Search

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 Proposals and the terms of this Agreement, a
written change order and/or fully executed OWNER Purchase Order, the terms of this Agreement,
the written change order or the fully executed OWNER Purchase Order shall control over the terms
of the Proposals

ARTICLE 2 — WORK TO BE PERFORMED

Except as otherwise provided in this contract, CONTRACTOR shall furnish all services, equipment,
and materials and shall perform all operations necessary and required to carry out and perform in
accordance with the terms and conditions of the contract the work described.

DESCRIPTION OF WORK:

Furnish and Install a GRIDSMART Video Detection System at the following locations along
Daniel Webster Highway in Nashua, New Hampshire.

?,
“~

Autumn Leaf Drive;
Circumferential / Tulleys;
Graham Drive;

Costco / Pheasant Lane Mall; and
Dan Chan Street

?,
“~

?,
“~

?,
“~

?,
“~

ARTICLE 3 — PERIOD OF PERFORMANCE

CONTRACTOR shall perform and complete all installation at the five (5) locations by December 31
2021 which date shall only be altered by mutually approved written agreement to extend the period
of performance or by termination in accordance with the terms of the contract. CONTRACTOR shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from
the City of Nashua.

ARTICLE 4 — CONTRACT SUM

Subject to additions and deductions by Change Order, the OWNER shall pay CONTRACTOR, in
accordance with the Contract Documents. Payment to be made upon location completion and in
accordance with per location amounts as follows:

«* AUTUMN LEAF DRIVE @ DW HWY

EIGHTEEN THOUSAND NINE HUNDRED EIGHTY and 00/100 DOLLARS
($18,980.00)

Page 2 of 13

“* CIRCUMFERENTIAL / TULLEYS @ DW HWY

EIGHTEEN THOUSAND NINE HUNDRED EIGHTY and 00/100 DOLLARS
($18,980.00)

** GRAHAM DRIVE @ DW HWY

EIGHTEEN THOUSAND NINE HUNDRED EIGHTY and 00/100 DOLLARS
($18,980.00)

“+ COSTCO / PHEASANT LANE MALL @ DW HWY

TWENTY-FIVE THOUSAND FOUR HUNDRED SIXTY and 00/100 DOLLARS
($25,460.00)

«* DAN CHAN STREET @ DW HWY

TWENTY-TWO THOUSAND ONE HUNDRED EIGHTY and 00/100 DOLLARS
($22,180.00)

The Contract Sum of ONE HUNDRED FOUR THOUSAND FIVE HUNDRED EIGHTY and 00/100 DOLLARS
($104,580.00) shall include all items and services necessary for the proper execution and completion
of the Work.

ARTICLE 5 — INSURANCE AND INDEMNIFICATION

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;
>» Motor Vehicle Liability: $1,000,000 Combined Single Limit;*Coverage must include all
owned, non-owned and hired vehicles; and
> Workers’ Compensation Coverage in compliance with the State of NH Statutes,
$100,000/$500,000/$100,000.

The parties agree that CONTRACTOR shall have the status of and shall perform all work under this
contract as an independent CONTRACTOR, maintaining control over all its consultants, sub
consultants, or subcontractor’s. The only contractual relationship created by this contract is
between the OWNER and CONTRACTOR, and nothing in this contract shall create any contractual
relationship between the OWNER and CONTRACTOR’s consultants, sub consultants, or
subcontractor’s. The parties also agree that CONTRACTOR is not an OWNER employee and that there
shall be no:

1. Withholding of income taxes by the OWNER:

2. Industrial insurance coverage provided by the OWNER;
3. Participation in group insurance plans which may be available to employees of the OWNER;

Page 3 of 13

Participation or contributions by either the independent CONTRACTOR or the OWNER to the
public employee’s retirement system;

Accumulation of vacation leave or sick leave provided by the OWNER;

Unemployment compensation coverage provided by the OWNER.

CONTRACTOR will provide the OWNER with certificates of insurance for coverage as listed below and
endorsements affecting coverage required by the contract within ten calendar days after the
OWNER issues the notice of award. The OWNER 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, Auto Liability, and Employers’ Liability policies must name the OWNER
as an additional insured and reflect on the certificate of insurance. CONTRACTOR is responsible for
filing updated certificates of insurance with the OWNER'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.

The specified insurance requirements do not relieve CONTRACTOR of its responsibilities or
limit the amount of its liability to the OWNER or other persons, and 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 OWNER
shall be called upon to contribute to a loss.

CONTRACTOR is responsible for and required to remedy all damage or loss to any
property, including property of the OWNER, caused in whole or part by CONTRACTOR or
anyone employed, directed, or supervised by CONTRACTOR.

The insurance provided herein is primary, and no insurance held or owned by the OWNER,
shall be called upon to contribute to a loss.

