Search

CONTRACT FOR PROFESSIONAL SERVICES

TAX CREDIT FINANCING PROFESSIONAL SERVICES

RFP0265-022018
A CONTRACT BETWEEN
THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

WILLIAM C. “NIEL” CANNON
PRINCIPAL & SOLE PROPRIETOR

NAME AND TITLE OF SERVICE PROVIDER

29 OLD BRISTOL ROAD, NEw HAMPTON, NH 03256
ADDRESS OF SERVICE PROVIDER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire,
from time to time requires the services of a Service Provider ; and

WHEREAS, it is deemed that the services of a Service Provider herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Service Provider 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 -- RFP0265-022018
Exhibit C — Proposal Responding to RFP0265-022018 with Scope of Work

The Contract represents the entire and integrated agreement between the patties and supersedes
ptior 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.

2, WORK TO BE PERFORMED Except as otherwise provided in this contract, Service Provider
shall furnish all services, equipment, and materials and shall perform all operations necessary

AG 1 of 3

and required fo carry out and perform in accordance with the terms and conditions of the contract
the work described.

3. PERIOD OF PERFORMANCE, Service Provider shall perform and complete all work with final
ans, documents and deliverables within one year of execution of this contract. The time
periods set forth may only be altered by the parties by a written agreement to extend the period
of performance or by termination in accordance with the terms of the contract. Service Provider

shall begin performance upon receipt of the signed contract,

As described in the scope of work attached hereto the city may opt to cancel this contract at its
sole discretion should adequate performance or production of work not meet the city’s

expectations.
4. COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed

($ 63,450.00)

Unless Service Provider has received a written exemption from the City, Service Provider shall
submit requests for payment for services performed under this agreement directly to:

City of Nashua

Attn: Accounts Payable
PO Box 2019

Nashua, NH 03061-2019

To facilitate the proper and timely payment of applications, the City of Nashua requires
that all invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each
month and must include a detailed summary of the expenditures reported in a form that supports
the approved budget. Specifically, Service Provider agrees to provide the following with each
request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order
number, a listing of personnel hours and billing rates, and other expenditures for which

payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a
description of the work accomplished, problems experienced, upcoming work, any extra
work carried out, and a schedule showing actual expenditures billed for the period,
cumulative total expenditures billed and paid to date under the contract, and a comparison
of cumulative total expenditures billed and paid to the approved budget.

The City will pay for work satisfactorily completed by Service Provider. The City will pay
Service Provider within 30 days of approval by the City of the submitted invoice forms and
progress reports. The City will make no payments until the invoice forms and progress reports
have been submitted and approved.

AG 2073

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless
approved 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:

CITY REPRESENTATIVE: REPRESENTATIVE:
Tim Cummings, Director Niel Cannon

Office of Economic Development 29 Old Bristol Road

City Hall PO Box: 2019 New Hampton, NH 03256
229 Main Street

Nashua, NH 03060

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 or Service Provider 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) consultant (signature)
Jim Douchess, Mayor
(Printed Name and Title) (Printed Name and Title)
Date Date

AG 3 of 3

City of Nashua, New Hampshire

Principal Employers

Current Vear and Nine Years Ago

Employer

Type of Business

BAE Systems"!

Southern New Hampshire Medical Center
Nashua School Distnct

St Joseph Hospital and Trauma Cente?”
City of Nashua

Oracle Corporation

US Post Office

Federal Aviation Admunistration
Amphenol

Benchmark Electronics

Total Poneipal Employers

Total City Employment

Data Source
Vanous Human Resources Departments

Notes

Aerospace/Electronics
Hospital

Schools

Hospial

City Goverment
Software

Postal Service

Aut Traffic Control
Backplane C s

Hi-tech manufaciuning

(1} Previously identified as Sanders, a Lockeed Martin Company

{2) Totals previously included Per Diem employees

{3} Previously idenufied as Teradyne Connection Systems Inc (TER)

2021 2012
Percentage of Percentage of
Total City Total City
Employee Rank Employment Empl Rank Employment
37H) 1 124% 2.860 | £79 %
2236 2 438 1,782 2 361
L751 i 34) 1,599 4 324
100 4 294 1,777 3 360
819 § 140 7 5 15?
TH8 6 148 57h 7 3.16
667 ? 131 468 9 0.95
461 3 O00 600 6 122
290 9 057 $36 £ 109
207 i O4) 342 10 0.69
12,389 434% VEAN2 22.91 %
100 49,370

NAM w

10.
11.
12.
13.
14,
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27,
28.

