Search

ARTICLE 11 —- PAYMENTS AND COMPLETION

1.

10.

The Contract Sum stated in the Agreement, including authorized adjustments, is the total
amount payable by the OWNER to the CONTRACTOR for performance of the Work
under the Contract Documents.

Once every thirty (30) days, the CONTRACTOR shall submit an itemized Application
for Payment for operations completed in accordance with the values stated in the
Agreement. Such application shall be supported by such data substantiating the
CONTRACTOR’s right to payment as the OWNER may reasonably require.

Application for Payment performed under this agreement shall be submitted as follows:

> Electronically via email to VendorAPInvoices@NashuaNH.gov
OR
» Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable
229 Main Street
Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the

OWNER requires that all submitted invoices contain a valid PURCHASE ORDER

NUMBER.

The CONTRACTOR warrants that title to all Work covered by an Application for
Payment will pass to the OWNER no later than the time of payment. The
CONTRACTOR further warrants that upon submittal of an Application for Payment, all
Work for which Certificates for Payment have been previously issued and payments
received from the OWNER shall, to the best of the CONTRACTOR’s knowledge,
information and belief, be free and clear of liens, claims, security interests or other
encumbrances adverse to the OWNER’s interests.

OWNER shall make payments, for work satisfactorily completed and accurately invoiced,
on the basis of CONTRACTORs Application for Payment, within 30 days of approval by
the OWNER.

The CONTRACTOR shall promptly pay each subcontractor and supplier out of the
amount paid to the CONTRACTOR on account of such entities’ portion of the Work.

The OWNER shall have no responsibility for the payment of money to a subcontractor or
supplier.

An Application for Payment, a progress payment, or partial or entire use or occupancy of
the project by the OWNER shall not constitute acceptance of Work not in accordance with
the requirements of the Contract Documents.

Substantial completion is the stage in the progress of the Work when the Work or
designated portion thereof is sufficiently complete in accordance with the Contract
Documents so the OWNER can occupy or utilize the Work for its intended use.

When the Work or designated portion thereof is substantially complete, the
CONTRACTOR and OWNER shall establish responsibilities for completion and shall fix
the time within which the CONTRACTOR shall finish all items on the list accompanying

Page 7 of 12

11.

12.

the Certificate. Warranties required by the Contract Documents shall commence on the
date of Substantial Completion of the Work or designated portion thereof unless otherwise
provided in the Certificate of Substantial Completion.

Upon receipt of a final Application for Payment, the OWNER will inspect the Work.
When he finds the Work acceptable and the Contract fully performed, the OWNER will
promptly issue a final Certificate for Payment.

Acceptance of final payment by the CONTRACTOR, a subcontractor or supplier shall
constitute a waiver of claims by that payee except those previously made in writing and
identified by that payee as unsettled at the time of final Application for Payment.

ARTICLE 12— RETAINAGE

1. The OWNER will retain a portion of the progress payment, each month, in accordance with
the following procedures:

2.

a. The OWNER will establish an escrow account in the bank of the OWNER’s
choosing. The account will be established such that interest on the principal wiil be
paid to the CONTRACTOR. The principal will be the accumulated retainage paid
into the account by the OWNER. The principal will be held by the bank, available
only to the OWNER, until termination of the contract.

d. Until the work is 50% complete, as determined by the OWNER, retainage shall be
10% of the monthly payments claimed. The computed amount of retainage will be
deposited in the escrow account established above.

c. After the work is 50% complete, and provided the CONTRACTOR has satisfied
the OWNER in quality and timeliness of the work, and provided further that there
is no specific cause for withholding additional retainage no further amount will be
withheld. The escrow account will remain at the same balance throughout the
remainder of the project.

Upon final completion and acceptance of the Work, OWNER shall hold 2% retainage
during the 1 (one) year warranty period and release it only after the project has been
accepted.

ARTICLE 13 — PROTECTION OF PERSONS AND PROPERTY

1.

The CONTRACTOR shall be responsible for initiating, maintaining and supervising all
safety precautions and programs, including all those required by law in connection with
performance of the Contract. The CONTRACTOR shall promptly remedy damage and
loss to property caused in whole or in part by the CONTRACTOR, or by anyone for
whose acts the CONTRACTOR may be liable.

ARTICLE 14 — CORRECTION OF WORK

1.

