REOUCED SY PAID CLAIMS,

ings TPE GE eunaece “ADOL StiBH nee POLY ERE” POLICY Ey users
GENERAL LISBIUTY : 5 1900000
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& -Gevicenareuen exe ee pRCUINE 4 wea Y “we 038-15-5628
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| _odstareron ore OF OPERATIONS beow: : . - i, DISEASE - nOLiCY Leas 3__._1090000
Pollution Liabiity . : : Per Contamination $5,000,000
: voy : 36154 NOV2016 . HRGIT _ Total Polley Aggragate $8,000,000
DESCRIPTION OF OPERATIONS | LOCATIOUR J VEHICLES (Atiach ADORD 161, Additional Remathe Schedule, b mose gpoce in requdred}
City of Nashua ig an additional i dor al policies with the ation of Workers Gompensation. Covarage-is Primary & Non-Contbutory. Waivar of

Subrogation endorsement it included.

“CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION OATE THEREOF, HOTICE WHL SE DELIVERED IN

ACCORDANCE WITH THE F rouse PROVISIONS.

City of Nashua
229 Main Street

q nnt
Neghval. KH. OBUGT-20'S AUTHORIZEQ REPRESENTATIVE = “Nog Se 5

©1588-2014 A CORPORATION, Alt rights reserved.
The ACORD name and logo ere registered marks of ACORD

ACORD 25 (204 0/05}

Unfiled Notes Page 2

EXHIBIT B
SCOPE OF SERVICES, CONTRACT TIME, AND FEE SCHEDULE

Scope of services

SPECIFICATIONS: The scope of work described below includes services for performing a Reward
(Diquat) and Sonar One (Fluridone) Herbicide Treatment to control invasive fanwort, Eurasian
watermilfoil, variabie milfoil and curiyleaf pondweed in the Nashua River during the 2017 season.

Permitting:
1. SOLitude staff will be responsible for the following:
a. Preparing and filing a Special Permit Application and supporting documentation

with the NH Division of Pesticide Control.

b. Notifying affected abutters of the permit application submission; list of abutters to be
provided/updated by Client.

c. Publishing a legal notice in a local newspaper about the permit application filing.

Lake Aquatic Weed Control:
1. Growth of fanwort, Eurasian watermilfoil, variable milfoil and curlyleaf pondweed in 104

acres as specified by NHDES shall be treated and controlled through the application of
Diquat herbicide and Sonar One (Flaridone) as required for control of the specific varieties
of aquatic weeds found in the treatment at the time of application.

2. Diquat herbicide will be applied at a targeted rate of 1-2 gals/acre to achieve immediate
control of Eurasian watermilfoil, variable milfoil and curlyleaf pondweed present at the
time of application.

3. Sonar One herbicides will be applied at a targeted rate of 10 - 20 ppb per application for
4 applications to achieve long-term control of fanwort, Eurasian watermilfoil, variable
milfoil and curlyleaf pondweed.

4. Applications will be performed using SOLitude’s specially designed and calibrated
treatment systems and boats. GPS systems will be used to provide real-time navigation
and to record treatment passes.

5. Pre-treatment inspection of designated areas will occur prior to treatment.

6. Notification of affected abutters and Town officials via certified mail — return receipt will
occur prior to treatment in accordance with Special Permit conditions.

7. Publication of legal notices in a local newspaper for two consecutive weeks will occur
prior to treatment in accordance with Special Permit conditions.

8. Shoreline posting will be coordinated and performed prior to treatment in accordance
with Special Permit conditions.

Post-Treatment Survey, Herbicide Residue Testing and Reporting:

1. A post-treatment survey of the treatment areas will be performed to assess the level of
target plant control achieved and to document impact to non-target plants. This survey
will be performed in accordance with Special Permit conditions.

2. SOLitude will hire an independent, NELAC accredited laboratory to collect and analyze
water samples for herbicide residues following treatment in accordance with Special
Permit conditions. Copies of sample results will be provided to the client via email as soon
as they are available from the lab.

3. A project-completion report will be prepared that details the treatment program
performed, provides results of the herbicide residue testing and summarizes results of the
treatment program. The report will be prepared and submitted in accordance with
Special Permit conditions.

