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ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS

7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following
representations:

A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related
data identified in the Bidding Documents.

B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local,
and Site conditions that may affect cost, progress, and performance of the Work.

C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations
that may affect cost, progress, and performance of the Work.

D. CONTRACTOR has carefully studied all Gf any): (1) reports of explorations and tests of subsurface
conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or
subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified in the
Supplementary Conditions as provided in paragraph 4.02 of the General Conditions and (2) reports and drawings of a
Hazardous Environmental Condition, if any, at the Site which has been identified in the Supplementary Conditions as
provided in paragraph 4.06 of the General Conditions.

E. CONTRACTOR is entitled to rely upon the general accuracy of the “technical data” as provided in
paragraph 4.2 of the General Conditions. CONTRACTOR acknowledges that such reports and drawings are not
Contract Documents and may not be complete for CONTRACTOR's purposes. CONTRACTOR acknowledges that
OWNER and ENGINEER do not assume responsibility for the accuracy or completeness of information and data
shown or indicated in the Contract Documents with respect to Underground Facilities at or contiguous to the site.

F. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all
additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions
(surface, subsurface and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or
performance of the Work or which relate to any aspect of the means, methods, techniques, sequences and procedures of
construction, if any, expressly required by the Contract Documents to be employed by CONTRACTOR, and safety
precautions and programs incident thereto.

G. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests,
studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in
accordance with the other terms and conditions of the Contract Documents.

H. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the
Site that relates to the Work as indicated in the Contract Documents.

I. CONTRACTOR has correlated the information known to CONTRACTOR, information and
observations obtained from visits to the Site, reports and drawings identified in the Contract Documents and all
additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents.

J. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities or

discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by
ENGINEER is acceptable to CONTRACTOR.

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K. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and
conditions for performance and furnishing of the Work.

ARTICLE 8 - CONTRACT DOCUMENTS

8.01 Contents

A. The Contract Documents consists of the following:
1. This Agreement;
2. Nashua Transit Center Retrofit RFP March 15, 2021 -

10.

11.

12.

13.

14.

15

16

17

Refer to 0979-040821_ RFP _NTC_Retrofit_Rebid

General Conditions; - Refer to 0979-040821_RFP_NTC_Retrofit_Rebid
Supplementary Conditions; Refer to 0979-040821_RFP_NTC_Retrofit_Rebid
Bid Bond; Refer to 20210409 DL King Bid #2.

Bid Form; Refer to 20210409 DL King Bid #2.

Performance Bond;

Payment Bond;

Certificate of Insurance

Construction Specifications as listed in Table of Contents
Refer to 0979-040821_RFP_NTC_Retrofit_Rebid

Addenda Number 2 — 0979-040821 Addendum 2
Exhibits, as listed in the Table of Contents, to this Agreement

The following which may be delivered or issued on or after the Effective Date of the Agreement
and are not attached hereto:

a. Written Amendments
b. Change Order(s)

New Hampshire Department of Transportation “Standard Specifications for Road and Bridge
Construction”, latest edition, incorporated by reference.

“Manual of Uniform Traffic Control Devices”, latest edition, incorporated by reference.

City of Nashua, Standard Specifications for Sewers and Drains, Approved and Adopted June
15,1993, incorporated by reference.

City of Nashua, Standard Specifications for Road Construction, Approved and Adopted June 11,
1986, incorporated by reference.

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18 City of Nashua, Standard Specifications for Sidewalk Construction, Approved and Adopted
August 28, 1995, incorporated by reference.

19 City of Nashua Ordinance O-03-219 (Amended) Approved November 14, 2003
20 Fully Executed City of Nashua Purchase Order

B. The documents listed in paragraph 8.01.A are attached to this Agreement (except as expressly noted
otherwise above).

C. There are no Contract Documents other than those listed above in this Article 8.

D. The Contract Documents may only be amended, modified or supplemented as provided in paragraph
3.04 of the General Conditions.

ARTICLE 9 - MISCELLANEOUS
9.01 Terms

A. Terms used in this will have the meanings indicated in the General Conditions.
9.02. Assignment of Contract

A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on
another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation,
moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent
that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the
Contract Documents.

9.03 Successors and Assigns

A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all
covenants, agreements, and obligations contained in the Contract Documents.

9.04 Severability

A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or
Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER
and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or
part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the
stricken provision.

