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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 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
Engineer’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 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.

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.

GC 8 of 13

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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 “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.

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.

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

GC 9 of 13

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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.

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 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 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 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

GC 10 of 13

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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 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 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 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, 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.

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

GC 11 of 13

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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 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 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 12 of 13

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

31.

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 13 of 13

Exhibit B

WEAVER BROS. CONST. CO., INC.

1629 Route 3A
Bow, NH 03304

Phone: (603) 228-8631
Fax: (603) 228-5375

USA
ROAD & EARTHWORK CONTRACTORS
To: City Of Nashua Contact:
Address: Division Of Public Works, 9 Riverside Street Phone:
Nashua, NH 03062 USA Fax:
Project Name: Nashua - Portable Concrete Barrier For Main Street Bid Number:
Project Location: Bid Date: 3/15/2021
|Item # Item Description Estimated Quantity Unit Unit Price Total Price]
606.417 PORTABLE CONCRETE BARRIER FOR TRAFFIC 1,880.00 LF $12.00 $22,560.00
CONTROL - PLACE
606.417 PORTABLE CONCRETE BARRIER FOR TRAFFIC 2,010.00 LF $10.00 $20,100.00
CONTROL - REMOVE
606.417 ALLOWANCE FOR MISC. BARRIER ADJUSTMENTS 1.00 DLR $12,000.00 $12,000.00
619.1 MAINTENANCE OF TRAFFIC ALLOWANCE 1.00 DLR $9,000.00 $9,000.00
619.25 TRAFFIC BARREL RENTAL PER YEAR 40.00 UNIT $85.00 $3,400.00
Total Bid Price: $67,060.00
Notes:

° Certified Payroll will be provided upon request.

e Price shown DOES NOT include Performance and Payment bond.
¢ Traffic control to be billed time and material.

¢ Unit pricing good through 12/31/2022

Payment Terms:

Payment due within 30 days of date of invoice, regardless of when payment is made by Owner.

ACCEPTED:

The above prices, specifications and conditions are satisfactory and
are hereby accepted.

Buyer:

CONFIRMED:

Signature:

Date of Acceptance:

Estimator:

Authorized Signature:

WEAVER BROS. CONST. CO., INC.

3/15/2021 12:05:59 PM

Page 1 of 1

REPORT OF THE FINANCE COMMITTEE

MARCH 8, 2021
A meeting of the Finance Committee was held on Wednesday, March 3, 2021, at 7:00 p.m. via teleconference.

Mayor Jim Donchess, Chairman, presided.

Mayor Donchess

As Chairman of the Finance Committee, | find that due to the State of Emergency declared by the
Governor as a result of the COVID-19 pandemic and in accordance with the Governors Emergency Order
#12 pursuant to Executive Order 2020-04 and subsequent extensions, this public body is authorized to meet
electronically.

Please note that there is no physical location to observe and listen contemporaneously to this meeting, which
was authorized pursuant to the Governor's Emergency Order. However, in accordance with the Emergency
Order, | am confirming that we are:

Providing public access to the meeting by telephone, with additional access possibilities by video or other
electronic means:

To access Zoom, please refer to the agenda or the City’s website for the meeting link.

To join by phone dial: 1-929-205-6099
Meeting ID: 851 7675 0841 Passcode: 628446

The public may also view the meeting via Channel 16.

We previously gave notice to the public of the necessary information for accessing the meeting, through public
postings. Instructions have also been provided on the City of Nashua’s website at www.nashuanh.gov and
publicly noticed at City Hall and Nashua Public Library.

If anyone has a problem accessing the meeting via phone or Channel 16, please call 603-821-2049 and they will
help you connect.

In the event the public is unable to access the meeting via the methods mentioned above, the meeting will be
adjourned and rescheduled. Please note that all votes that are taken during this meeting shall be done by roll
call vote.

Let’s start the meeting by taking a roll call attendance. When each member states their presence, please also
state whether there is anyone in the room with you during this meeting, which is required under the Right-To-
Know Law.

The roll call was taken with 7 members of the Finance Committee present: Alderman Patricia Klee,
Alderwoman Elizabeth Lu, Alderman Linda Harriott-Gathright, Alderwoman-at-Large Shoshanna Kelly,
Alderman-at-Large Brandon Michael Laws, Alderman-at-Large Michael B. O’Brien, Sr., and Mayor Jim
Donchess.

Also in Attendance: David Fredette, Treasurer/Tax Collector
Kim Kleiner, Administrative Services Director
Kelly Parkinson, Purchasing Manager
Jeff LaFleur, Superintendent Solid Waste

Finance Committee - 03/03/2021 Page 2
ROLL CALL

Alderman Klee

| am here, | can hear the proceedings, | am at my home due to the restrictions of the pandemic.

Alderwoman Elizabeth Lu

| am here alone and | can hear the proceedings.

Alderman Harriott-Gathright

The Clerk is alone, | can hear the proceedings.
Alderwoman Kelly

| am here, | am alone and | can hear everyone.
Alderman Laws

| am here, alone and | can hear everyone.

Alderman O’Brien

| am present, | can hear the proceedings and | am alone.
Mayor Donchess

| am not present because | am socially distancing and | am in the room alone. Thank you Madam Clerk.
PUBLIC COMMENT - None

COMMUNICATIONS

From: Kelly Parkinson, Purchasing Manager

Re: General Engineering Service Contract Change Order in the amount of $31,000 funded from
account 53107 Architect & Engineering Services

MOTION BY ALDERMAN HARRIOTT-GATHRIGHT TO ACCEPT, PLACE ON FILE, AND APPROVE
CHANGE ORDER #1 TO THE ENGINEERING SERVICES CONTRACT FOR THE CITY OF NASHUA’S
ACTIVE AND CLOSED LANDFILLS WITH SANBORN HEAD AND ASSOCIATES OF CONCORD, NH, IN
THE AMOUNT OF $31,000.00. FUNDING WILL BE THROUGH DEPARTMENT: 168 SOLID WASTE;
FUND: SOLID WASTE; ACCOUNT CLASSIFICATION: 53 PROFESSIONAL AND TECHNICAL
SERVICES, BY ROLL CALL.

ON THE QUESTION

Mayor Donchess

Thank you and | believe Mr. LaFleur is here?

AMENDED
O-17-044

ORDINANCE

REVISIONS TO THE CITIZENS ADVISORY COMMISSION FOR COMMUNITY
GRANTS

CITY OF NASHUA
In the Year Two Thousand and Seventeen

The City of Nashua ordains that Part I “Administrative Legislation”, Chapter 5
“Administration of Government”, Part 3 “Administrative Code”, Article VII “Community
Development Division”, Section 5-42.1 “Citizens Advisory Commission for Community Grants”
of the Nashua Revised Ordinances as amended, is hereby further amended by deleting the
struck-through language and adding the new underlined language as follows:

Ҥ 5-42.1. Citizens Advisory Commission for Community Grants.