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ARTICLE 11 —- PAYMENTS AND COMPLETION

1.

10.

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.

Once every thirty (30) days, the CONTRACTOR shall submit an itemized 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.

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.

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.

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.

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.

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

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.

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.

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

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a) THE CITY OF NASHUA the baci

Financial Services

Purchasing Department

July 28, 2016
Memo #1 7-020

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: ESRI SOFTWARE LICENSE RENEWAL (VALUE: $25,000)
DEPARTMENT: 134 GIS; FUND: GENERAL FUND
ACCOUNTING CLASSIFICATION: 54 PROPERTY SERVICES

Please see attached communication from Angelo Marino, GISP, GIS Manager dated July 20, 2016 for the
information related to this contract award.

Pursuant to § 5-84 Special purchase procedures A. (4) Sole-source procurements, where the proposed
purchase is manufactured by only one company.

The GIS Manager and the Purchasing Department recommend the purchase of this 3 year contract
software license renewal from Esri of Redlands, CA in the amount of $25,000 per year.

Respectfully,

pit

Dan Kooken
Purchasing Manager

Cc: A Marino J Graziano

229 Main Street e Nashua, New Hampshire 03061 e Phone (603) 589-3330 e Fax (603) 589-3344 |

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— RETAINAGE

1. There will be no retainage for this contract. CONTRACTOR shall be paid in full upon
successful completion of project

ARTICLE 13 — 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 14—- 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. Ifthe 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 15 — 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.

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ARTICLE 16 — 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.
C. 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 17 — 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

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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 OWNER Representative and the CONTRACTOR Representative. At all times,
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 OWNER. If
the parties are unable to resolve their dispute as described above within 30 days, the parties may
request that the dispute be submitted to the Board of Public Works for resolution. If the parties are
dissatisfied with the decision of the Board of Public Works, the parties’ reserve the right to pursue
any available legal and/or equitable remedies for any breaches of this contract except as that right
may be limited by the terms of this contract.

ARTICLE 18 — CHOICE OF LAW AND VENUE

This contract shall be governed exclusively by the laws of the State of New Hampshire and any
claim or action brought relating to this contract, the work performed or contracted to be performed
thereunder, or referable in anyway thereto shall be brought in Hillsborough County (New
Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9th Circuit
Court—Nashua and not elsewhere

ARTICLE 19 — MISCELLANEOUS PROVISIONS

1. Neither party to the Contract shall assign the Contract as a whole without written consent
of the other.

2. Tests, inspections and approvals of portions of the Work required by the Contract

Documents or by laws, ordinances, rules, regulations or orders of public authorities having

jurisdiction shall be made at an appropriate time.

If additional testing is required, the CONTRACTOR shall perform these tests.

4. The OWNER shall pay for tests except for testing Work found to be defective for which
the CONTRACTOR shall pay.

wo

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be
legally bound thereby.

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i

City of Nashua, NH (signature) CONTRACTOR (signature)
James W. Donchess, Mayor a av) K Ge. bn} vP) bh
(Printed Name and Title) (Printed Name and Title)
4/2321
Date Date

Page 13 of 13

®
ACORD
(—

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
09/23/2021

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER

CONTACT |;
NAME: Linda Dacey, CIC

PHONE - FAX Z
FIAVCross Insurance PHONE: yt), (603) 669-3218 FAX No): (603) 645-4331
E-MAIL
1100 Elm Street Appress: Manch.Certs@crossagency.com
INSURER(S) AFFORDING COVERAGE NAIC #
Manchester NH 03101 INSURERA: Continental Western Ins Co 10804
INSURED INSURERB: Acadia Ins Co. 31325
Boucher Acoustic, LLC INSURER C:
695 Mast Road, Unit #3 INSURER D:
INSURER E:
Manchester NH 03102 INSURER F:
COVERAGES CERTIFICATE NUMBER: 21-22 All Lines - Boucher REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL|SUBR POLICY EFF_| POLICY EXP
LTR TYPE OF INSURANCE INSD | WD POLICY NUMBER (MM/DDIYYYY) | (MM/DDIYYYY) LIMITS
x< COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
| CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ 300,000
MED EXP (Any one person) $ 10,000
A CPA5251874-15 04/29/2021 | 04/29/2022 | personaLaapvinsury |g 1,000,000
GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE g_ 2,000,000
POLICY aE Loc propucts-compiopace | 5 2:000,000
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $s 1,000,000
(Ea accident)
><| ANY AuTO BODILY INJURY (Per person) | $
OWNED SCHEDULED - |
A OWNED ly SCHED CAA5251875-15 04/29/2021 | 04/29/2022 | BoDILY INJURY (Per accident) | $
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY (Per accident)
$
D<| UMBRELLA LIAB ><] occur EACH OCCURRENCE g 9,000,000
B EXCESS LIAB CLAIMS-MADE CUA5251876-15 04/29/2021 | 04/29/2022 | ,aorecaTe 5,000,000
DED | | RETENTION $ $
WORKERS COMPENSATION | PER OTH-
AND EMPLOYERS' LIABILITY YIN STATUTE ER 7000000
BO CROMCNIBER OXCLUDLDD OU TIVE NIA WCA5251877-14 04/29/2021 | 04/29/2022 | EL. EACHACCIDENT go
(Mandatory in NH) E.L. DISEASE -EA EMPLOYEE | ¢ 1,000,000
If yes, describe under 1.000.000
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | $ [mY *?
WC (3a.) states: MA ME NH VT

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

City of Nashua, New Hampshire is included as additional insured with respects to CGL and business auto policies on a primary and non-contributory basis
as required by written contract with named insured. Notice of cancellation to the certificate holder is 30 days, 10 days for non-payment, with respects to
CGL, business auto and umbrella policies.

CERTIFICATE HOLDER

CANCELLATION

City of Nashua, New Hampshire

229 Main Street

Nashua
l

NH 03060-2019

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

ACORD 25 (2016/03)

© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

Boucher Acoustic, LLC

695 Mast Road, Unit 3
Manchester, NH 03102
603-622-7278
brian@boucheracoustic.com

Name / Address

City of Nashua

229 Main St

PO Box 2019

Nashua, NH 03061-2019

Estima te

Date Estimate #

8/30/2021 21406

Project

Nashua City Hall Offices

Description

Total

Based on field measurements

Add for demo of existing ceilings

Materials and labor for suspended acoustical ceilings
2x2 Armstrong Ultima #1911 tile in 15/16 standard grid (1600sf)
Includes working over existing furniture

11,680.00

2,400.00

Should you need any additional information please do not hesitate to call

Total $14,080.00

STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the OWNER: City of Nashua, New Hampshire
229 Main Street
Nashua, NH 03060-2019

And the CONTRACTOR: Gate City Electric
31 Will Street -PO BOX 3554
NASHUA, N.H. 03060
603-886-0200 / FAX 886-0025
www.gatecityelectric.com
and its successors, transferees and assignees
(together “CONTRACTOR’”)

For the following Project: | Materials and labor for suspended acoustical ceilings

ARTICLE 1 —- THE CONTRACT DOCUMENTS

The CONTRACTOR shall complete the work described in the Contract Documents for this
project. The documents consist of:

1. This Agreement signed by the OWNER and CONTRACTOR, including the General
Terms and Conditions;

2. Insurance Certificate;

3. Submitted Estimate/Proposal

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

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