Client Responsibilities:

1. Client will be responsible for the following:
a. Providing information required for the permit application process upon request.
b. Providing Certified Abutters List and copy of Town Tax Maps for abutter notification as
required.
c. Assisting with querying abutting property owners as to their source of domestic water.
d. Provide a copy of the Long-Term Management Plan (LTMP) prepared by DES.

Contract Time

The term of this contract is from the effective date te December 31", 2017.

Fee Schedule

Task 1: Prepare and file Special Permit application with NH DPC - inclusive of required direct
mailing to a maximum of up 60 abutters and publication of 1 newspaper legal notice.

(Note: any changes to the 2016 permitting process, requirement for a public hearing, or
notification to additional abutters may incur additional charges.)

Jan/Feb $1,250.00 Payment due upon permit application submission

Task 2: Perform chemical treatment of up to 104 acres with Diquat at 1-2 gals/ac and up to 4
applications with Sonar One herbicide at 10-20 ppb - inclusive of required certified

mailings to a maximum of 60 abutters and publication of 2 newspaper legal notices; all

labor, chemical & equipment needed for the treatment. (Note. should less acreage

require treatment or a different herbicide application rate be required the cost will be adjusted
accordingly; notifying additional abutters via certified mail will carry a cost of $7.50/abutter)

June $22,106.90 Payment due upon completion (1st treatment)

July $22,106.90 Payment due upon completion (2nd treatment)
August $22,106.90 Payment due upon completion (3rd treatment)
September $22,106.90 Payment due upon completion (4th treatment)

Task 3: Post-treatment survey, herbicide residue testing assuming 4 sampling rounds and
analysis of 10 samples is required, preparation and submittal of the required written
project completion report to the State.

(Note: The number and frequency of post-treatment herbicide residue samples is determined by
the NH DPC following approval of the NH DES final treatment map. SOLitude is only responsible
for coordination of sample collection and has no influence on the number of samples required

by the Special Permit, Should additional sampling be required there will additional charges of
$250/sample analyzed and $350-8650 per sample collection round.)

June — Oct $6,050.00 Payment due upon completion
Total: $95,727.60*

*Note: adjustments to the program cost will be confirmed with the Client in advance;
payment is due within 30 days of an invoice date

| THE CITY OF NASHUA “The Cate City”

Financtal Services

Purchasing Department

March 30, 2017
Memo #17-109

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: APPROVAL FOR SPONSORSHIP OF GAD EVENT (VALUE: $15,000)

DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: DOWNTOWN
IMPROVEMENTS EXPENDABLE TRUST FUND

Please see attached communication from Tim Cummings, Director of Economic Development dated
March 23, 2017 for the information related to this contract award.

Pursuant NRO § 5-83 Professional Services, which allows the purchase of professional services without
soliciting competitive bids.

The Director of Economic Development, The Downtown Improvement Committee (February 10, 2017

meeting) and the Purchasing Department recommend approval for the funding for the May 6, 2017
Spring Downtown Music Festival in an amount of $15,000.

Respectfully

Dan Kéoken
Purchasing Manager

Ce: T Cummings J Graziano

229 Main Street « Nashua, New Hampshire 03061 * Phone (603) 589-3330 e Fax (603) 589-3344

By THE CITY OF NASHUA “The Cate City”

Economic Development

To: Mayor Donchess ~ Alderman Cookson, V. Chair of Finance Comunittee
-From: Tim Cummings, Director of Economic Development
Ce:

Date: March 23, 2017

Re: Downtown Nashua Music Event

Request

This memo is to notify you and seek approval of a Spring Downtown Music Festival presented by Great
American Downtown.

The funding request is for a $15,000 — sponsorship of the May 2017 downtown music festival

Background

The Downtown Improvement Committee voted unanimously to approve this allocation and is well within
their budget and the special revenue account can accommodate this request.

The Downtown Improvement Committee believes that this event is a good strategy to assist in the
marketing and promotion of the downtown and drive foot traffic to local merchants and individuals in the

downtown

Thank you.

Attachments: 1) Memo from Chair of DIC
2) GAD Budget for Festival