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12.

13.

14.

>» All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

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

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

INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and-shalt- defend 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 Professional Engineer or of anyone
acting under its direction or control or on its behalf in connection with or incidental to the
performance of this contract. Professional Engincer’s indemnity, defense 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 Professional Engineer with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract
that are not paid to Professional Engineer 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 Professional Engineer. Professional Engineer shall have no claim of any sort
to the unexpended funds.

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

GC 7 of 12

15.

16.

17.

COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Professional
Engineer 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, Professional Engineer agrees to the following terms. Professional
Engineer 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. Professional Engineer 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, Professional Engineer's attention is directed to 41 C.F.R. §
60-1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated
into this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Professional Engineers and Subcontractor for Disabled Veterans and Veterans of
the Vietnam Era," which, by reference, is incorporated in this contract, and to 41 C.F.R. § 60-471
and the clause entitled "Affirmative Action Obligations of Professional Engineers and
Subcontractors for Handicapped Workers," which, by this reference, is incorporated in this
contract.

Professional Engineer 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 Professional Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer 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.

Professional Engineer 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 Professional Engineer shall constitute a material breach of the contract.

FEDERAL SUBCONTRACTING REQUIREMENTS If Professional Engineer awards a subcontract
under this contract, Professional Engineer, if applicable, shall use the following alternative steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of Commerce,
as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the affirmative
steps set forth in paragraph A.

GC 8 of 12

18.

19.

20.

21.

22.

C. If applicable, Professional Engineer agrees to complete and submit to the City of Nashua
a Minority Business Enterprise/(Woman Business Enterprise (MBE/WBE) Utilization
Report (Standard Form 334) within 30 days after the end of each fiscal quarter until the
end of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer 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.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Professional Engineer 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 Professional
Engineer 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 Professional
Engineer's expense, by Professional Engineer to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Professional Engineer, 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 Professional
Engineer in the performance of its obligations under this contract must be retained by
Professional Engineer 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 Professional Engineer shall promptly remit and
deliver the materials, at Professional Engineer's expense, to the City of Nashua. Professional
Engineer shall not use, willingly allow or cause to have such materials used for any purpose other
than the performance of Professional Engineer's obligations under this contract without the prior
written consent of the City of Nashua. Engineer may retain one copy of the information

produced under this Agreement for archival purposes.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Engineer (including those remitted to the City of Nashua by Professional Engineer pursuant to
paragraph 21), 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.

GC 9 of 12

23.

24.

25.

26.

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 Professional Engineer 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 Professional Engineer. The City of Nashua shall have the right to reproduce any
such materials.

Professional Engineer expressly and indefinitely waives all of its nights 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. Professional Engineer
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 reasonable attorney
fees incurred as a result of or in connection with any claim, whether nghtful or otherwise, that
any material prepared by or supplied to Professional Engineer infringes any copyright or that any
equipment, material, or process (or any part thereof) specified by Professional Engineer infringes
any patent.

Professional Engineer shall have the nght, 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, Professional Engineer
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 Professional Engineer in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Engineer with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Professional Engineer 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 Professional Engineer 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. Professional Engineer 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 of 12

27.

28.

29.

30.

PROHIBITED INTERESTS Professional Engineer 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. Professional Engineer 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 Professional Engineer. If any such interest comes to the attention of
Professional Engineer at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Professional Engineer 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. Professional Engineer 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 Professional Engineer (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, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer 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.

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

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 11 of 12

31.

32.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Engineer. 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 of 12

City of Nashua

Purchasing Department

Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233
September 9, 2021
Memo #22-170
TO: Mayor Donchess
Finance Committee
SUBJECT: Water Pump Repairs in the amount not to exceed $43,541 funded from accounts 54487

Equipment Repairs & Maintenance

Please see attached communications from David Boucher, Superintendent of the Wastewater Department,
dated August 26, 2021 for project specific details related to this purchase. Below please find a summary of
the purchase approval request:

Item: Rebuilding of two Raw Water Pumps for Wet Weather Facility
Value: $43,541
Vendor: First Electric

Department: 169 Wastewater
Source Fund: 54487 Equipment Repairs & Maintenance

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 (8/26/21 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: August 26, 2021

David L. Boucher, Superintendent
Wastewater Department

Rebuild of Raw Water Pump for Wet Weather Facility

To approve the rebuild of a raw water pump by First Electric Motor Services, Inc.
of Woburn, MA in the amount of $43,541. Funding will be through Department:
169 Wastewater; Fund: Wastewater; Account Classification: 54 Property
Services,

Quote

The Wastewater Facility has four 266 horse power Raw Water pumps that bring
the wastewater into the Wet Weather Facility. During a large rain event, three
pumps are needed to pull a full 60 MGD through the Wet Weather Facility.

