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action by the Board of Public Works and Finance Committee in a timely manner. The City and
Professional Engineer also agree to attend all meetings called by the City or Professional Engineer to
discuss the work under the Contract, and that Professional Engineer may elect to conduct and record such
meetings and shall later distribute prepared minutes of the meeting to the City.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES,
PROFESSIONAL Professional Engineer warrants that it has examined all contract documents, has brought
all conflicts, errors, discrepancies, and ambiguities to the attention of the City in writing, and has
concluded that the City's resolution of each matter is satisfactory to Professional Engineer. All future
questions Professional Engineer may have concerning interpretation or clarification of this contract shall
be submitted in writing to the City within 10 calendar days of their arising. The writing shall state clearly
and in full detail the basis for Professional Engineer's question or position. The City representative shall
render a decision within 15 calendar days. The City's decision on the matter is final. Any work affected
by a conflict, error, omission, or discrepancy which has been performed by Professional Engineer prior to
having received the City's resolution shall be at Professional Engineer's risk and expense. At all times,
Professional Engineer 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. Professional Engineer is
responsible for requesting clarification or interpretation and is solely liable for any cost or expense arising
from its failure to do so.

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, 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 chooses to terminate, abandon, or suspend all or part of the project, it shall provide
Professional Engineer 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, Professional Engineer shall:

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

2. Place no further orders or subcontracts 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.

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

4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City to resume performance.

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall receive all
amounts due and not previously paid to Professional Engineer 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 on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional Engineer to
adhere to all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of
the City, pursue the project or to complete work in a timely and professional manner. Professional
Engineer shall be given an opportunity for consultation with the City prior to the effective date of the

GC 5 of 12

termination. Professional Engineer may terminate the contract on 10 calendar days written notice if,
through no fault of Professional Engineer, the City fails to pay Professional Engineer for 30 days after the
date of approval of any submitted invoice forms and progress reports.

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

If after termination for the failure of Professional Engineer to adhere to all the terms and conditions of the
contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to complete
work in a timely and professional manner, it is determined that Professional Engineer had not so failed,
the termination shall be deemed to have been a termination at will. In that event, the City shall make an
equitable adjustment in the compensation paid to Professional Engineer. 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
may take over the work and prosecute it to completion by agreement with another party or otherwise. In
the event Professional Engineer shall cease conducting business, the City shall have the right to solicit
applications for employment from any employee of the Professional Engineer assigned to the
performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the extent
that performance of such obligations is prevented or delayed by any cause, existing or future, which is
beyond the reasonable control of such party. Delays arising from the actions or inactions of one or more
of Professional Engineer's principals, officers, employees, agents, subcontractors, consultants, vendors, or
suppliers are expressly recognized to be within Professional Engineer's control.

9. DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall be
resolved under this paragraph. 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 Representative and a Professional Engineer representative. At all times, Professional
Engineer 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. If the dispute is not resolved
within 30 days, either party may request that the dispute be submitted to the Board of Public Works for
final resolution. The decision of the Board of Public Works shall be final and binding on the parties. If
either party is dissatisfied with the decision of the Board of Public Works, that party may immediately
terminate the contract under this paragraph, with Professional Engineer being entitled to compensation for
work actually and satisfactorily performed up to the time of the termination and the City being entitled to
all contract materials in accordance with paragraph 21, and compensation for any additional damages or
expenses incurred in completing the work under the contract, including, without limitation, the costs of
securing the services of other Professional Engineers.

GC 6 of 12

10. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment, compensation,
or adjustment of any kind shall be made to Professional Engineer for damages because of hindrances or
delays in the progress of the work from any cause, and Professional Engineer agrees to accept in full
satisfaction of such hindrances and delays any extension of time that the City may provide.

11. INSURANCE. Professional Engineer shall carry and maintain in effect during the performance of
services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
$1,000,000 Profession Liability;
and Workers' Compensation Coverage in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$ 100,000.

Vv

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

Professional Engineer will provide the City of Nashua with certificates of insurance for coverage as listed

below and endorsements affecting coverage required by the contract within ten calendar days after the
City issues the notice of award. The City of Nashua requires thirty days written notice of cancellation or
material change in coverage. The certificates and endorsements for each insurance policy must be signed
by a person authorized by the insurer and who is licensed by the State of New Hampshire. General
Liability and Auto Liability policies must name the City of Nashua as an additional insured and
reflect on the certificate of insurance. Professional Engineer is responsible for filing updated certificates
of insurance with the City of Nashua's Risk Management Department during the life of the contract.