CONTRACTOR is responsible for and required to remedy all damage or loss to any
property, including property of the OWNER, caused in whole or part by CONTRACTOR or
anyone employed, directed, or supervised by CONTRACTOR.

Regardless of any coverage provided by any insurance, CONTRACTOR agrees to indemnify and
hold harmless the OWNER, 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 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. CONTRACTOR’s indemnity
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 harmless.

Page 4 of 13

General Terms and Conditions

ARTICLE 6 — GENERAL PROVISIONS

1. The Contract represents the entire and integrated agreement between the parties and
supersedes prior negotiations, representations or agreements, either written or oral. The
Contract may be amended or modified only by a written modification.

2. The term “Work” means the construction and services required by the Contract Documents,
and include all other labor, materials, equipment and services provided by the CONTRACTOR
to fulfill the CONTRACTOR’s obligations.

3. The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work by the CONTRACTOR. The Contract Documents are
complementary, and what is required by one shall be as binding as if required by all.

4. In the case of a discrepancy, calculated dimensions will govern over scaled dimensions,
Contract Drawings will govern over Standard Specifications, and Technical Specifications will
govern over both Contract Drawings and Standard Specifications. In the case of a
discrepancy between the Agreement and other Contract Documents, the more specific or
stringent obligation or requirement to the benefit of the OWNER shall take precedence.

5. The CONTRACTOR shall take no advantage of any apparent error or omission in the Contract
Drawings or Technical Specifications, and the Engineer will be permitted to make such
corrections and interpretations as may be deemed necessary to fulfill the intent of the
Contract Documents.

ARTICLE 7 —- OWNER

1. Except for permits and fees, which are the responsibility of the CONTRACTOR under the
Contract Documents, the OWNER shall obtain and pay for other necessary approvals,
easements, assessments and charges.

2. If the CONTRACTOR fails to correct Work that is not in accordance with the Contract
Documents, the OWNER may direct the CONTRACTOR in writing to stop the Work until the
correction is made.

3. If the CONTRACTOR defaults or neglects to carry out the Work in accordance with the
Contract Documents and fails within a seven (7) day period after receipt of written notice
from the OWNER to correct such default or neglect with diligence and promptness, the
OWNER may, without prejudice to other remedies, correct such deficiencies. In such case,
a Change Order shall be issued deducting the cost of correction from payments due the
CONTRACTOR.

4. The OWNER reserves the right to perform construction or operations related to the project
with the OWNER’s own forces, and to award separate contracts in connection with other
portions of the project.

5. The CONTRACTOR shall coordinate and cooperate with separate CONTRACTORs employed
by the OWNER.

6. Costs caused by delays or by improperly timed activities or defective construction shall be
borne by the responsible party.

Page 5 of 13

ARTICLE 8 — CONTRACTOR

10.

11.

12.

Execution of the Contract by the CONTRACTOR is a representation that the CONTRACTOR has
visited the site, become familiar with local conditions under which the Work is to be
performed and correlated personal observations with requirements of the Contract
Documents.

The CONTRACTOR shall carefully study and compare the Contract Documents with each
other and with information furnished by the OWNER. Before commencing activities, the
CONTRACTOR shall: (1) take field measurements and verify field conditions; (2) carefully
compare this and other information known to the CONTRACTOR with the Contract
Documents; and (3) promptly report errors, inconsistencies or omissions discovered to the
OWNER.

The CONTRACTOR shall supervise and direct the Work, using the CONTRACTOR’s best skill
and attention. The CONTRACTOR shall be solely responsible for and have control over
construction means, methods, techniques, sequences and procedures, and for coordinating
all portions of the Work.

The CONTRACTOR, as soon as practicable after award of the Contract, shall furnish in writing
to the OWNER the names of subcontractors or suppliers for each portion of the Work. The
OWNER will promptly reply to the CONTRACTOR in writing if, after due investigation, he has
reasonable objection to the subcontractors or suppliers listed.

Unless otherwise provided in the Contract Documents, the CONTRACTOR shall provide and
pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and
services necessary for proper execution and completion of the work.

The CONTRACTOR shall deliver, handle, store and install materials in accordance with
manufacturers’ instructions.

The CONTRACTOR warrants to the OWNER that (1) materials and equipment furnished under
the contract will be new and of good quality unless otherwise required or permitted by the
Contract Documents; (2) the Work will be free from defects not inherent in the quality
required or permitted; and (3) the Work will conform to the requirements of the Contract
Documents.

The CONTRACTOR shall pay sales, consumer, use and similar taxes that are legally required
when the Contract is executed.

The CONTRACTOR shall obtain and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution and completion
of the Work.

