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Upon receipt of notice of termination for cause, CONTRACTOR shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the OWNER with a list of all unperformed services.

3. Place no further orders or sub-contracts 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.

4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to
the OWNER of all orders or sub contracts to the extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the OWNER any
orders or sub contracts specified in the notice, and revoke agreements specified in the
notice.

5. Not resume work after the effective date of a notice of termination unless and until receipt
of a written notice from the OWNER to resume performance.

In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not
previously paid to CONTRACTOR for work satisfactorily completed in accordance with the
contract prior to the date of the notice, less all previous payments. No amount shall be allowed or
paid for anticipated profit on unperformed services or other unperformed work. Any such payment
may be adjusted to the extent of any additional costs occasioned to the OWNER by reasons of
CONTRACTOR's failure. CONTRACTOR shall not be relieved of liability to the OWNER for
damages sustained from the failure, and the OWNER may withhold any payment to the
CONTRACTOR until such time as the exact amount of damages due to the OWNER is
determined. All claims for payment by the CONTRACTOR must be submitted to the OWNER
within 30 days of the effective date of the notice of termination.

If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions
of the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to complete or
make sufficient progress on the work in a timely and professional manner, it is determined that
CONTRACTOR had not so failed, the termination shall be deemed to have been a termination at
will. In that event, the OWNER shall, if necessary, make an adjustment in the compensation paid
to CONTRACTOR such that CONTRACTOR receives total compensation in the same amount
as it would have received in the event of a termination-at-will.

GENERAL PROVISIONS FOR TERMINATION

Upon termination of the contract, the OWNER may take over the work and prosecute it to
completion by agreement with another party or otherwise. Upon termination of the contract or in
the event CONTRACTOR shall cease conducting business, the OWNER shall have the right to
solicit applications for employment from any employee of the CONTRACTOR assigned to the
performance of the contract. Neither party shall be considered in default of the 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
CONTRACTOR 's principals, officers, employees, agents, subcontractors, sub consultants,
vendors, or suppliers are expressly recognized to be within CONTRACTOR's control.

Page 10 of 12

ARTICLE 16— 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 OWNER Representative and the CONTRACTOR Representative. At all times,
CONTRACTOR 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 OWNER. 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.

ARTICLE 17—- 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

ARTICLE 18- MISCELLANEOUS PROVISIONS

1. Neither party to the Contract shall assign the Contract as a whole without written consent
of the other.

2. Tests, inspections and approvals of portions of the Work required by the Contract

Documents or by laws, ordinances, rules, regulations or orders of public authorities having

jurisdiction shall be made at an appropriate time.

If additional testing is required, the CONTRACTOR shall perform these tests.

4, The OWNER shall pay for tests except for testing Work found to be defective for which
the CONTRACTOR shall pay.

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Page 11 of 12

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be
legally bound thereby.

City of Nashua, NH (signature) Johnson’s Electric (signature)
James Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)
Date Date

Page 12 of 12

REPORT OF THE FINANCE COMMITTEE
SEPTEMBER 7, 2016

A meeting of the Finance Committee was held on Wednesday, September 7, 2016, at 7:00 p.m. in the
Aldermanic Chamber.

Mayor Jim Donchess, Chair, presided.

Members of the Committee present: Alderman-at-Large Lori Wilshire
Alderman-at-Large Michael B. O’Brien
Alderman Benjamin M. Clemons
Alderman Ken Siegel

Members not in Attendance: Alderman-at-Large Mark S. Cookson, Vice Chair
Alderman June M. Caron

Also in Attendance: Alderman-at-Large David W. Deane
Mr. John L. Griffin, CFO
Mr. David G. Fredette, Treasurer/Tax Collector
Mr. Dan Kooken, Purchasing Manager
Mr. Derek Danielson, Sr. Financial Analyst & Operations Analyst

PUBLIC COMMENT - None

COMMUNICATIONS

From: John Griffin, Chief Financial Officer/Comptroller

Re: Pre-Approval to Enter into Contracts with 3“ Party Suppliers for Natural Gas & Electricity
Supplies