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS

SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’?
COMPENSATION COVERAGE

STANDARD OF CARE

CITY REPRESENTATIVE
CHANGES TO SCOPE OF WORK
Crry 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

FEDERAL SUBCONTRACTING REQUIREMENTS
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

GC 1 of 13

GC--3

GC-3
GC--4
GC-4
GC--4
GC--5

29,
30.

32.

SURVIVAL OF RIGHTS AND OBLIGATIONS

SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEM

CHOICE OF LAW AND VENUE

GC 2 of 13

GC--12
GC--12
GC--12
GC--13

GENERAL CONDITIONS

I. DEFINITIONS. Unless otherwise required by the context, "Service Provider” includes
any of the Service Provider's consultants, sub consultants, contractors, and subcontractors

2. SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Service Provider shall have the status
of and shall perform all work under this contract as a Service Provider, maintaining control over
all its consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this contract is between the City and Service Provider, and nothing in this
contract shall create any contractual relationship between the City and Service Provider's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that Service
Provider is not a City employee and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

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

(4) Participation or contributions by either the Service Provider or the City to the
public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City.

Service Provider agrees, if applicable and before commencing any work under the contract, to
complete and to provide the following written request to its insurer.

Niel Cannon, as a private consultant has entered into a contract with the City of
Nashua to perform work upon receipt of a Notice to Proceed to Final Completion and
requests that the Insurer provide to the City of Nashua 1) a certificate of coverage, and
2) notice of any lapse in coverage or nonpayment of coverage that the Service Provider
is required to maintain. The certificate and notice should be mailed to:

Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Service Provider does not maintain coverage
throughout the entire term of the contract, Service Provider agrees that City may, at any time the
coverage is not maintained by Service Provider, order the Service Provider to stop work, suspend
the contract, or terminate the contract. For each six-month period this contract is in effect,
Service Provider agrees, prior to the expiration of the six-month period, to provide another
written request to its insurer for the provision of a certificate and notice of lapse in or
nonpayment of coverage. If Service Provider does not make the request or does not provide the
certificate before the expiration of the six-month period, Service Provider agrees that City may
order the Service Provider to stop work, suspend the contract, or terminate the contract.

3. STANDARD OF CARE. Service Provider shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this

GC 3 of 13

contract. Service Provider 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 Service Provider 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 may have, Service
Provider shali, 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 Service Provider's failure to perform in accordance with this standard of care.
Any approval by the City of any products or services furnished or used by Service Provider shall
not in any way relieve Service Provider of the responsibility for professional and technical
accuracy and adequacy of its work. City review, approval, or acceptance of, or payment for any
of Service Provider's work under this contract shall not operate as a waiver of any of the City’s
Tights or causes of action under this contract, and Service Provider shall be and remain liable in
accordance with the terms of the contract and applicable law.

Service Provider shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Service Provider to
perform work under this contract. Approved key personnel shall not be taken off of the project
by Service Provider without the prior written approval of the City, except in the event of
termination of employment. Service Provider shall, if requested to do so by the City, remove
from the job any personnel whom the City determines to be incompetent, dishonest, or
uncooperative,

4, Crry REPRESENTATIVE. The City may desi gnate a City representative for this contract.
If designated, all notices, project materials, requests by Service Provider, and any other
communication about the contract shall be addressed or be delivered to the City Representative.

