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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 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or ‘suspension at will, Independent
Contractor shall:

1. Immediately discontinue work on the:date and,to the extent specified in the notice.
Place no further orders or subcontracts for materials, services, or facilities, other than as
may be necessary or required for completieg) 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 itt the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice fom the ay of Nashua to resume performance.

In the event of a sexuiinationt } bandonment, 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 list of all unperformed services.

GC 4 of 10

CMS
Month

November 2014
October 2014
September 2014
August 2014
July 2014

June 2014

May 2014

April 2014
March 2014
February 2014
January 2014
December 2013
November 2013
October 2013
September 2013
August 2013
July 2013

June 2013

May 2013

April 2013
March 2013
February 2013
January 2013
December 2012
November 2012
October 2012
September 2012
August 2012
July 2012

June 2012

May 2012

April 2012

Tuesday, July 26, 2022

iPDweb
Month

December 2014
November 2014
October 2014
September 2014
August 2014
July 2014

June 2014

May 2014

April 2014
March 2014
February 2014
January 2014
December 2013
November 2013
October 2013
September 2013
August 2013
July 2013

June 2013

May 2013

April 2013
March 2013
February 2013
January 2013
December 2012
November 2012
October 2012
September 2012
August 2012
July 2012

June 2012

May 2012

Diesel Price

$2.9499
$2.9803
$3.2329
$3.3325
$3.3730
$3.4684
$3.4359
$3.4829
$3.4954
$3.6915
$3.4838
$3.4515
$3.4079
$3.4957
$3.5662
$3.4903
$3.4835
$3.4051
$3.3530
$3.3760
$3.5301
$3.8410
$3.6091
$3.5900
$3.7290
$3.8702
$3.8174
$3.6760
$3.4139
$3.2578
$3.5431

$3.8043

Asphalt Price

$620.00
$630.00
$630.00
$627.50
$620.00
$610.00
$625.00
$625.00
$640.00
$640.00
$640.00
$622.50
$622.50
$622.50
$622.50
$617.50
$622.50
$622.50
$622.50
$622.50
$622.50
$622.50
$622.50
$607.50
$607.50
$607.50
$607.50
$625.00
$625.00
$637.50
$645.00

$647.50

Page 4 of 9

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 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 performanice.

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 shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work. Any
such payment may be adjusted to the extent of any additional costs occasioned to the City 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 F OR 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 Independent Contractor
Representative. 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 or direction of the City of Nashua. If the parties are unable to resolve their dispute

GC 5 of 10

10.

ll.

as described above within 30 days, the parties may request that the dispute be submitted to the
Board of Public Works for resolution. If the parties are dissatisfied with the decision of the Board
of Public Works, 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.

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 accepi in full satisfaction of such hindrances and delays any extension of time that the
City of Nashua may provide.

INSURANCE Independent 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;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability; ao
> and Workers' Compensation Coverage in compliance. with the State of New
Hampshire statutes, $100,000/$500, 000/$100, 000. =

The insurance shall cover all operations invol Wing fireworks and any vehicles used for the
transportation or storage of fireworks, bodily inquiry liability and property hability and reflect
such on the certificate of insurance, The. insurance shall also proyide protection for
underground property damage resulting from fireworks er explosion.

Independent Contractor shall, #faintain 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 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.

GC 6 of 10

12.

13.

14.

15.

> 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 Professional
Engineer.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent
Contractor agrees to indemnify and shall defend 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 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, defense 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 harmlgss.

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 a 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 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
monthly invoice forms and progress reports.

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 shall, throughout the period services are to be performed under this contract, monitor
for any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
shall promptly notify the City of Nashua in writing of any changes to the same relating to or
affecting this contract, and shall submit detailed documentation of any effect of the change in
terms of both time and cost of performing the contract.

GC 7 of 10

16.

17,

18.

19.

20.

21.

22.

23.

ENDORSEMENT Independent Contractor shail seai 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 shall not be deemed
to be a consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and
written amendments or modifications. Subject to the foregoing provisions, the contract inures to
the benefit of, and is binding upon, the successors and assigns of the parties.

CITY INSPECTION AND ACCEPTANCE Inspection and acceptance will be at destination unless
otherwise provided, until delivery and acceptance and after any rejections, risk of loss will be on
the contractor unless loss results from negligence of the City of Nashua. Notwithstanding the
requirements for any city inspection and test contained in specifications applicable to this
contract, except where specialized inspections or tests are’specified for performance solely by the
city, the contractor shall perform the inspections and tests required to substantiate that the
supplies and services provided under the contract conform to the drawings, specifications and
contract requirements listed herein, including, if applicable, the technical requirements for the
manufacturers part numbers specified herein.

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 i 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 If Federal, State, or Local tax is applicable, it must be separately stated and excluded
from the price of the article. The City of Nashua as a governmental agency is exempt from the
payment of said tax and will issue an exemption number or certificate if required.

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

GC 8 of 10

24,

25.

26.

27.

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 liable 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 Cofitractor to any officer or employee of the City of
Nashua with a view toward securing a contract or secuting 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 determinés that-such gratuities were or offered or given, it may
terminate the contract at will or for cause in n accordance with paragraph 8.

The rights and remedies of this: section shall no way be considered for be construed as a waiver
of any other rights or remedies availae 2 to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND GiABILITIFS 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 In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other provision,
the contract shall be construed as if such invalid or unenforceable provisions were omitted, and
the parties 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.

GC 9 of 10

28. 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.

GC 10 of 10

EXHIBIT B

BID SUMMARY SHEET
IFB0410-070816

Title: FIREWORKS DISPLAY, INDEPENDENCE DAY CELEBRATION 2016
Public Works Division, Parks and Recreation Department, Nashua, NH

18,000.00

Net cost of the proposed show: $__ 14,500.00
Total estimated time of show: _ 35 minutes.

Average lapsed time between shots: _ 2-3 seconds.

18,000.00
Cost of 2017 Show - 2,500.00 Less Discount

Net cost of the proposed show: $_ 15,500.00
Total estimated time of show: _ 35 minutes.

Average lapsed time between shots: __ 2-3 seconds

18,000.00
Cost of 2018 Show - 1,500.00 Less Discount

Net cost of the proposed show: 3_ 16,500.00

Total estimated time of show: 35 minutes.

Average lapsed time between shots: __ 2-3 seconds
; . 18,000.00
Optional 2019 Fireworks Display: - 500.00 Less Discount

Net cost of the proposed show: $_ 17,500.00 (must be less a discounted price to be considered)

*Pursuant to NRO, Section 2-258 (c), failure to complete this page will invalidate your submission.

Exceptions to specifications where non-compliant:
None

NAME AND ADDRESS: Atlas PyroVision Entertainment Group, Inc.
136 Old Sharon Road /PO Box 498

Jaffrey, New Hampshire 03452
PHONE: 603-532-8324 FAX: 603-532-4530

e-mail: _sarah@atlaspyro.com

a

anak C Gono ner\ pate 1/4/2016
(Authorized Signature)

Sarah Pelkey-Bergeron, President
(Typed/Printed Name and Title)

Note: If you choose to not submit a bid, please complete vendor information above, provide a summary of the
reason(s) you are not bidding, and return this page to Central Purchasing at FAX 603-589-3344. Thank you.