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

= 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 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, caused in whole or part by Professional Engineer or
anyone employed, directed, or supervised by Professional Engineer.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and-shal-defend and hold harmless the City, 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, defense and

GC 7 of 12

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.

13. FISCAL CONTINGENCY. All payments under this contract are contingent upon the availability to
the City of the necessary funds. This contract shall terminate and the City's obligations under it shall be
extinguished at the end of any fiscal year in which the City 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 under this contract that are not paid to Professional
Engineer shall automatically revert to the City’s discretionary control upon the completion, termination,
or cancellation of the agreement. The City 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.

14. COMPENSATION. Review by the City of Professional Engineer's submitted monthly invoice
forms and progress reports for payment will be promptly accomplished by the City. If there is insufficient
information, the City may require Professional Engineer to submit additional information. Unless the
City, in its sole discretion, decides otherwise, the City shall pay Professional Engineer in full within 30
days of approval of the submitted monthly invoice forms and progress reports.

15. 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 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.

16. 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.

GC 8 of 12

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.

17. 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.

If applicable, Professional Engineer agrees to complete and submit to the City 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.

18. 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.

19, 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. Any such assignment, transfer, delegation, or subcontracting
without the prior written consent of the City is void. Any consent of the City 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.

20. 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, 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.

21. 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 and all
such materials shall be remitted and delivered, at Professional Engineer's expense, by Professional
Engineer to the City upon completion, termination, or cancellation of this contract. Alternatively, if the
City 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

GC 9 of 12

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, 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. 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.

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

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 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 or any of its officers or employees, in either their official or individual capacity, 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, 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.

23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Professional Engineer
shall notify the City in writing of the date of the completion of the work and request confirmation of the
completion from the City. Upon receipt of the notice, the City 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
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 shall be the date upon
which the Board of Public Works or other designated official accepts and approves the notice of
completion.

24, 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 from any liability on account of
any and all such taxes, levies, duties, assessments, and deductions.

GC 10 of 12

Travelers Casualty and Surety Company of America
Travelers Casualty and Surety Company

TRAVELER - St. Paul Fire and Marine Insurance Company

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That Travelers Casually and Surety Company of America, Travetars Casualty and Surety Company, and &
Paul Fre and Marine Insurance Company are corporations duly organized under the laws of the Stale of Connecticul (herein collectively called the
"Compan es"), and tha the Companies do hereby make, constitute and appoint Michael Sweeney, of Keene, New Hampshire, ther true and tawful
Attomey-in-Fact to s:gn, execute. seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory hh
the nature thereof an behalf of the Companies in the business of guaranteeing the fidelity df persons, guaranteeing the performance of contracts
and executing or guaranieeing bonds and undertakings required or permitied any actions or proceedings allowed by law.

TO NESS WHEREOF, the Companies have caused this instrument to be sl.gned, and their corporate seals tb be hereto affi xed, Uis vd day of February.

<>
State of Connecticut A LEE
By LE. Fay

Cty of Hartford ss Robert L Raney, Sefifor Vice President

On ths the vd day of February, 2017. before me personally appeared Robert L. Raney, who acknowledged himself to be the Sentor Vice President of
Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and &. Paul Fire and Marine insurance Company, and
that he, as such, being authorized so fb do, executed the foregeing Instrument for the purposes thereln contained by signing on behalf of the corporalions
by himself at a duty authorized officer.

in Witness Whereof, | hereunto set my hand and official seal.
My Commission expires the th day of June, 2021 Won Cc Attar

C.Tetreaullt, Notary Public

This Power of Atlomay is granted under and by the authority of the following resolutions adopied by the Boards of Directors of Travelers Casually and
Surety Company of America, Traveters Casualty and Surety Company, and St Paui Fre and Marine insurance Company, which resolutions are now in

ful force and effect, reading as fdlows:

