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June 23, 2022

To: John Griffin, CFO
From: Jennifer McCormack, Director
RE: Landscaping for the Nashua Public Library IFB 0592-052722

Mr. Griffin:

The library is interested in hiring a professional landscaping firm to take over regular
maintenance of the library plaza and grounds; in the past our maintenance supervisor had this
responsibility but that person does not have sufficient time or equipment to properly maintain

an area of that size.

An invitation for bids (IFB 0592-052722) was sent to 6 vendors and posted on the city’s website
on May 10, 2022. Bids were received from 2 companies, a summary of which is attached to this
memo. Weare recommending that the 2 year contract be awarded to Greener Tomorrow in
the amount of $13,000 ($6,500 per year). This purchase will be paid for from the library's
regular budget 79.1.720 54280 Buildings/Grounds maintenance.

Sincerely,

Jennifer McCormack, Library Director

2 Court Street | Nashua, NH 03060 | 603.589.4600 | www.nashualibrary.org

Doty Group Greene
Item # Qty Units Item Description Unit Price Total Price| Unit Price

90 Spring Cleanup $75.00 $6,750.00
30 Mulch $150.00 $4,500.00
7 Seasonal Lawn Maintenance $2,000.00 $14,000.00
1 Fall Cleanup $0.00
1 Brush & Shrub Pruning $0.00

$0.00

$0.00

Total Bid Price

$25,250.00

Tomorrow

Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price
$1,500.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$2,500.00 $0.00 $0.00 $0.00
$1,500.00 $0.00 $0.00 $0.00
$1,000.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$6,500.00 $0.00 $0.00 $0.00

CONTRACT FOR INDEPENDENT CONTRACTOR

TITLE

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060
AND

Greener Tomorrow its successors, transferees and assignees (together “Independent Contractor’)

NAME AND TITLE OF INDEPENDENT CONTRACTOR

64 Bates Rd. Merrimack, NH 03054

ADDRESS OF INDEPENDENT CONTRACTOR

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of an Independent Contractor ; and

WHEREAS, it is deemed that the services of an Independent Contractor herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Independent Contractor represents they are duly qualified, equipped, staffed, ready,
willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and
are made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B--

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents
which are not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the
written change order or the fully executed City of Nashua Purchase Order shall control over the terms of
the Proposal.

AG 1 of 3

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Independent Contractor shall
furnish all services, equipment, and materials and shall perform all operations necessary and required to
carry out and perform in accordance with the terms and conditions of the contract the work described.

DESCRIPTION OF WORK: Spring and fall cleanup and weekly maintenance of the grounds of the
Nashua Public Library at 2 Court St., Nashua as described in IFB 0592-052722

3. PERIOD OF PERFORMANCE. Independent Contractor shall perform and complete all work over a 2 year
period beginning on July 1, 2022 which date shall only be altered by mutually approved written
agreement to extend the period of performance or by termination in accordance with the terms of the
contract. Independent Contractor shall begin performance upon receipt of an Executed Contract and a
valid Purchase Order issued from the City of Nashua.

4. COMPENSATION. Independent Contractor agrees to perform the work for a total cost not to exceed

Six thousand five hundred DOLLARS per year

The Contract Sum shall include all items and services necessary for the proper execution and completion
of the Work.

Unless Independent Contractor has received a written exemption from the City of Nashua, Independent
Contractor shall submit an itemized Application for Payment for operations completed in accordance
with the values stated in the Agreement. Such applications shall be supported by such data substantiating
the Independent Contractor’s right to payment as the City of Nashua may reasonably require.
Independent Contractor shall submit requests for payment for services performed under this agreement
directly to:

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 City of Nashua requires
that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

AG 2 of 3

The City of Nashua will pay for work satisfactorily completed and accurately invoiced by Independent
Contractor within thirty (30) days from the time of approval by the City of Nashua.

5, EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until the date of execution
by the City of Nashua.

6. NoTIces. All notices, requests, or approvals required or permitted to be given under this contract
shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage
prepaid, and registered or certified, and shall be addressed to:

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the
mail. The City of Nashua or Independent Contractor may change the address or representative by giving
written notice to the other party.

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

City of Nashua, NH (signature) (signature)

Mayor James Donchess
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 3 of 3

SAWS YY DO

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONTRACTOR STATUS

STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE

CHANGES TO SCOPE OF WORK

CITy OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
Ciry INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, ANDPATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LAW AND VENUE

GC 1 of 13

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1.

