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° Community Development
City of Nash ua Planning and Zoning
: . ae Building Safe
Community Development Division Code Enforcement
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City Hall, 229 Main Street, PO Box 2019 Conservation Commission
Nashua, New Hampshire 03061-2019 Transportation
www.nashuanh.gov FAX

589-3095
589-3090
589-3080
589-3100
§89-3086
589-3105
880-0100
589-3119

Date: April 3, 2020

To: John Griffin, CFO; Kim Kleiner, Administrative Services Director; Daniel Kooken,
Purchasing Manager

From: Deb Chisholm, Waterways Manager

Re: Contract for Aquatic Invasive Species Control and Management

Nuisance aquatic invasive plants are present in multiple Nashua water bodies, most notably the
Nashua River upstream of Mine Falis dam, the Miil Pond and Nashua Canal. During summer
2017 the City also received several complaints regarding excessive plant growth in Sandy Pond
and the Waterways Manager documented that Curly Leaf Pondweed, an aquatic invasive species,
was present in this pond. Aquatic invasive weeds, such as milfoil, fanwort, and water chestnut,
can make rivers and ponds unsightly, recreation unpleasant, and navigation by boat difficult.
Furthermore, excessive growth of vegetation can impair water quality due to reduced dissolved
oxygen which can cause fish kills.

The City’s Waterways Manager works closely with the State Invasive Species Coordinator at
NH DES to monitor the presence and extent of invasive species and update the Long-term Exotic
Aquatic Plant Management Plan for our waterways.

The City has been involved in controlling aquatic invasive species since 2011 when action was
taken to control Water Chestnut by mechanical harvest. This was very effective at removing
Water Chestnut and we now can continue to control Water Chestnut by hand pulling with
volunteers. Unfortunately, the decline in Water Chestnut created an opportunity for other
invasive species present in the River to take over. The vegetation is now dominated by milfoil
and fanwort which cannot be mechanically harvested or hand pulled, leaving herbicide treatment
as the only recommended effective management strategy. Herbicide treatments in rivers and
ponds are closely regulated and permitted which involves extensive public notice.

Herbicide treatments have been used in the Mill Pond and Nashua Canal every other year to
control primarily milfoil and fanwort since 2012. Herbicide treatments cannot eradicate these
plants therefore, continued periodic herbicide treatments are necessary to knock back the growth
of these invasive species.

During the summers of 2017, 2018 and 2019, herbicide treatments were used to control milfoil
and fanwort on 84 acres of the Nashua River upstream of the Mine Falls dam. This resulted in a
very noticeable improvement over 2016 conditions and we received multiple messages from
constituents reporting they were pleased with this outcome. Herbicide treatments are
recommended again this summer to continue reducing the coverage and extent of these invasive
species in this section of the Nashua River.

In response to complaints about the excessive plant and algae growth in Sandy Pond we will
continue taking action to control curly leaf pond weed and reduce nuisance algae to improve the
appearance and water quality of this pond.

Solitude Lake management is the only company in the region that provides this type of service,
and in accordance with the NH DES invasive species management grant program, we solicited a
proposal directly from them to complete the recommended management actions for the Nashua
River, Millpond and Canal, and Sandy Pond. The City was awarded a grant from NH DES in the
amount of $35,196. The total cost for this contract is $91,567 which will be paid in part by the
NH DES grant with remaining cost covered by Community Development (Nashua River), the
Mine Falls Trust (Millpond and Canal), and the Parks and Recreation Department (Sandy Pond).

The Board of Public Works at their meeting on February 27, 2020, approved the funding for the
Mill Pond and Canal treatments ($33,824) using the Mine Falls Trust Fund account.

The Waterways Department recommends awarding the contract for aquatic invasive species
control in the Nashua River to Solitude Lake Management in the amount of $91,567.

CONTRACT FOR INDEPENDENT CONTRACTOR

AQUATIC INVASIVE SPECIES CONTROL AND MANAGEMENT IN THE NASHUA RIVER

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

SOLITUDE LAKE MANAGEMENT, 590 LAKE STREET SHREWSBURY, MA 01545
and its successors, transferees and assignees (together “Independent Contractor’)

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of an Independent Contractor ; and

WHEREAS, it is deemed that the services of an Independent Contractor herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Independent Contractor represents they are duly qualified, equipped, staffed, ready,
willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and
are made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B--Scope of Services, Contract Time, Fee Schedule

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.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the
written change order or the fully executed City of Nashua Purchase Order shall control over the terms of
the Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Independent Contractor
shall furnish all services, equipment, and materials and shall perform all operations necessary and

required to carry out and perform in accordance with the terms and conditions of the contract the work
described.