RESOLVED, that the Chairman, the President, any Vice Chairmen, any Executive Vice President, any Senior Vice President, any Vee President, any
Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary o any Assistant Secretary may appoint Attomeys-in-F act and
Agents lo act for and on behalf df the Company and may give such appointee such authority 8s his of her certificate of euthority may prescribe © sign wih
the Company's name and seal wih tha Company's seal bonds, recognizences, contracts of indemnity, and other wrilings obligatory in the nature of a
bend, recognizance, or conditional undertaking, and any of said officers a the Board of Directors a any time may remove any such appointee and revoke

the power given him or her, and its

FURTHER RESOLVED, that the Chairman, the President, any Vice Chalrman, ony Executive Vice President, any Senior Vie President or any Vice
President may delegate ail or any pat of tha foregoing authority © one or more officers or employees of tis Company, provided that each such delegation
& In writing and a copy thereo! is filed In the office of the Secretary; and 2 is

FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obtigatory in the nature of a bond, recognizance, of conditional
undertaking shall be valid and binding upon the Company when (a) signed by the Pres any Vice Chalrman. any Executive Vice President, any Serior
Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant
Secretary and duly attested and seated wih the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, I required) by
one of more Atlomeys-in-Faet and Agents pursuant to the power prescribed in his a her certificate a thelr certificates of authority or by one or more
Company officers pursuant to 4 written delegation df authority, and Rb

FURTHER RESOLVED, thal the signature of each of the following officers: Presi dart, any Executive Vice President, any Senior Vie President, any Vice
President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile & any Power
of Atlomey or © any certficate relating thereto appointing Resident Vice Presidents, Residan Assistant Secretaries of Attorneys-in-F act for purposes orty
of executing and atlesting bonds and undertakings and other writings obli galory h the nature thereo!, and any such Power of Attomey or certificate bearing
such facsimile signature of facsimile seal shall be valid and binding upon the Company and ay such power so execuied end certified by such facsimie
signature and facsimile sea shal be valid and binding cn the Company in tha future wih respect ib any bond a understanding > which 4 & attached

| Kevin E Hughes, the undersigned, Assistant Secretary of Travelers Casualty and Surety Company a America, Travelers Casualty and Surety
Company, and St. Paul Fire and Marine Insurance Company, do hereby certify that the above and foregoing is a tue and correct copy of the Power of

Atlomey executed by said Companies, which remains h full face and efect.
Dated this sn day of February 1. 202

Kevin E. Hughes. ant Secretary

To verity the authenticlty of thts Power of Attorney, please cail us at 1-800-421-3880,
Please refer to the above-named Attorney-in-Fact and the details of the bond to which the power bs attached.

25. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this contract
shall be considered waived by the City. 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
in a written waiver.

26. 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.

27, PROHIBITED INTERESTS. Professional Engineer shall not allow any officer or employee of the
City 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 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. 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 determines that a conflict exists and
was not disclosed to the City, 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 may terminate the
contract at will or for cause in accordance with paragraph 8. Upon termination, Professional Engineer
shall refund to the City any profits realized under this contract, and Professional Engineer shall be liable
to the City for any costs incurred by the City in completing the work described in this contract. At the
discretion of the City, 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 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 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 under this contract or at law.

28, THIRD PARTY INTERESTS AND LIABILITIES. The City 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 and Professional Engineer.

29. 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.

30. 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

GC 11 of 12

may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying the invalidity or
unenforceability.

31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire
contract between the City 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.

32. 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.

GC 12 of 12

THE CITY OF NASHUA “The Gate City’

oy > = Financial Services
_ Purchasing Department

February 25, 2016
Memo #16-111

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: BIOSOLIDS DISPOSAL CONTRACT (VALUE: $1,215,000)
DEPARTMENT: 169 WASTEWATER; FUND: WASTEWATER
ACCOUNT CLASSIFICATION: 54 PROPERTY SERVICES

Please see the attached communication from David Simmons, Wastewater Department Superintendent
dated February 29, 2016 for the information related to this purchase.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be
purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The Wastewater Plant Engineer, Board of Public Works (February 29, 2016) and the Purchasing
Department recommend the award of this three (3) year contract in the amount of $1,212,030 to Casella
Organics of Concord, NH.

Purchasing Manager

Cc: D Simmons L Fauteux

229 Main Street e Nashua, New Hampshire 03061 © Phone (603) 589-3330 e Fax (603) 589-3344