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proposal. The City of Nashua will then determine in writing if Service Provider should proceed with any or
all of the proposed change. If the change causes an increase or a decrease in Service Provider's cost or time
required for performance of the contract as a whole, an equitable adjustment shall be made and the contract
accordingly modified in writing. Any claim of Service Provider for adjustment under this clause shall be
asserted in writing within 30 days of the date the City notified Service Provider of the change.

5. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
PROFESSIONAL Service Provider warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has
concluded that the City of Nashua’s resolution of each matter is satisfactory to Service Provider. All future
questions Service Provider may have concerning interpretation or clarification of this contract shall be
submitted in writing to the City of Nashua within 10 calendar days of their arising. The writing shall state
clearly and in full detail the basis for Service Provider's question or position.

The City of Nashua representative shall render a decision within 15 calendar days. The City of Nashua's
decision on the matter is final. Any work affected by a conflict, error, omission, or discrepancy which has
been performed by Service Provider prior to having received the City of Nashua's resolution shall be at
Service Provider's risk and expense. 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 of the
City of Nashua. Service Provider is responsible for requesting clarification or interpretation and is solely
liable for any cost or expense arising from its failure to do so.

6. TERMINATION OF CONTRACT.

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its
sole discretion, shall have the right to terminate, abandon, or suspend all or part of the project and contract at
will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the project, it shall provide

Service Provider 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a termination
at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Service Provider shall:

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

2. provide the City of Nashua 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 City of Nashua 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 City of Nashua
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 suspension until receipt of a written
notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive all amounts
due and not previously paid to Service Provider for work satisfactorily completed in accordance with the
contract prior to the date of the notice and compensation for work thereafter completed as specified in the
notice. No amount shall be allowed or paid for anticipated profit on unperformed services or other
unperformed work.

B. TERMINATION FOR CAUSE. This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Service Provider in the event of a failure by Service Provider to adhere to any
or all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of
Nashua, to complete work in a timely and professional manner. Service Provider shall be given an

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opportunity for consultation with the City of Nashua prior to the effective date of the termination. Service
Provider may terminate the contract on 10 calendar days written notice if, through no fault of Service
Provider, the City of: Nashua fails to pay Service Provider for 30 days after the date of approval of any
Application for Payment.

In the event ofia termination for cause, Service Provider shall receive all amounts due and not previously paid
to Service Provider 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 ofiany additional costs
occasioned to the City of Nashua by reasons ofi Service Provider's failure. Service Provider shall not be
relieved of liability to the City of Nashua for damages sustained from the failure, and the City of Nashua may
withhold any payment to the Service Provider until such time as the exact amount of damages due to the City
of Nashua is determined. All claims for payment by the Service Provider must be submitted to the City of
Nashua within 30 days ofthe effective date of the notice of termination.

if after termination for the failure of Service Provider to adhere to any of the terms and conditions of the
contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete work in a timely
and professional manner, it is determined that Service Provider had not so failed, the termination shall be
deemed to have been a termination at will. In that event, the City ofi Nashua shall make an equitable
adjustment in the compensation paid to Service Provider, The adjustment shall include a reasonable profit for
services or other work performed up to the effective date of: termination less all previous payments.

Cc. 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 ofthe performance ofiits obligations hereunder to the extent that
performance ofisuch 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, sub-contractors, sub consultants, vendors, or suppliers are
expressly recognized to be within Service Provider's control.

7. 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. Ifi the parties are unable to resolve their dispute as described above, 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 ofthis contract.

8. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment, compensation, or
adjustment ofiany 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 ofiNashua may provide.

9, 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;

> Motor Vehicle Liability: $1,000,000 Combined Single Limit;
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10.

*Coverage must include all owned, non-owned and hired vehicles.

> Workers’ Compensation Coverage in compliance with the State of NH _ Statutes,
$100,000/$500,000/$ 100,000.

Service Provider, sub consultants and sub-contractors at every tier will fully comply with NH
RSA Chapter 281-A, “Workers’ Compensation”.