9.05 Choice of Law and Venue

A. This Agreement shall be goverened 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
refereable in anyway thereto shall be brought in Hillsborough County (New Hampshire) Superior Court
Southern Judicial District or in the New Hampshire 9" Circuit Court — Nashua and not elsewhere.

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Address for giving notices to OWNER: Address for giving notices to CONTRACTOR:

Division of Community Development
Sarah Marchant, AICP D.L King & Associates, LLC
229 Main Street
P.O. Box 2019
Nashua, NH 03061

IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One counterpart
each has been delivered to OWNER, CONTRACTOR and ENGINEER. All portions of the Contract Documents have
been signed, initialed or identified by OWNER and CONTRACTOR or identified by ENGINEER on their behalf.

CITY OF NASHUA —- OWNER

James Donchess, Mayor City of Nashua

Date:

CONTRACTOR: D.L. KING & ASSOCIATES, INC

By:

(Authorized Representative)

Print Name:

Date:

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City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

May 12, 2021
Memo #21-120

TO: Mayor Donchess
Finance Committee

SUBJECT: Cleaning Services in the amount of $46,800 funded from accounts 54200 Janitorial
Services

Please see attached communications from Camille Pattison, Transportation Manager, dated May 3, 2021
for project specific details related to this purchase. Below please find a summary of the purchase approval
request:

Item: Cleaning Services for the Nashua Transit Center and the Transit Administration
Building

Value: $15,600 per year for a 3 year contract term to total $46,800

Vendor: Bill’s World Class Cleaning Service Inc

Department: 186 Transportation
Source Fund: 54200 Janitorial Services

Ordinance: 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.

A competitive bidding RFP for this project was issued on 4/7/2021 and the following bids were received:

Vendor Location Amount Note
Bill’s World Class Cleaning North Hampton NH | $15,600/year
Pro City Cleaning Manchester NH $21,312/year

We recommend this bid to be awarded to the lowest total cost vendor who met the RFP specified
requirements.

The Community Development Division: Transportation Department, and the Purchasing Department
respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: C Pattison
J Graziano

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: May 12, 2021

Re: Multi-Year Contract Award — Nashua Transit Center & Transit Administration Building
Cleaning

Pursuant to NRO: § 5-74/B: A contract that extends from the current fiscal year into succeeding

fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the

City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the May 19, 2021 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: Cleaning Services for the Nashua Transit Center and the Nashua
Transit Administration Building
Value: $15,600 per year for 3 years for a contract total of $46,800
Vendor: Bill’s World Class Cleaning Service
Purchasing Memo#: 21-120 dated May 12, 2021
Contract Term: July 1, 2021 through June 30, 2024
Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www. NashuaNH.gov

. Community Development 589-3095
City of Nashua Planning and Zoning 589-3090

. soe Building Safety 589-3080
Community Development Division Code Enforcement 589-3100
City Hall, 229 Main Street, PO Box 2019 Cee egratns mission ebeaine
Nashua, New Hampshire 03061-2019 Transportation 880-0100
www.nashuanh.gov FAX 589-3119

Date: May 3, 2021

To: Jim Donchess, Mayor
From: Camille Pattison, Transit Administrator

Re: Finance Committee —Nashua Transit System Cleaning Services

On April 5, 2021 the City of Nashua released an IFB for the Transit Center and Administrative
Building Cleaning Aervices.

On April 30, 2021 two submittals were received. One bid from Pro City Services for $1,768 per
month and the second bid from Bill’s World Class Cleaning Services for $1,300 per month.

NTS has determined that competition was adequate and that Bill’s World Class Cleaning, a current
NTS vendor, is a responsible and responsive bidder.

City of Nashua
Independent Contractor Agreement

This agreement is made as of July 1, 2021 between the City of Nashua, a municipal
corporation, with an address of Nashua Transit System, 11 Riverside Street Nashua,
NH 03062 (UCity"), and Bill's World Class Cleaning Service, Inc., a New Hampshire
corporation, with an address of 63 Post Road, North Hampton, NH 03862 ("Contractor").
The City and Contractor (collectively referred to as the "Parties") hereby enter into this
Independent Contractor Agreement (‘Agreement") under the terms and conditions set
forth below.

1. PURPOSE

The City desires to enter into this agreement with Contractor for cleaning of the Nashua
Transit Center located at 30 Elm Street Nashua, NH 03061 ("Premises") six (6) times per
week and cleaning of the Nashua Transit Administration Building located at 11 Riverside
Street, Nashua, NH 03062 (“Premises”) three (3) times per week.