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND PRE-APPROVE THE CITY TO

COMPETITIVELY SOLICIT AND ENTER INTO THREE AGREEMENTS FOR NATURAL GAS AND

ELECTRICITY

ON THE QUESTION

Mr. John Griffin, CFO

As you may know Mr. Chair, for the last several years; about six to seven years we have been procuring the
supply of natural gas and electricity from third party suppliers with the objective of beating the default rate from
Eversource and now Liberty Utilities. Mr. Danielson has taken the laboring more since he began reporting to
me in in working with the broker’s and third party suppliers to secure favorable pricing. We have also most
recently tried to work with the school department to get additional buying power and that has worked
effectively. At this time they are interested in the results of this particular request. They are looking for price
certainty, maybe on a three year time horizon as well as the budget certainty. We are looking for maybe a little
bit of different things because we have the two dams that may provide some value from a net (inaudible.) We
are still working through those numbers but Mr. Danielson can talk about the magnitude of the savings and the
reason why we are asking for pre-approval.

Mr. Derek Danielson, Sr. Financial Analyst & Operations Analyst

The magnitude of the savings is for the electricity side of things in the general fund we’ve saved $500,000
we’ve saved since fiscal 2008 and at the same time we’ve been able to keep the budget stable and not have to
deal with price fluctuations as utilities go in for rate cases and increase or decrease their cost of service that
we may not have budgeted for because we can’t predict the future. On the natural gas side we have saved

Finance Committee Page 2
September 7, 2016

since fiscal 2008 roughly about $700,000 from the budgeted amount at that time and the magnitude of these
budgets, just so we know, the electricity budget for the total general fund amount is $3.5 million and the natural
gas is $1.3 million so it’s a pretty big portion of the general fund expenses. The reason we procure from a third
party is so we can typically beat the default rate and some of the numbers that | have here are; we typically
beat the natural gas default rate about 17% on average over the last several years and for electricity, for
example, right now we are about 19% below the default rate. Both of these supply rates make up a substantial
cost of electricity and natural gas. The supply for electricity is about 60% of the total electricity cost and for
natural gas it’s about 70%. The reason that we are asking for pre-approval is that these contracts; we typically
as vendors for pricing for a certain day or we refresh daily as the market changes and we evaluate the pricing
and then we would need to assign the contract by about 3:00 p.m. because commodity markets close and their
pricing is as of that day and time. We if we put it out to bid you pay for the suppliers to hedge any price risk
that they may have, fluctuations that may happen after hours, etc.

Mayor Donchess

On that last point what you are saying is that in order to enter a binding bid you need to be able to respond on
the same day and obviously the committee doesn’t continually meet so you are seeing pre-approval to enter
these contracts.

Mr. Danielson

Correct.

Alderman Deane

Those figures that you gave out, that was cost avoidance for the last seven fiscal years?

Mr. Danielson

Roughly, yes, in the budgeted amount. We have been able to reduce the budgets.

Alderman Deane

So | take it that $700,000 figure...so that was $100,000 per year.

Mr. Danielson

Roughly, yes.

Alderman Deane

Why did you wait this long? Aren't there better times a year to be buying than now?

Mr. Danielson

Typically we like to look at pricing on the shoulder months and shoulder months are May and June and
September and October. A few weeks ago may have been better but as we met with the Mayor and staff on
this issue this is when we could get it in front of the Finance Committee. The prices have come down in the
last week or so since the last time we have looked at pricing; it’s not a terrible time. Supply for natural gas is

high and weather is still uncertain for the winter so that factors into the price. As we get closer and predictions
for the winter may or may not affect the price more.

Finance Committee Page 3
September 7, 2016

Alderman Deane

Supply is high for natural gas because we didn’t have the summer that was anticipated. Have you looked at
going out... what are you looking at a timeframe for locking in? Are you going to try to lock in?

Mr. Danielson

| would and | would be looking at a shorter timeframe than the schools so it could be another 12-month
contract. Our current electric contract is good until next November so the contracts we are looking at now
would be staring next November and then to another date in the next fiscal year. | would probably look for a
12-month contract especially with the potential for net metering. Net metered accounts cannot be on the third
party supply, they have to be on the default rate.

Alderman Deane

You mean the net metered accounts to be the two dams?

Mr. Danielson

We would assemble a list of accounts that would net meter with the dams so for example, the police
department and the fire department, certain electricity accounts would be net metered.

