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STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the OWNER:

And the CONTRACTOR:

For the following Project:

City of Nashua, New Hampshire
229 Main Street
Nashua, NH 03060-2019

Fimbel Paunet dba Fimbel Garage Doors

281 Daniel Webster Highway

Merrimack, NH 03054

and its successors, transferees and assignees
(together “CONTRACTOR’”)

DPW Street Department Garage Doors Replacement
IFBO285-110221

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;

Notice of Award;

NOM B WN

Agreement; and

Bid Submission dated November 02, 2021;

Payment and Performance Bonds;
Insurance Certificate;

Notice to Proceed;

Written change orders for minor changes in the Work issued after execution of this

8. Fully Executed OWNER Purchase Order

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,

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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:

Replacement of five (5) garage bay doors at the City of Nashua’s Division of Public Works (DPW)
Street Department, located at 9 Stadium Drive, Nashua NH, 03062, in accordance with
Appendix A - Specifications for this project.

ARTICLE 3 — PERIOD OF PERFORMANCE

CONTRACTOR shall perform and complete all work within the time periods set forth and 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.

ARTICLE 4 — CONTRACT SUM

Subject to additions and deductions by Change Order, the OWNER shall pay CONTRACTOR, in
accordance with the Contract Documents, the Contract Sum of:

SIXTY THOUSAND FIVE HUNDRED FIFTY-NINE and 55/100 DOLLARS
($60,559.55)

The Contract Sum 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

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subcontractor’s. The parties also agree that CONTRACTOR is not an OWNER employee and that there
shall be no:

PWNP

Withholding of income taxes by the OWNER:

Industrial insurance coverage provided by the OWNER;

Participation in group insurance plans which may be available to employees of the OWNER;
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, Employers’ Liability and Auto 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.

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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.

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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.

Within ten (10) days of notification of award, and prior to commencement of work, the
CONTRACTOR shall obtain and forward to OWNER a Payment Bond and a Performance
Bond representing 100% of the contract work.

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.

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Board of Aldermen Page 27
July 12, 2016

to be available at the time we have the meeting scheduled. We're going to postpone that conversation
until a later date.

Alderwoman Melizzi-Golja

Next Tuesday, the 19", at 6:00 p.m. the Strategic Planning Committee will be meeting. Then PEDC will
be immediately following. | anticipate at 6:45 — 7:00 p.m.

Mayor Donchess

Public Works Night is Thursday, the 14", before the game. That’s where Director Fauteux is going to be.
| think it's a great chance to see Public Works, the equipment, get to know the people. | would
encourage everybody on the board and in the community to come on over.

ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE THAT THE JULY 12, 2016, MEETING OF THE BOARD OF
ALDERMEN BE ADJOURNED

MOTION CARRIED

The meeting was declared adjourned at 9:16 p.m.

Attest: Patricia D. Piecuch, City Clerk

Board of Aldermen — 8/8/17 Page 11

R-17-112
Endorsers: Mayor Jim Donchess
Alderman-at-Large Brian S. McCarthy
Alderwoman Lori Wilshire
Alderwoman Mary Ann Melizzi-Golja
Alderman Michael O’Brien
APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN
THE NASHUA PUBLIC LIBRARY BOARD OF TRUSTEES AND THE NASHUA PUBLIC LIBRARY
EMPLOYEES, AFT, FPE, LOCAL #4831 FROM JULY 1, 2017 THROUGH JUNE 30, 2020 AND
RELATED TRANSFERS
Given its second reading;

MOTION BY ALDERMAN O’BRIEN FOR FINAL PASSAGE OF R-17-112
ON THE QUESTION
Alderman Schoneman

The note here on the agenda says the Budget Review Committee recommends final passage. I’m on that
committee and | was absent for that vote because of a concurrent meeting down the hall that | was required to
attend for a quorum down there. | didn’t have a chance to weigh in at that meeting. I’d just like to speak on it
here just very briefly. Our library is great. | think that the employees that we have there do a wonderful job. |
cannot support this however solely because | just don’t think we have the money at this time. While I’d like to
give as much as possible to employees to reward their hard work, to incentivize them, to continue with the
work that they do and while again I’m very grateful for it. | just think that the city right now doesn’t have it and
I’m afraid | cannot support that for that reason. Thank you.

MOTION CARRIED
Resolution R-17-112 declared duly adopted.

R-17-113
Endorsers: Mayor Jim Donchess
Alderman-at-Large Brian S. McCarthy
Alderman Lori Wilshire
Alderman Benjamin Clemons
Alderman Michael O’Brien
Alderman Thomas Lopez
Alderwoman Mary Ann Melizzi-Golja
Alderman Richard Dowd
RELATIVE TO THE TRANSFER OF $36,000 FROM DEPARTMENT 194 “CONTINGENCY”,
ACCOUNT 70100 “GENERAL CONTINGENCY”, TO DEPARTMENT 101 “MAYOR” ACCOUNT
683434 “OTHER EXPENSES ACQUISITION COSTS” FOR THE PURPOSE OF ENTERING INTO
A FORTHCOMING OPTION AGREEMENT FOR 201 MAIN STREET
Given its second reading;

MOTION BY ALDERMAN WILSHIRE FOR FINAL PASSAGE OF R-17-113

ON THE QUESTION

Alderman Schoneman

Again this was at the Budget Committee and | did have the chance to speak there. | think that the question

about what to do about an arts center on Main Street is going to require a lot of debate, a lot of analysis. |
have some grave reservations about its applicability to that particular location and thoughts perhaps about

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

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

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

16. 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.

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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. 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.

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 to Accounts Payable. Also, do
not submit invoices directly to the DPW Street Department as this will delay payment to the
CONTRACTOR.

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.

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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— RETAINAGE

1. The OWNER will retain a portion of the progress payment, each month, in accordance with
the following procedures:

a. The OWNER will establish an escrow account in the bank of the OWNER’s choosing.
The account will be established such that interest on the principal will be paid to the
CONTRACTOR. The principal will be the accumulated retainage paid into the account
by the OWNER. The principal will be held by the bank, available only to the OWNER,
until termination of the contract.

b. Until the work is 50% complete, as determined by the OWNER, retainage shall be
10% of the monthly payments claimed. The computed amount of retainage will be
deposited in the escrow account established above.

c. | After the work is 50% complete, and provided the CONTRACTOR has satisfied the
OWNER in quality and timeliness of the work, and provided further that there is no
specific cause for withholding additional retainage no further amount will be
withheld. The escrow account will remain at the same balance throughout the
remainder of the project.

2. Upon final completion and acceptance of the Work, OWNER shall hold 2% retainage during
the 1 (one) year warranty period and release it only after the project has been accepted.

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

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