2. TERM

This Agreement is in effect from July 1, 2021 to June 30, 2024 unless earlier terminated
pursuant to this Agreement.

Contractor shall begin performance of the Services upon receipt of an Executed Contract
and_a valid Purchase Order issued from the City of Nashua.

3. SCOPE OF SERVICES

The Contractor agrees to perform all the services for the City at the Premises as described
in Exhibit A attached hereto and incorporated herein by reference (the "Services").

Except as otherwise provided in this contract, Contractor shall furnish all personnel,
equipment, supplies and materials and shall perform all operations necessary and
required to carry out and perform the Services in accordance with the terms and
conditions of this Agreement.

4. PAYMENT FOR SERVICES

1. The City shall pay the contractor at the rate of $1,300 per month. Payment shall
be prorated at a rate of $ 300. per week for any partial month {for a maximum of
$1,300.per month).

2. Contractor shall send monthly invoices to the City of Nashua, Accounts Payable
Department, 229 Main Street, Nashua, NH 03060 for review and approval for
payment.

3. The total amount of this three year contract shall not exceed $46,800.

4. The Contractor agrees to provide the City with written invoices for the Services
performed on a monthly basis, no later than fifteen (15) days after the end of each
month.

5. The City will pay for work satisfactorily completed by Contractor. The City will pay
Contractor within thirty (30) days of approval by the City of the submitted invoice.

The City will make no payments until the invoice has been submitted and
approved. The City does not pay interest or late fees.

5. INSURANCE COVERAGE

Contractor 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;

¢« And Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Contractor 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 Contractor are intended to and shall not in any
manner limit or qualify the liabilities and obligations assumed by Contractor under this
contract. The City of Nashua shall not maintain any insurance on behalf of

Contractor. Subcontractors are subject to the same insurance requirements as
Contractor and it shall be the Contractor's responsibility to ensure compliance of this
requirement.

The parties agree that Contractor shall have the status of and shall perform all work under
this contract as an independent contractor, maintaining control over all its consultants,
sub consultants, contractors, or subcontractors. The only contractual relationship created
by this contract is between the City and Contractor, and nothing in this contract shall
create any contractual relationship between the City and Contractor's consultants, sub
consultants, contractors, or subcontractors. The parties also agree that Contractor is not
a City employee and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

(3) Participation in group insurance plans which may be available to employees of the
City;

(4) Participation or contributions by either the independent contractor or the City to the
public employee's retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City;

(6) Unemployment compensation coverage provided by the City.

Contractor 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, Employers' Liability and Auto Liability policies must name the City of Nashua
as_an additional insured and reflect on the certificate of insurance. Contractor is

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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, Contractor 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 Contractor of its
responsibilities or limit the amount of its liability to the City or other persons, and
Contractor 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.

¢ Contractor 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 Contractor or
anyone employed, directed, or supervised by Contractor.

6. STANDARD OF CARE

Contractor shall be responsible for the quality, timely completion, and coordination of all
Services performed under this Agreement. Contractor warrants that all Services shall be
performed with the degree of professional skill, care, diligence, and sound practices and
judgment that are normally exercised by recognized professional firms with respect to
services of a similar nature. It shall be the duty of Contractor to assure at its own expense
that the Services are performed in conformance with all applicable federal, state, and
local laws, statutes, regulations, ordinances, orders, or other requirements.

In addition to all other rights which the City may have, Contractor shall, at its own expense
and without additional compensation, re-perform Services to correct or revise any
deficiencies, omissions, or errors in the performance of the Services or which result from
Contractor's failure to perform in accordance with this standard of care. Any approval by
the City of any products furnished or used by Contractor shall not in any way relieve
Contractor of its responsibilities hereunder. City review, approval, or acceptance of, or
payment for any of Contractor's work under this Agreement shall not operate as a waiver
of any of the City's rights or causes of action under this Agreement, and Contractor shall
be and remain liable in accordance with the terms of the Agreement and applicable law.

7. INDEPENDENT CONTRACTOR

The Contractor agrees that he, she or it is completely independent from the City and is
not an employee of the City. The Contractor warrants that he, she or it may work for
other individuals and entities. The City shall not supervise or directly control the work of
the Contractor. The City does reserve the right to inspect the work being performed and
to determine whether it is being performed in an appropriate manner. The Contractor
shall have the ultimate authority to determine the hours of work, the length of workdays,
the means and methods of performance of the work, and the City shall not interfere in
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