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» 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.

Regardless of any coverage provided by any insurance, CONTRACTOR agrees to indemnify and shall
defend 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, defense 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 3 of 10

General Terms and Conditions

ARTICLE 5 ~- 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.

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’ obligations.

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.

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.

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 6 —- 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.

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.

If the CONTRACTOR defaults or neglects to carry out the Work in accordance with the Contract
Documents and fails within a seven. 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.

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.

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

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

ARTICLE 7— CONTRACTOR

i,

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.

Page 4 of 10

10.

il,

12.

13,

14,

15.

16.

Within ten (10) days of notification of award, and prior to commencement of work, the

CONTRACTOR shall obtain and forward to OWNER a Performance Bond and a Payment 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. oi

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.

The CONTRACTOR shall be responsible for cutting, fitting or patching required completing the

Work or to make its parts fit together properly.

The CONTRACTOR shall keep the premises and surrounding area free from accumulation of

debris and trash related to the Work.

CONTRACTOR warrants and guarantees to OWNER, for __years, upon completion of work, that

all Work will be 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 8 — 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.

Page 5 of 10

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

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 OWNER Board of Public Works
and the OWNER Finance Committee vote prior to proceeding.

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.

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 9~ TIME

1,
2.

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

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.

ARTICLE 11 —- PAYMENTS AND COMPLETION

I,

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. ioe ie

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 directly to:

City of Nashua
Accounts:Payable.

PO Box 2019

Nashua, NH 03061-2019
Attn:

To facilitate the proper and timely payment of applications, the OWNER requires that all
applications 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 shail promptly pay each SUBCONTRACTOR and material 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
material supplier.

Page 6 of 10

8.

10,

11.

12.

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 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.
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.

Acceptance of final payment by the CONTRACTOR, a SUBCONTRACTOR or material 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 11—- RETAINAGE

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

2.

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. i;

b. Until the work is:50% complete, as determined by the ENGINEER, 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
ENGINEER 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.

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 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 OCF 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

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.

Page 7 of 10

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 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.

ARTICLE 15 —- TERMINATION OF THE CONTRACT

1. 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 ail 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.

2. 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

Page 8 of 10

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:

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 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, sub-CONTRACTORs, 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 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

Page 9 of 10

= Nashua
e@®®* Public
= @6€6sLibrary

June 14, 2021

To: John Griffin, CFO
From: Jennifer McCormack, Director
RE: Facility Assessment for the Nashua Public Library RFP 0357-100421

Mr. Griffin:

After 50 years of heavy use the library building, grounds, and mechanical systems are in poor
condition and in need of major repairs or replacement. The Board of Trustees is working to
address this deterioration by engaging a firm to do a thorough facility assessment and draft a
master plan for the building. This assessment will help us and the city prioritize needed repairs
and improvements, identify costs (and potential cost savings) for those projects, and establish a

maintenance and capital improvement plan for the future.

An invitation for bids (RFP 0357-100421) was sent to 6 vendors and posted on the city’s website
on September 3, 2021. Bids were received from 5 companies, an evaluation of the bids
received is attached to this memo. Based on our evaluation of the proposals on Dec. 15, 2021
the Board of Trustees voted to recommend that the contract for the facility assessment be

awarded to designLAB architects in the amount of $88,830.

This purchase will be paid for from the Bloomfield trust account TF79.7546 53999, and with
city funds allocated to this project in R-22-014. Delivery of the final report is expected by
August 30, 2021.

Sincerely,
Jennifer McCormack, Library Director

2 Court Street | Nashua, NH 03060 | 603.589.4600 | www.nashualibrary.org

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 17— 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 18—- 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.

3. Ifadditional 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.

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) CONTRACTOR (signature)

James Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

Page 10 of 10

) THE CITY OF NASHUA The Cate City"

Financtal Services

Purchasing Department

September 1, 2017
Memo #17-035

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: PURCHASE OF TEN (10) SETS OF GLOBE CLASSIC METRO ADVANCE PERSONAL
PROTECTIVE EQUIPMENT (PPE) (VALUE: $17,900)
DEPARTMENT: 152 FIRE; FUND: GENERAL FUND OPERATING BUDGET

Please see the attached communication from Deputy Fire Chief George A. Walker to Brian Rhodes,
Assistant Chief of Nashua Fire Rescue dated June 27, 2016 for information related to this request.
Pursuant to NRO § 5-84. Special purchase procedures. A. The competitive bidding process shall not
apply to the following special purchases: (7) Purchases under extensions of contracts when no price

increase exceeds 10%.

Nashua Fire Rescue and the Purchasing Department recommend the purchase of these products from
Bergeron Protective Clothing of Epson, NH in the amount of $17,900.

Respectfully,

Gpile—

~ Dan Kooken
Purchasing Manager

Ce: S. Galipeau B. Rhodes G. Walker J. Graziano

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