Alderman Deane

And you are only looking for a 12-month lock?

Mr. Danielson

It depends on the pricing. When we looked at the school last week the 36-month lock period was the best
pricing other than the 12-month so it kind of bumped up in the middle. In the long-term the 36-month contract
was more favorable.

Alderman Deane

I’ve already done mine so I’m just interested.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Contract for NPD Roof Replacement Project (Value: $79,150)

MOTION BY ALDERMAN SIEGELTO ACCEPT, PLACE ON FILE AND AWARD THE CONTRACT TO
CHICK BEAULIEU IN THE AMOUNT OF $79,150. SOURCE OF FUNDING IS DEPARTMENT 150,
NASHUA POLICE DEPARTMENT; TRUST FUND

ON THE QUESTION

Alderman Siegel

In reading this there was a disqualification for a failure to return addendum #1 that | saw. | can certainly
understand the Kevin Smith and Son because they weren’t going to handle the HVAC equipment. It seemed
to me that addendum #1 was something that the vendor was going to return to you if they needed more
clarification on the bid itself. Am | wrong on that?

Finance Committee Page 4
September 7, 2016

Mr. Kooken

The actual addendum | believe had questions answered and the requirement is when they return their bid that
the addendum be returned and singed along with their bid. VWWhen they don’t do that, we do disqualify the bid.

Alderman Siegel

So am | correct in my assumption that the addendum or questions were by the bidder?

Mr. Kooken

By the total number of bidders on the project so whatever questions came in over the time period then we put

those questions out there. The reason that we do this is because you cannot assume that the bidder bid on
the correct information if they did not return that addendum.

Alderman Siegel

| understand that so it was more than they would have generated those questions, it was the entire pool of
questions that all of the other bidders might have had. So everyone had the same understanding of what was
being bid on.

Mr. Kooken

Exactly.

Alderman Siegel

| was under the assumption that if they didn’t have any questions and they just left it alone that was still
$15,000 cheaper but because you don’t have a certainty that they knew what they were bidding on that’s why
they were disqualified.

Mr. Kooken

Correct.

Captain EZ Paulson, Nashua Police Department

| will elaborate a little more, Alderman Siegel. They also did not return any scope of work. It was easiest to
disqualify on the addendum. | think that’s why the memo reflected that but they also did not return any scope
of work for the project.

Alderman Siegel

That would have definitely been easier for me to understand.

Alderman Clemons

| am going to be recusing myself from this vote as Mr. Beaulieu contributed to my political campaign.

Alderman Siegel

Is that actually a legitimate reason to recuse oneself? There are a variety of people who have contributed to
political campaigns and | believe it is whether or not you have personal financial gain associated with the

Finance Committee Page 5
September 7, 2016

decisions made by the committee. | appreciate your willingness to recuse yourself but | just don’t understand
that is a requirement.

Alderman Clemons
| am airing on the side of caution.
Alderman O’Brien

| support Alderman Siegel’s opinion on the matter. Everybody knows somebody who works for the city or
different things that come up. We are elected to vote and if we do our job honestly and | think we all do; | hate
to set a precedent although you may do whatever you wish but | don’t there are any legal questions involved
here at all so | would feel confident if you voted on this but | do admire your honesty.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Purchase of Ten (10) Sets of Globe Classic Metro Advance Personal Protective Equipment (PPE)
(Value: $17,900)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AUTHORIZE THE PURCHASE
FROM BERGERON PROTECTIVE CLOTHING IN THE AMOUNT OF $17,900. FUNDS ARE AVAILABLE IN
DEPARTMENT 152 FIRE; GENERAL FUND

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Change Order #1 to the Lawson/Kronos ERP System Consulting Services Contract

(Value: Not-To-Exceed $90,000)
MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AUTHORIZE CHANGE ORDER #1
TO THE CONTRACT WITH SURETY SYSTEMS, INC., FOR AN AMOUNT NOT-TO-EXCEED $90,000.
SOURCE OF FUNDING IS DEPARTMENT 113, BENEFITS; GENERAL FUND; BENEFITS INTERNAL
SERVICE FUND

ON THE QUESTION

Alderman Siegel

| don’t think this is very controversial but | would like to point out that this is one of those costs associated with
attrition and why you don’t want to lose talented people because this cost is associated with retraining people
so that they understand how to use the system. Next time people nickel and dime some stuff they should
recognize that there is back in cost that can be substantially higher.