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 the contract. The City of Nashua shall not maintain
any insurance on behalf of Service Provider. Subcontractors are subject to the same insurance
requirements as the 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 (10) calendar days after the City of Nashua issues the notice of award. The City of Nashua
requires thirty (30) days written notice of cancellation or material change in coverage. The certificates and
endorsements for each insurance policy are to be signed by a person authorized by the insurer and who is
licensed by the State of New Hampshire. Certificates must name the City of Nashua as an additional

insured, except for Professional liability 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. The certificate should be mailed to:

Risk Management
City of Nashua

229 Main Street
Nashua, NH 03060

> 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, 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 Service Provider.

INDEMNIFICATION. Regardless of the coverage provided by any insurance, Service Provider agrees

to indemnify and shall 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, attorneys’ fees, costs
and expenses of any kind or nature to the extent 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, 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.

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11. 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 right 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.

12. 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 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.

13. NONDISCRIMINATION. 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,
religion, 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.

14, SERVICE PROVIDER ENDORSEMENT. Service Provider shall sign, seal, and/or stamp as appropriate
any necessary documents as required under the laws of the State of New Hampshire.

15. 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.

16, CITY OF NASHUA 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.

17. 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.

18. 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.

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19, 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.

20. 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 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.

21. 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.

22, 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.

23. 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.

24, 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.

25. CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws of the State
of New Hampshire and any litigation shall be brought in a court located in the State of New Hampshire.

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) (signature)

James Douchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

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In addition, Pay Item IJ shall include the following work related to the Pennichuck
Water Works (PWW) requirements for the shut down and proposed sewer crossing of
the existing 16-inch diameter water main as follows:

a,

The Contractor shall submit a detailed Work Plan, Traffic Control Plan (TCP),
and a Schedule for review and approval by the City and PWW at least three (3)
weeks in advance of the work.

The Contractor shall furnish and install a 12-inch gate valve including necessary
pipe, fittings and couplings in the existing water main at a location approximately
100 feet south on the 16-inch water main crossing. The new valve is located in a
grass shoulder alongside Daniel Webster Highway, and shall be “cut-in” to the
existing 12-inch cast iron main. A 2-inch air release assembly is also required at
this location (See Detail).

Prior to crossing the existing 16-inch water main and after shut down, the
Contractor shall cut and remove a portion of the 16-inch water main. The length
of existing 16-inch main to be removed is approximately 30 linear feet, and shall
span the sewer trench excavation to a point 3-feet minimum beyond the limits of
the trench excavation on each side. The existing 16°x16” Tee shall be removed
and salvaged to PWW.

The sewer main shall then be installed and backfilled in accordance with the
project specifications. In addition, backfill under the 16-inch water main shall
conform to the details on the plan, and shall consist of crushed gravel (NHDOT
Item 304.3), compacted in 12-inch lifts to 95% ASTM D1537, Method C.

The water main shall then be reconnected with approximately 30 linear feet of 16-
inch Class 52 Ductile Iron (Zinc Coated) water main, bell clamps at all water
main joints, and two (2) solid sleeves.

Water main bedding, backfill and all materials and workmanship shall conform to
the requirements of “Pennichuck Water Works, Technical Specifications for
Water Main, Hydrant and Service Installation, latest edition”.

All work associated with the water main including the “cut-in” 12-inch gate valve
installation shall be considered incidental to and included in the 18-inch sewer
line unit price (Item 1]).

Any PWW fees shall be paid directly by the City.

Note:
« The restoration of landscape areas, and pavement and base course gravels
shall be paid for separately under the appropriate ROADWAY
RESTORATION contract items.

« Flowable fill of the remaining 18-inch sewer left in place shall be paid for
under Pay Item 8 - Flowable Fill for Pipe Abandoned in Place.

2022 Sewer Replacement Project Addendum No, |

Nashua, Nit

~

THE CITY OF NASHUA ‘The Gate Cty’

Financial Services

Purchasing Department

March 40, 2016
Memo #16-118

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CARTEGRAPH SYSTEMS AMENDMENT #2 (VALUE: $15,000)
DEPARTMENT: 161 STREETS; FUND: GENERAL;
ACCOUNT CLASSIFICATION: 55 OTHER SERVICE
DEPARTMENT: 169 WASTEWATER; FUND: WASTEWATER
ACTIVITY: SEWER REHAB

Please see the attached communication from Lisa Fauteux, Director of Public Works, dated March 8,
2016 for information related to this purchase.

