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Finance Committee - Agenda - 5/5/2021 - P22

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
22
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__050520…

contract and maintain and complete work in accordance with the requirements of the contract or
determination of the City of Nashua. Independent Contractor is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole discretion,
shail have the right to terminate, abandon, or suspend ail 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
Independent Contractor 10 days’ 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 wiil, Independent Contractor 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 Nashua 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 of Nashua 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 of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Independent Contractor shall receive all
amounts due and not previously paid to Independent 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.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10 calendar
day’s written notice to Independent Contractor in the event of a failure by Independent 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 City of Nashua, to complete or make sufficient progress on the work in a timely and professional
manner. Independent Contractor shall be given an opportunity for consultation with the City of Nashua
prior to the effective date of the termination. Independent Contractor may terminate the contract on 10
calendar days written notice if, through no fault of Independent Contractor, the City of Nashua fails to pay
Independent Contractor for 45 days after the date of approval by the City of Nashua of any Application for
Payment.

Upon receipt of notice of termination for cause, Independent Contractor shall:

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

2. Provide the City of Nashua with a iist 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

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Finance Committee - Agenda - 5/5/2021 - P22

Finance Committee - Agenda - 5/5/2021 - P23

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
23
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__050520…

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 termination unless and until receipt of a
written notice from the City of Nashua to resume performance.

In the event of a termination for cause, Independent Contractor shall receive all amounts due and not
previously paid to Independent Contractor for work satisfactorily completed in accordance with the contract
prior to the date of the notice, less all previous payments. No amount shalt 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 of Nashua by reasons of Independent Contractor's
failure. Independent Contractor 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 Independent Contractor until
such time as the exact amount of damages due to the City of Nashua is determined. All claims for payment
by the Independent Contractor must be submitted to the City of Nashua within 30 days of the effective date
of the notice of termination.

If after termination for the failure of Independent Contractor 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 or make
sufficient progress on the work in a timely and professional manner, it is determined that Independent
Contractor had not so failed, the termination shall be deemed to have been a termination at will. In that
event, the City of Nashua shall, if necessary, make an adjustment in the compensation paid to Independent
Contractor such that Independent Contractor receives total compensation in the same amount as it would
have received in the event of a termination-at-will.

C. 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 Independent Contractor shall cease conducting business, the City of Nashua shall have the right to
solicit applications for employment from any employee of the Independent Contractor 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 Independent Contractor's principals, officers, employees, agents, subcontractors, consultants, vendors,
or suppliers are expressly recognized to be within Independent Contractor's control.

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
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 of Nashua. If the parties are unable to resolve their dispute as
described above within 30 days, if requested in writing by either the City of Nashua or the Professional
Engineer within 14 days after the 30 days described above , the parties shall attempt to resolve the dispute
by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice
basis. The mediator shall be appointed by agreement of the parties, which agreement shall not be
unreasonably withheld. If the parties cannot agree to a mediator within 30 days or the dispute cannot be
settled within a period of thirty (30) days with the mediator, the parties’ reserve the right to pursue any

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Finance Committee - Agenda - 5/5/2021 - P23

Finance Committee - Agenda - 5/5/2021 - P24

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
24
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__050520…

10.

11.

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.

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

INSURANCE Independent Contractor shail 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 ;

> Professional Liability insurance in the amount of $1,000,000; and

> Workers’ Compensation Coverage in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$100,000.

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

Independent Contractor will provide the City of Nashua with certificates of insurance for coverage as
listed below and endorsements affecting coverage required by the contract. 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. Independent Contractor 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, Independent 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 Independent Contractor of its responsibilities
or limit the amount of its liability to the City of Nashua or other persons, and Independent
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.

> Independent Contractor 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 Independent
Contractor or anyone employed, directed, or supervised by Independent Contractor.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent Contractor agrees

to indemnify 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

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Finance Committee - Agenda - 5/5/2021 - P24

Finance Committee - Agenda - 5/5/2021 - P25

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
25
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__050520…

13.

14.

15.

16.

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 Independent Contractor or of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this contract. Independent Contractor’s indemnity 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.

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 Independent Contractor 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
Independent Contractor 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 Independent Contractor. Independent
Contractor shall have no claim of any sort to the unexpended funds.

