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CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Dan Kooken

City of Nashua Purchasing Manager
229 Main Street

Nashua, NH 03061

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.

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City of Nashua, NH ¢ signature)

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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
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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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 al! work under this contract as a Independent Contractor,
maintaining contro! over ail its consultants, sub consultants, contractors, or subcontractors. The
ouly 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 alf 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
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 fo be incompetent, dishonest, or uncooperative.

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e THE
e Ss ir ° SCIENCE
i
WHERE™

Environmental Systems Research Institute, Inc.
380 New York St

Redlands, CA 92373-8100

Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Code: 0AMS3

To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 7/5/2022 To: 10/3/2022

Material Qty
159168 1

Quotation # Q-427430

Date: July 5, 2022

Customer # 152266 Contract # ENTERPRISE
AGREEMENT

City of Nashua

GIS Department

229 Main St

Nashua, NH 03060-2938

ATTENTION: Pamela Andruskevich

PHONE: 603-589-3040 x3055

EMAIL: pamelaa@nashuanh.gov
Unit Price Total
$1,000.00 $1,000.00

ArcGIS Hub Premium Additional 1000 ArcGIS Online Community Creator Term License, Year 2

159168 1

$1,000.00 $1,000.00

ArcGIS Hub Premium Additional 1000 ArcGIS Online Community Creator Term License, Year 3

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

lFor questions contact:
Carl Nylen

cnylen@esri.com

Phone:
(909) 793-2853 x8449

The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document
found at https://assets.esri.com/content/dam/esrisites/media/legal/product-speci…, and your applicable signed agreement

with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your
purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required
to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided
and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide
any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government
prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and
conditions found at https:/Avww.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms
of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is
limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer,
or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released
other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any
other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

NYLENC This offer is limited to the terms and conditions incorporated and attached herein.

4. CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. {f 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, cither 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 shalt 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.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personne] 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 to
City of Nashua records in a reasonable time and manner and to schedule items that require action
by the Risk Department and Finance Committee in a timely manner. The City of Nashua and
Independent Contractor also agree io attend all mectings 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 GF 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 Contracter. All future questions Independent Contractor may have concerning
interpretation or clarification of this contract shail 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
fer Independent Contractor's question or position. The City of Nashua representative shall render

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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 ar
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,

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 netice.

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 shal! 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 faiis 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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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 tc 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 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 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 aflempt 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 an 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

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as described above within 30 days, the parties may request that the dispute be submitted to the
Risk Department for resolution. If the parties are dissatisfied with the decision of the Risk
Department, 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 accept 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
ageregate;
» $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$ 100,006.

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 within ten
calendar days after the City of Nashua issues the notice of award. The City of Nashua requires
thirty days written notice of cancellation or material change in coverage. The certificates and
endorsements for each insurance policy must be signed by a person authorized by the insurer and
who is licensed by the State of New Hampshire. General Liability 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) af
insurance.

> If agerepate 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 | imsurance.

> The specified insurance requirements do not relieve Independent Contractor of its
responsibilities or mit the amount of its liability to the City of Nashua or other
persons, and Independent Contractor is encouraged to purchase such additional
insurance, as tt 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.

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THE CITY OF NASHUA “The Gate City’

Administrative Services

Purchasing Department

August 29, 2019
Memo #20-022

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: 2019 PAVING PROGRAM ~ LOCAL AND COLLECTOR ROADWAYS — CHANGE
ORDER #1 (VALUE: $300,000)
DEPARTMENT: 161 STREETS; FUND: BOND
DEPARTMENT: 169 WASTEWATER; FUND: WASTEWATER

Please see the attached communication from Stephen Dookran, P.E., City Engineer, dated August 22,
2019 for information related to this contract.

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 City Engineer, Board of Public Works (August 22, 2019 BPW meeting) and the Purchasing

Department recommend this Change Order #1 in an amount of $300,000 to Sunshine Paving
Corporation of Hudson, NH.

Respectfully,

_ Dan Kooken

Purchasing Manager

Cc: S Dookran | Fauteux

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

T.

oO

From:

Re:

r, Motion:

Attachments:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: August 22, 2019

Stephen Dookran, P.E., City Engincer
Engineering Department

2019 Paving Program — Local and Collector Roadways
Change Order No. |

To approve a change order with Sunshine Paving Corporation of Hudson, NH for
the amount not to exceed $300,000 for the paving of additional roadways.
Funding will be through: Departrnent: 161 Street; Fund: Bond: Activity: Paving;
and Department: 169 Wastewater, Fund: Wastewater; Activity: Sewer Structures

Paving Program - Local and Collector Roadways Change Order No. |
Proposed Street List

Sunshine Paving Corporation has executed a significant portion of their contract
and is ahead of schedule and under budget. The work that has been completed has
been satisfactory and has met the specifications.

Streets in the 2018 Paving Program contract were deferred due to utility conflicts.
Sunshine has the availability and desire to pave additional streets and has
committed to holding the contract unit prices. Using the remaining money in their
contract and the $300,000 provided in this Change Order 1, approximately 2.6
miles of additional roadways that were deferred in 2018 can be paved. A complete
list of deferred streets is attached.