5. CHANGES TO SCOPE OF WORK. The City 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 Service Provider's
performance under the contract. Service Provider shall provide to the City 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 to be able to adequately analyze the proposal. The City will then determine in writing if
Service Provider should proceed with any or all of the proposed change. If the change causes an
increase or a decrease in Service Provider'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 Service Provider for adjustment under this clause shall be asserted in
writing within 30 days of the date the City notified Service Provider of the change,

When Service Provider seeks changes, Service Provider shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City 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 to be able to
adequately analyze the proposal. The City will then determine in writing if Service Provider
should proceed with any or all of the proposed change.

Except as provided in this paragraph, Service Provider shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this

GC 4 of 13

contract shall apply to all changes. The City may provide verbal approval of a change when the
City, 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 approval shall not be compensated and is, at the City's election,
sufficient reason for contract termination,

6. CITY COOPERATION. The City agrees that its personnel will cooperate with Service
Provider in the performance of its work under this contract and that such personnel will be
available to Service Provider for consultation at reasonable times and after being given sufficient
advance notice that will prevent conflict with their other responsibilities. The City also agrees to
provide Service Provider with access to City records in a reasonable time and manner and to
schedule items that require action by the Board of Public Works and Finance Committee in a
timely manner. The City and Service Provider also agree to attend all meetings called by the
City or Service Provider to discuss the work under the Contract, and that Service Provider may
elect to conduct and record such meetings and shall later distribute prepared minutes of the
meeting to the City.

vf DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
Service Provider warrants that it has examined all contract documents, has brought all conflicts,
errors, discrepancies, and ambiguities to the attention of the City in writing, and has concluded
that the City’s resolution of each matter is satisfactory to Service Provider. All future questions
Service Provider may have concerning interpretation or clarification of this contract shall be
submitted in writing to the City within 10 calendar days of their arising. The writing shall state
clearly and in full detail the basis for Service Provider's question or position. The City
representative shall render a decision within 15 calendar days. The City's decision on the matter
is final. Any work affected by a conflict, error, omission, or discrepancy which has been
performed by Service Provider prior to having received the City's resolution shall be at Service
Provider's risk and expense. At all times, Service Provider shall carry on the werk under this
contract and maintain and complete work in accordance with the requirements of the contract or
determination of the City. Service Provider is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.

8. TERMINATION OF CONTRACT

A, TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, 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 chooses to terminate, abandon, or suspend all or part of the project, it
shall provide Service Provider 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, Service Provider
shall:

Pod

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.

GC 5 of 13

3. Immediately make every reasonable effort to obtain cancellation upon terns
satisfactory to the City 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 any orders or subcontracis specified in the notice, and revoke
agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City to resume performance.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive
all amounts due and not previously paid to Service Provider 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 on 10
calendar day’s written notice to Service Provider in the event of a failure by Service Provider to
adhere to all the terms and conditions of the contract or for failure to satisfactorily, in the sole
opinion of the City, pursue the project or to complete work in a timely and professional manner.
Service Provider shall be given an opportunity for consultation with the City prior to the
effective date of the termination. Service Provider may terminate the contract on 10 calendar
days written notice if, through no fault of Service Provider, the City fails to pay Service Provider
for 30 days after the date of approval of any submitted invoice forms and progress reports.

In the event of a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider 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 by reasons
of Service Provider's failure. Service Provider shall not be relieved of liability to the City for
damages sustained from the failure, and the City may withhold any payment to the Service
Provider until such time as the exact amount of damages due to the City is determined. All
claims for payment by the Service Provider must be submitted to the City within 30 days of the
effective date of the notice of termination.

If after termination for the failure of Service Provider to adhere to all the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to
complete work in a timely and professional manner, it is determined that Service Provider had
not so failed, the termination shall be deemed to have been a termination at will. In that event,
the City shall make an equitable adjustment in the compensation paid to Service Provider. The
adjustment shall include a reasonable profit for services or other work performed up to the
effective date of termination less all previous payments.

Cc. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract,
the City may take over the work and prosecute it to completion by agreement with another party
or otherwise. In the event Service Provider shall cease conducting business, the City shall have
the tight to solicit applications for employment from any employee of the Service Provider
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

GC 6 of 13