Alderman Deane

People retire too.

Alderman Siegel

That’s correct.

BID GUIDANCE
*“HERBICIDE TREATMENT BID NOTE**

PLEASE PROVIDE A BID FOR PERFORMING
AN HERBICIDE TREATMENT IN 2021 AS OUTLINED BELOW:

TARGET SPECIES: MULTIPLE SPECIES, INCLUDING EURASIAN
MILFOIL AND VARIABLE MILFOIL

TREATMENT ACRES: UPTO 90.5 ACRES

MEAN DEPTH OF TREATMENT AREAS: 5 FEET

TREATMENT DETAIL: MID TO LATE JUNE

TREATMENT AREAS MAY BE SMALLER THAN

THE FOOTPRINT SHOWN, AND WILL BE FINALIZED BASED
ON FIELD SURVEYS DONE ROUGHLY 3 WEEKS PRIOR TO
PROPOSED TREATMENT DATE.

PLEASE PROVIDE PRODUCT OPTIONS

AND APPLICATION RATES THAT YOU DEEM APPROPRIATE
FOR THIS SITE, AS WELL AS A LINE-ITEM BUDGET SHOWING
PROJECTED COSTS.

BIDS ARE DUE AT NHDES, CARE OF AMY SMAGULAAT

AMY.SMAGULA@DES.NH.GOV BY WEDNESDAY, NOVEMBER 25, 2020.

|_| Nashua_River_Potential_2021_Treatment_Area

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Finance Committee Page 6
September 7, 2016

Alderman Deane

So | wouldn't say it was a nickel and dime; maybe this is a back in cost but maybe we should be training
people as they go and this department was reliant on one individual and shame on the city for doing that. That
is just not a good thing to be doing and this is the end result of that. It’s a hard lesson to learn. | think it’s good
to cross train people and get them all well versed.

Alderman Siegel

| agree with Alderman Deane, however, | think unfortunately we let attrition to get to the point where we only
have one person left that understood what was going on for better or for worse which isn’t good and then they
left.

Mayor Donchess

| think when Mr. Budreau came in the department of seven people was virtually empty and he has worked very
hard to fill the department. He came in the middle of 2015 and Alderman Deane is right in that we were very
reliant on one person to be able to do payroll which is obviously a very important function for the city. Now Mr.
Budreau is making sure that we have cross training and more people who are available to make sure that the
payroll is delivered and we did through the budget add an additional person where we really needed it. | think
in the future we can help to avoid some of the problems we have had. If Mr. Budreau disagrees with any of
that he can let us know. We are trying to improve that cross training situation.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Contract Award for Burke Street — Programming and Conceptual Design (Value: $144,509)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AWARD THE CONTRACT TO HTK
ARCHITECTS, INC., IN THE AMOUNT OF $144,509. FUNDS ARE AVAILABLE IN DEPARTMENT 129,
BUILDINGS; CITY BUILDINGS EXPENDABLE TRUST

ON THE QUESTION
Alderman O’Brien

It seems that public works is going to be the primary beneficiary which is fine but they did also mention the
school department but is that final? Are they including public health or anyone else in the city?

Mayor Donchess

Alderman Deane can supplement this but | think that the project has been more difficult to define in terms of its
scope and cost than people anticipated. You are going to be getting a more complete explanation on this in the
future but the original estimates were $10 million to $15 million for the entire project. The feedback that the
group that’s been working on this project; | think the facts are showing that the cost is likely to be considerably
higher than that and the project is more complex than it had seemed at the beginning. The recommendation
here is to hire this architect to define the cost and scope of the project in a more concrete way than we can do
right now. As far as the school department goes, because these complexities have developed it is the
conclusion of Director Fauteux and Alderman Deane and others that at this point we cannot guarantee or
promise to the school department that this space in the office building will be ready for July or August of 2017
and so we’ve told the school department that. The point here is that the Brentwood Program which is a special
education program is housed in a leased facility in Merrimack. Their lease is up at the end of this current
school year so in order to continue that program which results in considerable savings to the city because they
don’t have to be placed out of district, we need to continue with the Brentwood Program. We need to find an