The CONTRACTOR shall promptly correct Work rejected by the OWNER as failing to
conform to the requirements of the Contract Documents. The CONTRACTOR shall bear
the cost of correcting such rejected work

In addition to the CONTRACTOR?’s other obligations including warranties under the
Contract, the CONTRACTOR shail, for a period of one year after Substantial Completion,
correct work not conforming to the requirements of the Contract Documents.

Page 8 of 12

3. Ifthe CONTRACTOR fails to correct nonconforming Work within a reasonable time, the
OWNER may correct it and the CONTRACTOR shall reimburse the OWNER for the
cost of the correction.

ARTICLE 15 — PROHIBITED INTERESTS

CONTRACTOR shall not allow any officer or employee of the OWNER to have any indirect or
direct interest in this contract or the proceeds of this contract. CONTRACTOR warrants that no
officer or employee of the OWNER has any direct or indirect interest, whether contractual, non-
contractual, financial or otherwise, in this contract or in the business of the CONTRACTOR.
CONTRACTOR 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. CONTRACTOR further warrants that no
person having such an interest shail be employed in the performance of this contract. If any such
interest comes to the attention of CONTRACTOR at any time, a full and complete disclosure of
the interest shall be immediately made in writing to the OWNER. If OWNER determines that a
conflict exists and was not disclosed to the OWNER, it may terminate the contract at will or for
cause.

ARTICLE 16 - TERMINATION OF THE CONTRACT
TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL

The OWNER, 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 OWNER chooses to terminate, abandon, or suspend
all or part of the project, it shall provide CONTRACTOR 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 that part of the project and contract.

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

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

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

c. 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.

d. 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.

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

In the event of a termination, abandonment, or suspension at will, 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 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.

Page 9 of 12

TERMINATION FOR CAUSE

This agreement may be terminated by the OWNER on 10 calendar day’s written notice to
CONTRACTOR in the event of a failure by CONTRACTOR to adhere to any or all 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.
CONTRACTOR shall be given an opportunity for consultation with the OWNER prior to the
effective date of the termination. CONTRACTOR may terminate the contract on 10 calendar
days written notice if, through no fault of CONTRACTOR, the OWNER fails to pay
CONTRACTOR for 45 days after the date of approval by the OWNER of any Application for
Payment.

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 ail 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 shail 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 s same amount
as it would have received in the event of a termination-at-will.

Page 10 of 12

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.

ARTICLE 17 — 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 Aldermen for resolution. If the parties are
dissatisfied with the decision of the Board of Aldermen, 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 18 —- 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 19 —- MISCELLANEOUS PROVISIONS

1. Neither party to the Contract shail 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.

3. Ifadditional 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.

Page 11 of 12

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

ee ee

City of Nashua, NH (signature) CONTRACTOR (signature)
_James Donchess, Mayor Domenic Armano, President
(Printed Name and Title) (Printed Name and Title)

September 25, 2020
Date Date

Page 12 of 12

"The Gate City’

2), THE CITY OF NASHUA

Administrative Services
Purchasing Department

October 14, 2020
Memo #21-039

TO: Mayor Donchess
Finance Committee

SUBJECT: Vehicle Purchase for Parks & Recreation funded from FY21 CERF
Please see attached communications from John Stewart, Fleet Manager, dated October 22, 2020 and

David Fredette, Treasure, dated September 22, 2020 for project specific details related to this purchase.
Below please find a summary of the purchase approval request:

Item: Vehicle: Ford F350 Truck, 2019
Value: $39,060
Vendor: MHQ Vehicles, Equipment & Gear

Department: 161 Streets
Source Fund: Capital Equipment Reserve Fund (CERF)

Ordinance: Pursuant to § 5-84 Special purchase procedures A. (3) Purchases which can be
procured through cooperative intergovernmental purchase agreements with
other governmental jurisdictions.

The Parks and Recreation Department, and the Purchasing Department respectfully request your
approval of this contract.

