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THE CITY OF NASHUA the Cate Cty’

Fananetal Services

Purchasing Department

September 23, 2019
Memo #20-033

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: NPD HVAC REPAIRS SYSTEM UPGRADES — PROFESSIONAL MEP ENGINEERING
SERVICES (VALUE: $217,500)
DEPARTMENT: 150 POLICE; FUND: CAPITAL IMPROVEMENT

Please see attached communications from Karen A. Smith, Business Manager dated September 23,
2019 for the information related to this purchase.

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.

The Nashua Police Department and the Purchasing Department recommend the award of this contract in
the amount of $217,500 to Yeaton Associates, Inc. of Bedford, NH.

Respecifully,
ta
an Kooken
Purchasing Manager

Co: K Smith M Carignan

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

CRANE AND HOIST »™
CRANE BUILDERS, INSTALLERS AND TECHNICIANS

July 8, 2022 Quote # 33915

City of Nashua NWTF
2 Sawmill Road
Nashua, NH 03060

Attention: Noelle Osborne
Re: Fall Protection

Dear Noelle,

We have put together the following proposal for your review. Specifications follow:

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(1) Gorbel Road Ranger Fall Protection Unit

Unit for use with (1) worker.
Towable to 65 M.P.H.

Gorbel model Ranger-H-1P-22-B.
Delivery and setup/demo included.

Total cost for Material and Delivery.......... $46,202.00

Prices less taxes.

Delivery: 4-6 weeks ARO.

Terms: Net 30

Pricing is firm for 30 days.

Credit card orders will add 6% to the sale price.
Permits if required will be an additional cost.

Notes/Clarifications:

¢

¢--¢-¢ ¢

500-1 Potash Hill Road, Tyngsboro, MA 01879 e TELEPHONE 800-909-2299 e www.masscrane.com

All painting will be standard oil-based paint for Mass Crane built structural steel systems unless otherwise
stated. Mass Crane built runway and bridge steel will be sandblasted prior to painting.

All paint for Gorbel type workstation cranes will be water-based paint unless otherwise stated

Epoxy and non-standard paint can be supplied for an additional cost.

Floor mounted disconnect and power to crane per NEC requirements by others

Mass Crane will provide its standard insurance certificate. If special requirements are needed, then Mass
Crane's insurance agent will review and advise.

Spare parts are not included unless otherwise stated.

1 Year parts and labor warranty included on factory defects

PE Stamp can be provided for a cost on a per job basis

If a training class is required as part of the scope our standard training class that has been created and
accepted by the state of MA will be the class that is presented. The training class, outline, handouts, quiz,
etc. cannot be modified on a per job basis.

(1) standard factory O&M manuals will be provided. If more than (1) copies are required or if additional

NASHUA POLICE
Date: 23 September 2019

intradepartmental Communication

To: Dan Kooken, Purchasing Manager
From: Karen Smith, NPD Business Manager

Subject: NPD HVAC Engineer Services

The Nashua Police Department solicited proposals (RFP0292-0731 19) from professional
architectural/engineering consultants for services to assist with design and engineering of HVAC system
upgrades and repairs based upon HVAC Assessments performed by SRMT and Cary’s Small Arms
Range Ventilation. The project includes review of existing condition and HVAC system recommendations.
The goal of this project includes meeting current and future cooling needs at NPD. Develop a plan for a
cost effective upgrade of the entire HVAC system at NPD and meet current and future energy needs.

The Engineering scope of service includes: Architectural Drafting, Schematic Design, Design
Development, Contract Documents, Bid Questions and Construction Administration. A copy of the
proposat has been provided.

The Nashua Police Department recommends the purchase to the sole bidder Yeaton Associates, Inc. in

the amount of $217,500 for Engineering Services as quoted for the NPD HVAC Repairs and System
Upgrades. Funding is available in the NPD HVAC Capital Project account.

Sincerely,

pont Yi

Karen Smith
Business Manager

CONTRACT FOR INDEPENDENT CONTRACTOR

TITLE

A CONTRACT BETWEEN

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

Yeaton Associates, Inc.

NAME AND TITLE OF INDEPENDENT CONTRACTOR

40 SOUTH RIVER ROAD #35, BEDFORD, NH 63110

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--Scope of Services, Contract Time, Fee Schedule

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.

2. SERVICES 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 design
professional services described.

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3. PERLOD OF PERFORMANCE. Independent Contractor shall perform and complete all services / work by
16 weeks after Notice to Praceed. The project completion deadline 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. Extension for hidden conditions and delays by other parties shall not unreasonably be
withheld. 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
Two hundred and seventeen thousand five hundred Dollars ($217,500.00 )

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 monthly requests for payment for services performed under this agreement
directly ta:

> 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 electronicalty 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.

Applications for Payment shall be submitted no later than fifteen (15) days after the end of each month.
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 upon the date of execution

by the City of Nashua. It shall become effective upon the City of Nashua’s issuance of a valid Purchase
Order.

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:

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CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

David Bailey

Nashua Police Department

28 Officer James Roche Drive
Nashua, NH

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 af Nashua, NH (signature) (signature)

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

Date Date

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he

i

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONFRACTOR 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
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
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

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Int

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 ail work under this contract as an Independent Contractor,
maintaining control aver 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 services performed by the
Independent Contractor and those working on its behalf under this contract. Independent
Contractor agrees that all services / work shall be performed within the degree of reasonable
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional engineering finns with respect to services of a similar nature. It shall
be the duty of Independent Contractor to assure at its own expense that all services 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 services to correct or revise any deficiencies, omissions, or errors in the professional
design services or the product of the services / work, or which results from the Independent
Contractor's failure to perform in accordance with the applicable 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 services / 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 services /

work under this contract. The City of Nashua reserves the right to approve key personnel
assigned by Independent Contractor to perform work under this contract. Approved key
personne! 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.

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4, 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.

5. 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 services /
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.

6. 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 te 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 to
City of Nashua records in a reasonable time and manner and to schedule items that require action
by the Board of Police Commissioners 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.

7, DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Independent Contractor agrees 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

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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 services / 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 ali 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 ail 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.

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. Provide City with a schedule of all outstanding orders and subcontractor

agreements and assign or revoke each as directed by City.

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 shali
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.

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