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

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, 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. Independent Contractor shail, 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 shali submit detailed documentation of any effect of the
change in terms of both time and cost of performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation, order, or
other requirement, Independent Contractor agrees to the following terms. Independent Contractor 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. Independent
Contractor 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, Independent Contractor's attention is directed to Title 41”Public
Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to Public Contracts”
Section 60 “Office of Federal Contract Compliance Programs, Equal Employment, Department of Labor”
which, by this reference, is incorporated in this contract.

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Finance Committee - Agenda - 5/5/2021 - P25

Finance Committee - Agenda - 5/5/2021 - P26

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
26
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__050520…

17.

18.

19.

20,

Independent Contractor 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
Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor 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.

Independent Contractor 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 Independent Contractor shali constitute a material breach of the contract.

ENDORSEMENT Independent Contractor shall seal and/or stamp and sign professional documents including
drawings, plans, maps, reports, specifications, and other instruments of service prepared by Independent
Contractor or under its direction as required under the laws of the State of New Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor 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 shali 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.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting procedures
and practices of Independent Contractor related to this contract shall be subject to inspection, examination
and audit by the City of Nashua, 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.

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 Independent Contractor in the
performance of its obligations under this contract shall be the exclusive property of the City of Nashua and
all such materials shall be remitted and delivered, at Independent Contractor's expense, by Independent
Contractor to the City of Nashua upon completion, termination, or cancellation of this contract.
Alternatively, if the City of Nashua provides its written approval to Independent Contractor, 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 Independent Contractor in the performance of its obligations under this contract must be retained
by Independent Contractor 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 of Nashua, in writing, requests any
or all of the materials, then Independent Contractor shall promptly remit and deliver the materials, at
Independent Contractor's expense, to the City of Nashua. Independent Contractor shall not use, willingly

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Finance Committee - Agenda - 5/5/2021 - P26

Finance Committee - Agenda - 5/5/2021 - P27

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
27
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__050520…

21.

22.

23.

allow or cause to have such materials used for any purpose other than the performance of Independent
Contractor's obligations under this contract without the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Independent Contractor (including
those remitted to the City of Nashua by Independent Contractor pursuant to paragraph 20), 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 Independent Contractor 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 Independent Contractor. The City
of Nashua shall have the right to reproduce any such materials.

independent Contractor 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 of Nashua or any of its officers or employees, in either their official or individual capacity
of the City of Nashua, for violations of or infringement of the copyright or patent laws of the United States
or of any other nation. Independent Contractor agrees to indemnify, to defend, and to hold harmless the
City of Nashua, 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 Independent Contractor infringes any copyright or that any
equipment, material, or process (or any part thereof) specified by Independent Contractor infringes any
patent.

Independent Contractor shalt 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
materiats, concepts, products, or processes shall meet all the requirements and be subject to all the terms
and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor shall notify
the City of Nashua in writing of the date of the completion of the work and request confirmation of the
completion from the City of Nashua. Upon receipt of the notice, the City of Nashua shall confirm to
Independent Contractor in writing that the whole of the work was completed on the date indicated in the
notice or provide Independent Contractor with a written list of work not completed. With respect to work
listed by the City of Nashua as incomplete, Independent Contractor shall promptly complete the work and
the final acceptance procedure shall be repeated. The date of final acceptance of a project by the City of
Nashua shall be the date upon which the Board of Public Works or other designated official accepts and
approves the notice of completion.

TAXES Independent Contractor 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. Independent
Contractor 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.

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Finance Committee - Agenda - 5/5/2021 - P27

Finance Committee - Agenda - 5/5/2021 - P28

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
28
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__050520…

24.

25.

26,

27,

28.

29.

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.

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.

PROHIBITED INTERESTS Independent Contractor 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. Independent
Contractor 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
Independent Contractor. If any such interest comes to the attention of Independent Contractor at any time,
a full and complete disclosure of the interest shall be immediately made in writing to the City of Nashua.
Independent 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. Independent Contractor further warrants that no person having such an
interest shall be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Independent Contractor (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 of Nashua may terminate
the contract at will or for cause in accordance with paragraph 8. Upon termination, Independent Contractor
shall refund to the City of Nashua any profits realized under this contract, and Independent Contractor shall
be Hable to the City of Nashua for any costs incurred by the City of Nashua in completing the work
described in this contract. At the discretion of the City of Nashua, these sanctions shall also be applicable
to any such conviction obtained after the expiration or completion of the contract.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Independent Contractor 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. If City of Nashua
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 of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent Contractor, 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 Independent Contractor.