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Independent Contractor’, and its
successors, transferees and assignees (together “Independent Contractor”) includes any of the
Independent Contractor's consultants, sub consultants, contractors, and subcontractors

INDEPENDENT CONTRACTOR STATUS The parties agree that Independent 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 of Nashua and
Independent Contractor, and nothing in this contract shall create any contractual relationship
between the City of Nashua and Independent Contractor's consultants, sub consultants, contractors,
or subcontractors. The parties also agree that Independent Contractor is not a City of Nashua
employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

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

(4) Participation or contributions by either the Independent Contractor or the City of
Nashua to the public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Independent Contractor shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Independent Contractor warrants that all work 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 Independent Contractor to assure at its own expense that all work is technically sound and 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 of Nashua may have,
Independent Contractor shall, at its own expense and without additional compensation, re- perform
work to correct or revise any deficiencies, omissions, or errors in the work or the product
of the work or which result from Independent Contractor's failure to perform in accordance with
this standard of care. Any approval by the City of Nashua of any products or services furnished or
used by Independent Contractor shall not in any way relieve Independent Contractor of the
responsibility for professional and technical accuracy and adequacy of its work. City of Nashua
review, approval, or acceptance of, or payment for any of Independent Contractor's work under
this contract shall not operate as a waiver of any of the City of Nashua's rights or causes of action
under this contract, and Independent Contractor shall be and remain liable in accordance with the
terms of the contract and applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel assigned by

GC 2 of 13

Independent Contractor to perform work under this contract. Approved key personnel shall not
be taken off of the project by Independent Contractor without the prior written approval of the City
of Nashua, except in the event of termination of employment. Independent Contractor shall, if
requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

CiTy OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by Independent
Contractor, and any other communication about the contract shall be addressed or be delivered
to the City of Nashua Representative.

CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be
performed, either increasing or decreasing the scope, character, or cost of Independent Contractor's
performance under the contract. Independent Contractor shall provide to the City of Nashua within
10 calendar days, a written proposal for accomplishing the change. The proposal for a change shall
provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks,
for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then
determine in writing if Independent Contractor should proceed with any or all of the proposed
change. If the change causes an increase or a decrease in Independent Contractor's cost or time
required for performance of the contract as a whole, an equitable adjustment shall be made and the
contract accordingly modified in writing. Any claim of Independent Contractor for adjustment
under this clause shall be asserted in writing within 30 days of the date the City of Nashua notified
Independent Contractor of the change.

When Independent Contractor seeks changes, Independent Contractor shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Independent Contractor should proceed with any or all of the proposed change.

Except as provided in this paragraph, Independent Contractor shall implement no change unless
the City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is critical
or public health and safety are of concern. Any verbal approval shall be confirmed in writing as
soon as practicable. Any change undertaken without prior City of Nashua approval shall not be
compensated and is, at the City of Nashua's election, sufficient reason for contract termination.

CiTy OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Independent Contractor in the performance of its work under this contract and that such
personnel will be available to Independent Contractor for consultation at reasonable times and after
being given sufficient advance notice that will prevent conflict with their other responsibilities.
The City of Nashua also agrees to provide Independent Contractor with access

GC 3 of 13

to City of Nashua records in a reasonable time and manner and to schedule items that require
action by the Board of Puble-WerksLibrary Trustees and Finance Committee in a timely manner.
The City of Nashua and Independent Contractor also agree to attend all meetings called by
the City of Nashua or Independent Contractor to discuss the work under the Contract, and that
Independent Contractor may elect to conduct and record such meetings and shall later distribute
prepared minutes of the meeting to the City of Nashua.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Independent Contractor warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing,
and has concluded that the City of Nashua's resolution of each matter is satisfactory to Independent
Contractor. All future questions Independent Contractor may have concerning interpretation or
clarification of this contract shall be submitted in writing to the City of Nashua within 10 calendar
days of their arising. The writing shall state clearly and in full detail the basis for Independent
Contractor's question or position. The City of Nashua representative shall render a decision
within 15 calendar days. The City of Nashua's decision on the matter is final. Any work affected
by a conflict, error, omission, or discrepancy which has been performed by Independent Contractor
prior to having received the City of Nashua's resolution shall be at Independent Contractor's risk
and expense. At all times, Independent Contractor shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or
determination of the City of Nashua. 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, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of
the project, it shall provide 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 will, Independent
Contractor shall:

—

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

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.

GC 4 of 13