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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 Service Provider shall cease conducting business, the City of Nashua shall
have the right to solicit applications for employment from any employee of the Service Provider
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 Service Provider's principals, officers, employees, agents, subcontractors,
consultants, vendors, or suppliers are expressly recognized to be within Service Provider'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 Service Provider Representative. At
all times, Service Provider 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, the
parties may request that the dispute be submitted to the Board of Public Works for resolution. If
the parties are dissatisfied with the decision of the Board of Public Works, 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 Service Provider for damages because of hindrances or
delays in the progress of the work from any cause, and Service Provider agrees to accept in full
satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

INSURANCE Service Provider 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.

Service Provider 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 Service Provider are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Service Provider under this contract. The City of Nashua
shall not maintain any insurance on behalf of Service Provider. Subcontractors are subject to the
same insurance requirements as Service Provider and it shall be the Service Provider’s
responsibility to ensure compliance of this requirement.

Service Provider 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

GC 6 of 11

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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. Service Provider 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.

> Ifageregate limits of less than $2,000,000 are imposed on bodily injury and property damage,
Service Provider 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 Service Provider of its responsibilities or
limit the amount of its liability to the City of Nashua or other persons, and Service Provider 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.

>» Service Provider 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 Service Provider or
anyone employed, directed, or supervised by Professional Engineer.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Service Provider agrees
to indemnify and hold harmless the City of Nashua, its agents, officials, employees and authorized
representatives and their employees from and against any and all suits, causes of action, legal or
administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest, attorney’s
fees, costs and expenses of any kind or nature in any manner caused, occasioned, or contributed to
in whole or in part by reason of any negligent act, omission, or fault or willful misconduct, whether
active or passive, of Service Provider or of anyone acting under its direction or control or on its
behalf in connection with or incidental to the performance of this contract. Service Provider’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.

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 Service Provider with a nght of payment over
any other entity. Any funds obligated by the City of Nashua under this contract that are not paid
to Service Provider 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 Service Provider.
Service Provider shall have no claim of any sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Service Provider'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 Service Provider to submit
additional information. Unless the City of Nashua, in its sole discretion, decides otherwise, the
City of Nashua shall pay Service Provider in full within 30 days of approval of the submitted
monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Service Provider, 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

GC7 of 11

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naturalization laws, and the Americans With Disabilities Act. Service Provider 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, Service Provider agrees to the following terms. Service Provider 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.
Service Provider 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.

Without limitation of the foregoing, Service Provider's attention is directed to “Title 41’Public
Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to Public
Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal Employment,
Department of Labor” which, by this reference, is incorporated in this contract.

Service Provider agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of work,
and obligation of Service Provider under this contract.

In connection with the performance of work under this contract, Service Provider agrees not to
discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Service Provider agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Service Provider shall constitute a material breach of the contract.

ENDORSEMENT Service Provider shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Service Provider or under its direction as required under the laws of the State of New Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Service Provider shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer, delegation,
or subcontracting without the prior written consent of the City of Nashua is void. Any consent of
the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only apply to
the incidents expressed and provided for in the written consent and shall not be deemed to be a
consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and written
amendments or modifications. Subject to the foregoing provisions, the contract inures to the benefit
of, and is binding upon, the successors and assigns of the parties.

GC 8 of 11

AGENDA MEETING OF THE BOARD OF ALDERMEN NOVEMBER 14, 2017

1. PRESIDENT BRIAN S. McCARTHY CALLS ASSEMBLY TO ORDER
2. PRAYER OFFERED BY CITY CLERK PATRICIA PIECUCH
3. PLEDGE TO THE FLAG LED BY ALDERMAN DAVID SCHONEMAN
4. ROLL CALL
5. REMARKS BY THE MAYOR
6. RESPONSE TO REMARKS OF THE MAYOR
7. RECOGNITIONS
8. READING OF MINUTES OF PREVIOUS MEETING
Board of AIGGrmen. .. .......... cee eeeecceceeeeeeeeeeeecneeeeeeeeeeennnneeeeeeeeeeeeeesetcnnueeteeeeeeeneaes 10/24/2017
9. COMMUNICATIONS

From: Patricia D. Piecuch, City Clerk
Re Record of Returns of the Municipal Election held November 7, 2017

From: Tim Cummings, Director of Economic Development
Re: Rail Transit Committee Membership

PERIOD FOR PUBLIC COMMENT RELATIVE TO ITEMS EXPECTED TO BE
ACTED UPON THIS EVENING

10. PETITIONS

Street Re-Numbering Petition
11. NOMINATIONS, APPOINTMENTS AND ELECTIONS
12. REPORTS OF COMMITTEE

Budget Review Committee. ..... 0.0.00... 00. ee eae 10/30/2017
Finance Committee. .... 0.000000. eee een ees 10/18/2017

13. WRITTEN REPORTS FROM LIAISONS

14. CONFIRMATION OF MAYOR'S APPOINTMENTS

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CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Service Provider related to this contract shall be subject to inspection,
examination and audit by the City of Nashua, including, but not limited to, the contracting agency,
the Board of Public Works, Corporation Counsel, and, if applicable, the Comptroller General of
the United States, or any authorized representative of those entities.

DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Service Provider
in the performance of its obligations under this contract shall be the exclusive property of the City
of Nashua and all such materials shall be remitted and delivered, at Service Provider's expense, by
Service Provider to the City of Nashua upon completion, termination, or cancellation of this
contract. Alternatively, if the City of Nashua provides its written approval to Service Provider, any
books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its obligations
under this contract must be retained by Service Provider for a minimum of four years after final
payment is made and all other pending matters are closed. If, at any time during the retention
period, the City of Nashua, in writing, requests any or all of the materials, then Service Provider
shall promptly remit and deliver the materials, at Service Provider's expense, to the City of Nashua.
Service Provider shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Service Provider's obligations under this contract without the prior
written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Service Provider expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Service Provider
(including those remitted to the City of Nashua by Service Provider pursuant to paragraph 20),
unless designated as confidential by a specific statue of the State of New Hampshire, shall be treated
as public records and shall be available for inspection and copying by any person, or any
governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its obligations
under this contract shall be the subject of any application for a copyright or patent by or on behalf
of Service Provider. The City of Nashua shall have the right to reproduce any such materials.

Service Provider expressly and indefinitely waives all of its nghts 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. Service Provider 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 Service
Provider infringes any copyright or that any equipment, material, or process (or any part thereof)
specified by Service Provider infringes any patent.

Service Provider 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.

GC 9 of 11

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FINAL ACCEPTANCE Upon completion of all work under the contract, Service Provider 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 Service Provider in writing that the whole of the work was completed on the date
indicated in the notice or provide Service Provider with a written list of work not completed. With
respect to work listed by the City of Nashua as incomplete, Service Provider 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 Board of Public
Works or other designated official accepts and approves the notice of completion.

TAXES Service Provider 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. Service Provider 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.

PROHIBITED INTERESTS Service Provider shall not allow any officer or employee of the City of
Nashua to have any indirect or direct interest in this contract or the proceeds of this contract. Service
Provider 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 Service Provider. If any such interest comes to the attention of Service Provider at any
time, a full and complete disclosure of the interest shall be immediately made in writing to the City
of Nashua. Service Provider also warrants that it presently has no interest and that it will not acquire
any interest, direct or indirect, which would conflict in any manner or degree with the performance
of services required to be performed under this contract. Service Provider 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 Service Provider (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,
Service Provider shall refund to the City of Nashua any profits realized under this contract, and
Service Provider 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.

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider 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.

GC 10 of 11

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The nights 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 Service Provider, 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 Service Provider.

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.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Service Provider. 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 11 of 11

City of Nashua

Purchasing Department

Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233
April 14, 2021
Memo #21-104
TO: Mayor Donchess
Finance Committee
SUBJECT: Master Control Panel for 3 Aeration Blowers in the amount of $59,327 funded from

accounts 81200 Buildings & Improvements

Please see attached communications from David Boucher, Superintendent of the Wastewater Department,
dated March 25, 2021 for project specific details related to this purchase. Below please find a summary of
the purchase approval request:

Item: Master Control Panel for Turblex brand Aeration Blowers
Value: $59,327
Vendor: BCV Systems

Department: 169 Wastewater
Source Fund: 81200 Buildings & Improvements

Ordinance: Pursuant to § 5-84 Special purchase procedures. A/(5) Purchases from a sole
manufacturer, where it is determined to be more efficient and economical to
reduce costs of maintenance of additional repair parts, supplies or services..

The Board of Public Works (3/25/21 BPW meeting), Division of Public Works: Wastewater, and the
Purchasing Department respectfully request your approval of this contract.

Regards,

Kelly Parkinson
Purchasing Manager

Ce: D Boucher
C O'Connor

To:

From:

Re:

B. Motion:

Attachments:

Discussion:

City of Nashua, Public Works Division
Board of Public Works Meeting Date: March 25, 2021

David Boucher, Superintendent
Wastewater Department

BCV System Upgrade

To approve the purchase of the Master Control Panel (MCP) upgrade on the Three
Aeration Blowers in the amount of $59,327 from BCV Systems in Springfield, MO.
Funding will be through: Department: 169 Wastewater; Fund: Wastewater; Account
Classification: 81000 Capital Outlay Improvements.

Quote BCV Systems

The Wastewater Department uses three Turblex brand aeration blowers to provide air to
the secondary part of the wastewater facility. The Facility sees process stress during the
summer months where the warmer weather and water make it difficult to maintain
dissolved oxygen levels necessary to support the microbiology of the wastewater system.

We have had BCV System onsite to do service on the Turblex blowers as a sole source
service provider. They have continued to work with us on system optimization of the
blowers. As we continue to work to make the system as efficient as possible, the next step
is to upgrade the MCP program.

BCV is a direct representative of the Turblex brand and is a sole source service provider.

VASYSTEMS

M8 blower | compressor | vacuum

Nashua WWTF

PROPRIETARY INFORMATION
This document contains information proprietary to BCV SYSTEMS. Your acceptance of it is an acknowledgment of a confidential
relationship between you and BCV SYSTEMS. It is to be used solely by you for the purpose for which it was furnished, and we require
it to be returned or destroyed when no longer required for that purpose. We also require that neither this document nor any
information obtained there from is to be reproduced, transmitted, disclosed or used otherwise in whole or in part without the written
authorization of BCV SYSTEMS