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

4. COMPENSATION, Independent Contractor agrees to perform the work for a total cost not to exceed
Ninety-one thousand five hundred and sixty-seven Dollars (3 91,567.00)

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions of
Exhibit B or unless Independent Contractor has received a written exemption from the City of Nashua.
Independent Contractor 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, Independent Contractor 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 Independent Contractor. The City of
Nashua will pay Independent Contractor 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 shali 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:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Mayor Jim Donchess Marc D. Bellaud

229 Main Street, PO Box 2019 Solitude Lake Management

Nashua, NH 03060 590 Lake Street
Shrewsbury, MA 01545

With Copy to

Deb Chisholm

Waterways Manager
229 Main Street, PO Box 2019
Nashua, NH 03060

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 Independent Contractor 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, NW (signature) Solitude Lake Management (signature)

James Donchess, Mayor
(Printed Name and Titie) (Printed Name and Title)

Date Date

w MELANSON

(clusters) required to be audited in compliance with Uniform Guidance. As a result, additional
fees may apply. We will discuss this with you once this determination is made.

Our invoices for these fees will be rendered each month as work progresses and are payable on
presentation. The above fees are based on anticipated cooperation from your personnel and the
assumption that unexpected circumstances will not be encountered during the audit. If significant
additional time is necessary, we will discuss it with you and arrive at a new fee estimate before
we incur the additional costs. Our fee also anticipates that the City will prepare trial balances and
supporting schedules. As part of the engagement, we will be available during the year to consult
with you on financial management and accounting matters of a routine nature. Additional fees at
our standard hourly rates will be charged for any other out-of-scope services.

As part of this engagement, bound copies of financial statements will not be provided unless
specifically requested, and are limited to twenty (20) copies. Hard copies of the Management
Letter, Governance Letter, Single Audit Report, will not be provided as part of this engagement.
Additional copies of the financial statements, and hard copies of other reports are available upon
request, with the associated costs of reproduction billed at our standard hourly rates plus out-of-
pocket expenses.

Billing and Termination of Services for Nonpayment

We specifically reserve the right to cease providing services and, if necessary in our sole opinion,
to withdraw from the engagement if any fees are unpaid for more than sixty (60) days from the
date of our invoice. If we elect to terminate our services for nonpayment, or for any other reason
provided for in this letter, our engagement will be deemed to have been completed upon written
notification of termination, even if we have not completed our engagement. You will be obligated
to compensate us for all time expended, and to reimburse us for all of our out-of-pocket costs,
through the date of termination.

Other Matters

Communications Via Email

In connection with this engagement, we request that you provide as much documentation as
possible via our secure portal, ShareFile, instead of through email. As emails can be intercepted
and read, disclosed, or otherwise used or communicated by an unintended third party, or may
not be delivered to each of the parties to whom they are directed and only to such parties, we
cannot guarantee or warrant that emails from us will be properly delivered and read only by the
addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever
for interception or unintentional disclosure of emails transmitted by us in connection with the
performance of this engagement. In that regard, you agree that we shall have no liability for any
loss or damage to any person or entity resulting from the use of email transmissions, including

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK

CITY GF 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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General Terms and Conditions

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

INDEPENDENT CONTRACTOR STATUS The parties agree that Independent 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 of Nashua and
Independent Contractor, and nothing in this contract shall create any contractual relationship
between the City of Nashua and Independent Contractor's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Independent Contractor 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 Independent Contractor 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 Independent Contractor shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Independent Contractor 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 Independent Contractor 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 nghts which the City of Nashua may have,
Independent Contractor 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 Independent Contractor'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 Independent Contractor shall not in any way relieve Independent Contractor 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 Independent Contractor'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 Independent Contractor shall be and remain liable in accordance with the
terms of the contract and applicable law.

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

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4. 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
Independent Contractor, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

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

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

Except as provided in this paragraph, Independent Contractor 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 heaith 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.

6. CIFY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Independent Contractor in the performance of its work under this contract and that such
personnel will be available to Independent Contractor for consultation at reasonable times and
after beimg given sufficient advance notice that will prevent conflict with their other
responsibilities. The City of Nashua also agrees to provide Independent Contractor 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 Aldermen and Finance Committee in a timely manner. The City of
Nashua and Independent Contractor also agree to attend all meetings called by the City of Nashua
or Independent Contractor to discuss the work under the Contract, and that Independent
Contractor may elect to conduct and record such meetings and shall later distribute prepared
minutes of the meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Independent Contractor warrants that it has examined all contract documents, has brought all

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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
Independent Contractor. All future questions Independent Contractor 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 Independent Contractor'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
Independent Contractor prior to having received the City of Nashua's resolution shall be at
Independent Contractor's risk and expense. At all times, Independent Contractor 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. Independent Contractor is
responsible for 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 Independent Contractor 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, Independent
Contractor 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, Independent Contractor shali
receive all amounts due and not previously paid to Independent Contractor 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 Independent Contractor in the event of a failure by Independent
Contractor 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. Independent Contractor shall be given an

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