In October of 2020, the first of the four pumps failed. We had that rebuilt and
reinstalled. Since then, two additional pumps have failed. We had success with
First Electric rebuilding the initial raw water pump, and so we had them pick one
of the two newly failed pumps up to bring back to their shop for inspection. They
have now taken the pump apart, inspected it, and determined what repair is
necessary. They have provided us with a quote for labor and parts of $43,541.
With First Electric having completed the inspection and already having the motor
in their shop opened up, we are recommending them for a continuation of service.

Quote
ea rirst Electric Motor Service Inc.
3 Olympla Avenue
hae Woburn, Massachusetts 01801
eae Ph. T81-491-1100 Fx.781-491-1102 CustomerNumber Order Date Ship Date Quote Number

www, firstelectricmoter.com | NAS3330 6/17/2024 { 5021-3699
Bill To:| Ship To:
Nashua, City of Nashua, City of
PO Box 2019 Attn: Eric Gingras
Nashua, NH 03061 PO Box 2019
(693) 589-3330 Main foun euesaaa

Salesperson Customer PO # Quote Days Valid ada
Jason Robidoux
Prepared By Leb EAcoh etm cial e] Respond By haa Ee
Jason Robidoux Pe | Common Carer Ground
Product ID Description
MAM NOTE : NEW CORDS ARE INCLUDED IN THIS QUOTE
EQUIPMENT EQUIPMENT INFORMATION: Make: ABS, Model: AFP5001ME1850, HP: 264/248, RPM: 1785
Labor Overhaul 266 HP ABS Pump Include Stator Rewind - Disassemble, perform baseline electrical tests, clean all

parts, bake rotor, rewind slator with premium rewind materials, electrically test windings after rewind, measure all
mechanical its, install new parts as required, assembie, paint and prepare for delivery.

POWER CORD OEM Power Con
***Piease Note: This is aJSPECIAL ORDER ITEM, This Item cannot be Retumed or a Substantial Restocking Fee will
apply!***

CABLE SEAL OEM Cable Seal for Power Cord
**Please Note: This is al SPECIAL ORDER ITEM. This Item cannol be Retumed or a Substantial Restocking Fee will
applyl"** —

CONTROL CABLE OEM Control Cable
***Please Note: This is aJSPECIAL ORDER ITEM. This Item cannot be Returned or a Substantial Restocking Fee will
applyl"*"

CABLE SEAL OEM Cable Seal for Control Cable
***Please Note: This is aJSPECIAL ORDER ITEM. This Item cannot be Relurned or a Substantial Restocking Faa wil
applyl***

Thank you for the opportunity to offer this proposal. | hope this Information is helpful. We oe cece
look forward te working with you in the near future. If you have any questions or concerns, Freight: $0.00
please contact me via phone at (781) 491-1100 ext # 1138 or email me at
jrobidoux@firstelectric.com. Convenience Fee: $0.00

0.000% Sales Tax 1: $0.00
0.000% Sales Tax 2: $0.06
Thank You Total: $43,541.00
WE WiLL NOT PROCEED ON THIS QUOTE/ESTIMATE UNTIL AUTHORIZATION IS RECEIVEDI
Customer Signature:
Printed Name: Date:

Page ft of 3

Virst Electric Motor Service Ine.
73 Olympla Avenue
Pag Woburn, Mossachusctts O1801

Quote

<A Ph, 781-491-3100 Fx.781-491-1 (02 Customer Number Order Date Ship Date Quote Number

ww Drstelcelricnialor.com

Bill To; | Ship To: |

Nashua, Cily of Nashua, Cily of
PO Box ay Aitn: Eric Gingras
Nashua, NH 03061 PO Box 2019

i (603) 589-3330 Main Nashua, NH 03067

' (603) 589-3330

Salesperson
Jason Robidoux

Customer PO # Quote Days Valid Terms
Net 30

Prepared By Customer RFQ Respond By Ship Via
Jason Robidoux | Common Carrier Ground

NAS3330 [ eAr02t | | sa21-3609 «| |

Product !D ote ghestiadd
ENVIRO Environmental Fee for the disposal of materials used in the servicefrepalr process.
FOB-OFPA FOB Origin, Freight Prepaid & Add
iit PLEASE NOTE CEM PUMP PARTS HAVE A 16 WEEK LEAD TIME
i | Labor! $28,426.00 | Matesiais/Expenses:|_ $14,966.00 | Other (Non-Taxable}; $150.00
Thank you for the opportunity to offer this proposal. | hope this information Is helpful. We Subtotal: $43,541.00
look forward to working with you in the near future. If you have any questions or concerns, Freight: $0.00
please contact me via phone at (781) 491-1100 ext #1138 or email me at
jrobidoux @firstelectric.com. Convenience Fee: $0.00
0.000% Sales Tax 1: $0.00
0.000% Sales Tax 2: $0.00
Thank You Tolal: $43,547.00

WE WILL NOT PROCEED ON THIS QUOTE/ESTIMATE UNTIL AUTHORIZATION [S RECEIVED!

Customer Signature:

Printed Name: Date:

Page 2 of 3