The CONTRACTOR shall comply with and give notices required by agencies having jurisdiction
over the Work. If the CONTRACTOR performs Work knowing it to be contrary to laws,
statutes, ordinances building codes, and rules and regulations without notice to the OWNER,
the CONTRACTOR shall assume full responsibility for such Work and shall bear the
attributable costs. The CONTRACTOR shall promptly notify the OWNER in writing of any
known inconsistencies in the Contract Documents with such governmental laws, rules and
regulations.

The CONTRACTOR shall promptly review, approve in writing and submit Shop Drawings,
Product Data, Samples and similar submittals required by the Contract Documents. Shop
Drawings, Product Data, Samples and similar submittals are not Contract Documents.

The CONTRACTOR shall confine operations at the site to areas permitted by law, ordinances,
permits, the Contract Documents and the OWNER.

Page 6 of 13

13. The CONTRACTOR shall be responsible for cutting, fitting or patching required completing
the Work or to make its parts fit together properly.

14. The CONTRACTOR shall keep the premises and surrounding area free from accumulation of
debris and trash related to the Work.

15. Upon completion of WORK, CONTRACTOR warrants and guarantees to OWNER, for one (1)
year, and that all WORK was completed in accordance with the Contract Documents and will
not be defective. CONTRACTOR’s warranty and guarantee hereunder excludes defects or
damage caused by:

> Abuse, modification, or improper maintenance or operation by persons other than
CONTRACTOR, subcontractors, suppliers, or any other individual or entity for whom
CONTRACTOR is responsible; or

> Normal wear and tear under normal usage.

ARTICLE 9 — CHANGES IN THE WORK

1. After execution of the Contract, changes in the Work may be accomplished by Change Order
or by order for a minor change in the Work. The OWNER, without invalidating the Contract,
may order changes in the Work within the general scope of the Contract consisting of
additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted
accordingly.

2. AChange Order shall be a written order to the CONTRACTOR signed by the OWNER to change
the Work, Contract Sum or Contract Time.

3. Change Order requests must include material and equipment cost plus labor with a profit
margin of no more than 10%. Change Orders may require approval by the Board of Public
Works and the OWNER’s Finance Committee vote prior to proceeding.

4. The OWNER will have authority to order minor changes in the Work not involving changes in
the Contract Sum or the Contract Time and not inconsistent with the intent of the Contract
Documents. Such changes shall be written orders and shall be binding on the OWNER and
CONTRACTOR. The CONTRACTOR shall carry out such written orders promptly.

5. If concealed or unknown physical conditions are encountered at the site that differ materially
from those indicated in the Contract Documents or from those conditions ordinarily found
to exist, the Contract Sum and Contract Time shall be subject to equitable adjustment
following authorization of the OWNER to the charges.

ARTICLE 10 — TIME

1. Time limits stated in the Contract Documents are of the essence to the Contract.

2. If the CONTRACTOR is delayed at any time in progress of the Work by changes ordered in
the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or
other causes beyond the CONTRACTOR’s control, the Contract Time shall be extended by
Change Order for such reasonable time as may be determined.

Page 7 of 13

ARTICLE 11 — PAYMENTS AND COMPLETION

1. The Contract Sum stated in the Agreement, including authorized adjustments, is the total
amount payable by the OWNER to the CONTRACTOR for performance of the Work under the
Contract Documents.

2. Uponcompletion of each location, as listed in the Agreement, the CONTRACTOR shall submit
an Application for Payment for operations completed in accordance with the values stated
in the Agreement. Such application shall be supported by such data substantiating the
CONTRACTOR’s right to payment as the OWNER may reasonably require.

3. Application for Payment performed under this agreement shall be submitted as follows:

>» Electronically via email to VendorAPInvoices@NashuaNH.gov

OR

> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable
229 Main Street
Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the OWNER
requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

4. The CONTRACTOR warrants that title to all Work covered by an Application for Payment will
pass to the OWNER no later than the time of payment. The CONTRACTOR further warrants
that upon submittal of an Application for Payment, all Work for which Certificates for
Payment have been previously issued and payments received from the OWNER shall, to the
best of the CONTRACTOR’s knowledge, information and belief, be free and clear of liens,
claims, security interests or other encumbrances adverse to the OWNER’s interests.

5. OWNER shall make payments, for work satisfactorily completed and accurately invoiced, on
the basis of CONTRACTORs Application for Payment, within 30 days of approval by the
OWNER.

6. The CONTRACTOR shall promptly pay each subcontractor and supplier out of the amount
paid to the CONTRACTOR on account of such entities’ portion of the Work.

7. The OWNER shall have no responsibility for the payment of money to a subcontractor or
supplier.

8. An Application for Payment, a progress payment, or partial or entire use or occupancy of the
project by the OWNER shall not constitute acceptance of Work not in accordance with the
requirements of the Contract Documents.

9. Substantial completion is the stage in the progress of the Work when the Work or designated
portion thereof is sufficiently complete in accordance with the Contract Documents so the
OWNER can occupy or utilize the Work for its intended use.