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.

SEVERABILITY {n 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

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Finance Committee - Agenda - 5/5/2021 - P28

Finance Committee - Agenda - 5/5/2021 - P29

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
29
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__050520…

30.

31.

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.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire contract
between the City of Nashua and Independent Contractor. 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.

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 shail be brought in Hillsborough County (New
Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9th Circuit Court—Nashua
and not elsewhere.

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Finance Committee - Agenda - 5/5/2021 - P29

Finance Committee - Agenda - 5/5/2021 - P30

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
30
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EXHIBIT B
SCOPE OF SERVICES, CONTRACT TIME, FEE SCHEDULE
PROFESSIONAL CONTRACTORING SERVICES

Scope of Services:

As per plans included in Addendum #1 dated February 12, 2021; specifications included in Appendix A 0292-021121 HVAC
Upgrade Scope of work, “Table of Contents” dated December 18, 2020; Addendum #2 dated February 16, 2021; Addendum
#3 dated February 22, 2021; and Turnstone Corporation Proposal dated February 25, 2021.

Contract Timeline

Construction Start Date - 30 days from Official Contract Approval.

Substantial Completion — 12 Months from Construction Start Date.

Final Completion — 15 Months from Construction Start Date. (Due to the change from heating to cooling or vise
versa)

Fee Schedule

Refer to Turnstone Corporation proposal submitted February 25, 2021, specifically “Detailed Cost Proposal” dated
February 25, 2021 with accepted alternates noted in the “Scope Narrative.” Accepted Alternates include Deduct
for not providing 40 shovels and hardhats ($1,800.00), Deduct for not providing Building Code Manuals
($1,500.00) and Deduct for not providing a separate program manager field office and furnishings ($9,220.00).

Professional Contracting Services

Turnstone Corporation will provide services as defined in the plans included in Addendum #1 dated February 12, 2021; per
specifications included in Appendix A 0292-021121 HVAC Upgrade Scope of work, “Table of Contents” dated December
18, 2021 and as stated in the Turnstone Corporation proposal dated February 25, 2021 with accepted alternates as stated
above.

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Finance Committee - Agenda - 5/5/2021 - P30

Finance Committee - Agenda - 5/5/2021 - P31

By dnadmin on Mon, 11/07/2022 - 13:42
Document Date
Fri, 04/30/2021 - 10:18
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 05/05/2021 - 00:00
Page Number
31
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THE AMERICAN INSTITUTE OF ARCHITECTS

Premium Amount Based
on Final Contract Amount

Bond No. 0231676
AIA Document A312
Performance Bond

Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.

CONTRACTOR (Name and Address): SURETY (Name and Principle Place of Business):
TURNSTONE CORPORATION BERKLEY INSURANCE COMPANY
479 NASHUA STREET PO BOX 9010

MILFORD, NH 03055 WESTBROOK, ME 04098

OWNER (Name and Address):

CITY OF NASHUA, NH
229 MAIN STREET
NASHUA, NH 03060

CONSTRUCTION CONTRACT
Date: APRIL 8, 2021
Amount: THREE MILLION SIX HUNDRED ONE THOUSAND SEVEN HUNDRED SIXTY SEVEN AND 00/100
DOLLARS ($3,601 ,767.00)
Description (Name and Location):
NASHUA POLICE DEPARTMENT HVAC

BOND
Date (No earlier than Construction Contract Date): APRIL 8, 2021
Amount: THREE MILLION SIX HUNDRED ONE THOUSAND SEVEN HUNDRED SIXTY SEVEN AND 00/100

DOLLARS ($3,601 ,767.00)

Modifications to this Bond: [X] None [ ] See Page 3

CONTRACTOR AS PRINCIPAL SURETY

COMPANY: (Corporate Seal) COMPANY: (Corporate Seal}
TURNSTONE CORPORATION BERKLEY INSURANCE COMPANY

(Any additional @tgnatures appear on page 3)

FOR INFORMATION ONLY-Name, Address, and Telephone OWNER'S REPRESENTATIVE (Architect,
AGENT OR BROKER: or Engineer or other party):

FIAL INC. DBA CROSS INSURANCE-MANCHESTER

1100 ELM STREET

MANCHESTER, NH 03103

AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED., AIA 0 A 312-1984 1
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON D.C. 20006
THIRD PRINTING - MARCH 1987

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