The original contract, pursuant to NRO § 5-78 Major purchases (greater than $10,000), was awarded in
the amount of $201,240. Amendment No. 1 to add loading pavement data was at zero cost since
Cartegraph System, Inc. discounted the fee of $7,000 by 100%. Amendment No. 2 is to add the Scenario
Builder module at a cost of $15,000 for a new contract total of $216,240.

The Director of Public Works, Board of Public Works (Special Meeting 3/8/16) and the Purchasing
Department recommend the award of this contract amendment to Cartegraph System, Inc. of Dubuque,
lA in an amount of $15,000.

Respectfully, i

”
Dan Kooken

Purchasing Manager

Cc: L. Fauteux C. O’Connor

229 Main Street » Nashva, New Hampshire 03061 © Phone (603) 569-3330 « Fax (603) 589-3344

To:

From:

Re:

A. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date; March 8, 2016

Lisa Fauteux, Director Public Works
Administration

Cartegraph Systems
Amendment No. 2

To approve Amendment No. 2 with Cartegraph, System, Inc. of Dubuque,
lowa in an amount not to exceed $15,000. Funding will be through:
Departments: 161 Streets; Fund: General; Account Classification 55 Other
Service; and Department 169 - Wastewater; Fund: Wastewater; Activity:
Sewer Rehab.

The original contract with Cartegraph Systems, Inc. for the Asset Management/Work
Order System was executed in June 2015 for the first year cost of $ 201,240.

The contract was amended in January 6, 2016 for Cartegraph to load pavement data
provided by MDS Technologies, the company contracted by the City to collect data on
street condition and integrate the information into Cartegraph and GIS. The contract
amendment was at a zero cost since Cartegraph discounted the fee of $7,000 by 100%.

The current Cartegraph contract has a pavement module that takes input on condition
imperfections to produce condition index (PCI) and deterioration and performance
patterns. In order to perform cost analysis for various budgets, treatment methods and
road types, the Scenario Builder module from Cartegraph is needed. A cost estimate of
$15,000 was obtained and this covers the supply of the product, installation and training.
This amendment brings the total current contract value to $216,240.

Cartegraph

City of Nashua, NH
Cartegraph Software and Services Quote

Quote: Q1601117
Date: March 11, 2016

Cartegraph Systems, Inc.
3600 Digital Drive
Dubuque, IA 52003
www.cartegraph.com

800 688.2656
563 556.8120
Fax 563 556.8149

City of Nashua, NH | March 11, 2016 Car Cegr aph

Cartegraph is pleased to present this Quote for the implementation of world class technology solutions in your
organization. This Quote is made and entered into between City of Nashua hereinafter referred to as “Customer”
or “Licensee,” whose address is noted below, and Cartegraph Systems, Inc., 3600 Digital Drive, Dubuque, lowa
52003, hereinafter referred to as “Cartegraph.”

Customer address: Licensee address:
Nick Miseirvitch Same
City of Nashua

229 Main Street
Nashua, NH 03061-2019

Field Services

The Fee for Service Implementation Services as listed in the Investment Summary are specific Cartegraph
services which will be delivered to the Customer based on the descriptions below.

Cartegraph - Scope of Work

e Cartegraph will provide remote train-the-trainer training, up to sixteen (16) hours, on Advanced Work
functionality. Training topics include:
o Scenario Builder
=" Settings:
e Prediction Groups
e Minimum Condition Groups
Activities and Impacts
e = Criticality Factor
e = Install/Replaced Dates
»" Scenarios:
e Scenario Types
e Plan Years and Budgets
e Protocols

e Data Exports
=" Cartegraph recommended best practices for advanced work management

NOTE: Scenario Builder requires data and configuration of Advanced Asset functionality.

Cartegraph will provide all services remotely via audio, video, and web conferences unless otherwise noted.

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