Page 8 of 13

10. When the Work or designated portion thereof is substantially complete, the CONTRACTOR
and OWNER shall establish responsibilities for completion and shall fix the time within which
the CONTRACTOR shall finish all items on the list accompanying the Certificate. Warranties
required by the Contract Documents shall commence on the date of Substantial Completion
of the Work or designated portion thereof unless otherwise provided in the Certificate of
Substantial Completion.

11. Upon receipt of a final Application for Payment, the OWNER will inspect the Work. When he
finds the Work acceptable and the Contract fully performed, the OWNER will promptly issue
a final Certificate for Payment.

12. Acceptance of final payment by the CONTRACTOR, a subcontractor or supplier shall
constitute a waiver of claims by that payee except those previously made in writing and
identified by that payee as unsettled at the time of final Application for Payment.

ARTICLE 12 — PROTECTION OF PERSONS AND PROPERTY

1. The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety
precautions and programs, including all those required by law in connection with
performance of the Contract. The CONTRACTOR shall promptly remedy damage and loss to
property caused in whole or in part by the CONTRACTOR, or by anyone for whose acts the
CONTRACTOR may be liable.

ARTICLE 13 — CORRECTION OF WORK

1. The CONTRACTOR shall promptly correct Work rejected by the OWNER as failing to conform
to the requirements of the Contract Documents. The CONTRACTOR shall bear the cost of
correcting such rejected work

2. In addition to the CONTRACTOR’s other obligations including warranties under the Contract,
the CONTRACTOR shall, for a period of one year after Substantial Completion, correct work
not conforming to the requirements of the Contract Documents.

3. If the CONTRACTOR fails to correct nonconforming Work within a reasonable time, the
OWNER may correct it and the CONTRACTOR shall reimburse the OWNER for the cost of the
correction.

ARTICLE 14 — PROHIBITED INTERESTS

CONTRACTOR shall not allow any officer or employee of the OWNER to have any indirect or direct
interest in this contract or the proceeds of this contract. CONTRACTOR warrants that no officer or
employee of the OWNER has any direct or indirect interest, whether contractual, non-contractual,
financial or otherwise, in this contract or in the business of the CONTRACTOR. 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. CONTRACTOR further warrants that no person having such an
interest shall be employed in the performance of this contract. If any such interest comes to the
attention of CONTRACTOR at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the OWNER. If OWNER determines that a conflict exists and was not
disclosed to the OWNER, it may terminate the contract at will or for cause.

Page 9 of 13

ARTICLE 15 — TERMINATION OF THE CONTRACT
TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL

The OWNER, 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 OWNER chooses to terminate, abandon, or suspend all or
part of the project, it shall provide 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 that part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, CONTRACTOR shall:

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

b. Provide the OWNER with a list of all unperformed services.

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.

d. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the OWNER 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 OWNER any orders or sub contracts specified in the notice, and revoke
agreements specified in the notice.

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

In the event of a termination, abandonment, or suspension at will, CONTRACTOR shall receive all
amounts due and not previously paid to 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.

TERMINATION FOR CAUSE

This agreement may be terminated by the OWNER on 10 calendar day’s written notice to
CONTRACTOR in the event of a failure by 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 OWNER, to
complete or make sufficient progress on the work in a timely and professional manner.
CONTRACTOR shall be given an opportunity for consultation with the OWNER prior to the effective
date of the termination. CONTRACTOR may terminate the contract on 10 calendar days written
notice if, through no fault of CONTRACTOR, the OWNER fails to pay CONTRACTOR for 45 days after
the date of approval by the OWNER of any Application for Payment.

Upon receipt of notice of termination for cause, CONTRACTOR shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the OWNER with a list of all unperformed services.

Page 10 of 13

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 OWNER 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 OWNER 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 OWNER to resume performance.

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

If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to complete or make
sufficient progress on the work in a timely and professional manner, it is determined that
CONTRACTOR had not so failed, the termination shall be deemed to have been a termination at will.
In that event, the OWNER shall, if necessary, make an adjustment in the compensation paid to
CONTRACTOR such that CONTRACTOR receives total compensation in the same amount as it would
have received in the event of a termination-at-will.

GENERAL PROVISIONS FOR TERMINATION

Upon termination of the contract, the OWNER may take over the work and prosecute it to
completion by agreement with another party or otherwise. Upon termination of the contract or in
the event CONTRACTOR shall cease conducting business, the OWNER shall have the right to solicit
applications for employment from any employee of the CONTRACTOR assigned to the performance
of the contract. Neither party shall be considered in default of the 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 CONTRACTOR's principals,
officers, employees, agents, subcontractors, sub consultants, vendors, or suppliers are expressly
recognized to be within CONTRACTOR's control.

ARTICLE 16 — 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

Page 11 of 13