Regards,

Kelly Parkinson
Purchasing Manager

Ec: C O'Connor
J Stewart

229 Main Street « Nashua, New Hampshire 03061 e Phone (603) 589-3330 e Fax (603) 589-3233

City of Nashua

Office of The Treasurer

. _ 603) 589-3193
299 Main Street - Nashua, NH 03060 ran (o0s)e89-3208

To: Board of Aldermen September 22, 2020
From: David G. Fredette, Treasurer/Tax Collector

Re: Purchase replacement for one (1) 2019 Ford F350 Pickup — Vehicle Id #638
From FY 2021 Capital Equipment Reserve Fund (CERF)

The purpose of this communication is to give additional information related needed to replace one (1)
2019 Ford Pickup that was not listed on the FY2021 vehicle replacement schedule. Unfortunately, this
vehicle was totaled in an accident on June 10, 2020. The cost to CERF will be $39,060. Funds are
available in CERF due to several cost savings on several items in FY 2020. It is also anticipated
additional escrows or supplemental appropriations will be used to transfer additional funds into CERF
during the first quarter of FY 2021. This vehicle was scheduled to be replaced in 2027.

Pursuant to NRO 5-127.1 D Capital Equipment Reserve Fund, which states: “During that fiscal year,
the city may purchase that equipment, or equipment that will serve the same stated purpose as the listed
equipment as long as the price does not vary by more than ten percent of the estimated replacement
value. All purchases from the Capital Equipment Reserve Fund must comply with the city’s purchasing

approval process. Any other requests to use funds from the Capital Equipment Reserve Fund must be
approved by the board of aldermen.”

I respectfully request the approval from the Board of Aldermen for the purchase of a 2020 Ford F350
AL 4WD Cab Pickup for the Park and Recreation department as requested. This vehicle will replace
the 2019 Ford 2019 Ford F-350 Ford Pickup Vehicle Id #638 which was totaled in a recent accident.

Cc: Mayor James W. Donchess
John Griffin, CFO/Comptroller
Nick Caggiano, Superintendent —Park/Recreation Dept.
Carolyn O’Connor, DPW Finance & Admin. Mgr.
Kelly Parkinson, Purchasing Department Manager
Legal Department

City of Nashua, Public Works Division

To: Board of Public Works Meeting Date: October 22, 2020
From John Stewart, Fleet Manager
Street Department

XX Informational: Park and Recreation Pickup Replacement.

Discussion: The Parks and Recreation Department pickup #20-638 was involved in an
accident on June 10, 2020. The vehicle was a total loss from the damages from
the accident. Some of the accessories that were installed by the city were
removed and will be reinstalled into the new pickup. The quote does not include a
plow as that was not involved. The replacement truck will be an exact make and
model as the pickup in the collision.

VEHICLES EQUIPMENT @ GEAR

CUSTOMER

Contact Name: Mr, John Stewart

Company/Dept: Nashua Parks and Recreation Dept
Street Address: 9 Stadium Drive

City, State, Zip: Nashua NH 03062

Phone:

E-Mail: stewartj@nashuanh.gov

20 Ford F350 XL 4WD Regular Cab Pickup
.2L V8 w/10sp Auto Trans.
y! seats and Floors
/Fm Radio with hands Free Phone U-Connect
Conditioning
railer Hitch receiver { Class ill }
reen Gem
” Wheels
erain Tires
r group ( Windows, Lacks, & Mirrors}
fitter Switches
Plow Prep, Package
Dual Batteries ( Required w/Snow Plow Prep)
40 Amp Alt. ( Required w/Snow Plow Prep }
trailer Brake Controller
Running Boards
EQUIPMENT
Steel Cab Guard (Back Rack}

Back Rack Mounting plates for Beacons
Whelen Super LED Roof Beacon
Whelen TAN85F Traffic Advisor

Whelen Vertex LED Hideaway Warning Lights
Rhine Spray on Bedliner

Fisher Truck Side Only Plow Hitch wirring Harness and Plow
Control

Date: July 29, 2020
Valid for:
Customer #:
Contract: MAPC/GBPC
Sales Rep: = Brian Fleming

$28,995,

60.0
7?

162,

$245.
206,00
.00
265.00

314,

eEePeP edge degre] el rir

$550,
$70.0
$1,020
$980,
$525
$595.00

$2,800.

$39,060.00

TERMS AND CONDITIONS

“This quate is valid for 60 days from the date of quote, Any purchase orders or approved quotes received outside of the 60 day quote period will be subject to
price adjustments. By signing this quate, the customer is agreeing to pay, in full, for all items listed above. Any requests for changes, modifications,

replacements, removals or additional items may be subject to additional fees and/or adjusted delivery dates.

Nashua Parks Rec F350 Pickup Page 1 of 2