Search

Upon receipt of notice of termination, abandonment, or suspension at will, Custom Computer
Specialists, Inc. shall:

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

Provide the City of Nashua with a list of all unperformed services.

Place no further orders or subcontracts for materials, services, or facilities, other

than as may be necessary or required for completion of such portion of work under

the contract that is not terminated.

4, Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under the
notice, assign to the City of Nashua any orders or subcontracts specified in the
notice, and revoke agreements specified in the notice.

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

woh

In the event of a termination, abandonment, or suspension at will, Custom Computer Specialists,
Inc. shall receive all amounts due and not previously paid to Custom Computer Specialists, Inc.
product delivered and for work satisfactorily completed in accordance with the contract prior to
the date of the notice and compensation for work thereafter completed as specified in the notice.
No amount shall be allowed or paid for anticipated profit on unperformed services or other
unperformed work.

B. TERMINATION FOR CAUSE. This agreement may be terminated by the City of
Nashua on 10 calendar day’s written notice to Custom Computer Specialists, Inc. in the event of
a failure by Custom Computer Specialists, Inc. to adhere to all the terms and conditions of the
contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, pursue the
project or to complete work in a timely and professional manner. Custom Computer Specialists,
Inc. shall be given an opportunity for consultation with the City of Nashua prior to the effective
date of the termination. Custom Computer Specialists, Inc. may terminate the contract on 30
calendar days written notice if, through no fault of Custom Computer Specialists, Inc. the City of
Nashua fails to pay Custom Computer Specialists, Inc. for 45 days after the date of approval of
any submitted invoice forms and progress reports. .

Upon receipt of notice of termination for cause, Custom Computer Specialists, Inc. shall:

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

2. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or subcontracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

4. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under the
notice, assign to the City of Nashua any orders or subcontracts specified in the
notice, and revoke agreements specified in the notice.

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

GC 4 of 13

In the event of a termination for cause, Custom Computer Specialists, Inc, shall receive all
amounts due and not previously paid to Custom Computer Specialists, Inc. 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. All claims for payment by the Custom Computer Specialists, Inc. must
be submitted to the City of Nashua within 30 days of the effective date of the notice of
termination. Any such payment may be adjusted to the extent of any additional costs occasioned to the
City of Nashua by reasons of Custom Computer Specialists, Inc.’s failure. Custom Computer
Specialists, Inc. shall not be relieved of liability to the City of Nashua for damages sustained from the
failure, and the City of Nashua may withhold any payment to Custom Computer Specialists, Inc. until
such time as the exact amount of damages due to the City of Nashua is determined. All claims for
payment by Custom Computer Specialists, Inc. must be submitted to the City of Nashua within 30
days of the effective date of the notice of termination.

If after termination for the failure of Custom Computer Specialists, Inc. to adhere to any of the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to
complete or make sufficient progress on the work in a timely and professional manner, it is determined
that Custom Computer Specialists, Inc. had not so failed, the termination shall be deemed to have been
a termination at will. In that event, the City of Nashua shall, if necessary, make an adjustment in the
compensation paid to Custom Computer Specialists, Inc. such that Custom Computer Specialists,
Inc. 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 City of Nashua 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 Custom Computer Specialists, Inc. shall cease conducting
business, the City of Nashua shall have the right to solicit applications for employment from any
employee of the Custom Computer Specialists, Inc. 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 Custom Computer Specialists, Inc.’s principals,
officers, employees, agents, sub-contractors, sub consultants, vendors, or suppliers are expressly
recognized to be within Custom Computer Specialists, Inc.’s control.

9. 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 City of Nashua of Nashua of Nashua
Representative and a Custom Computer Specialists, Inc.’s Representative. At all times, Custom
Computer Specialists, Inc. 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
City of Nashua of Nashua of Nashua. 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 Alderman for resolution. Ifthe parties are dissatisfied with the decision of the Board of
Alderman, 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.

GC 5 of 13

10. INSURANCE. Custom Computer Specialists, Inc. 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;
>» $1,000,000 Combined Singte Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vchicles.
> $1,000,000 Profession Liability;
>» and Workers' Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$ 100,000.

Custom Computer Specialists, Inc., shall maintain in effect at all times during the performance
under this contract all specified insurance coverage with insurers. None of the requirements as to
types and limits to be maintained by Custom Computer Specialists, Inc. are intended to and
shall not in any manner limit or qualify the liabilities and obligations assumed by Custom
Computer Specialists, Inc. under this contract. The City of Nashua shall not maintain any
insurance on behalf of Custom Computer Specialists, Inc.

Custom Computer Specialists, Inc. will provide the City of Nashua with certificates of insurance
for coverage as listed below and endorsements affecting coverage required by the contract within
ten calendar days after the City of Nashua issues the notice of award. The City of Nashua
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, and Auto
Liability policics must name the City of Nashua as an additional insured and reflect on the
certificate of insurance. Custom Computer Specialists, Inc. is responsible for filing updated
certificates of insurance with the City of Nashua'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.

= If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Custom Computer Specialists, Inc. must maintain umbrella liability insurance of
at least $1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

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

= Custom Computer Specialists, Inc. is responsible for and required to remedy all damage
or loss to any property, including property of the City of Nashua, caused in whole or part
by Custom Computer Specialists, Inc. or anyone employed, directed, or supervised by
Custom Computer Specialists, Inc.

11. INDEMNIFICATION Regardless of any coverage provided by any insurance, Custom
Computer Specialists, Inc. agrees to indemnify and shall defend and hold harmless the City of
Nashua, 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

GC 6 of 13

negligent act, omission, or fault or willful misconduct, whether active or passive, of Custom
Computer Specialists, Inc. or of anyone acting under its direction or control or on its behalf in
connection with or incidental to the performance of this contract. Custom Computer Specialists,
Inc.’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.

12. COMPLIANCE WITH APPLICABLE LAWS. Custom Computer Specialists, Inc., at all
times, shall fully and completely comply with all applicable local, state and federal laws,
statutes, regulations, ordinances, orders, or requirements of any sort in carrying out the
obligations of this contract, including, but not limited to, all federal, state, and local accounting
procedures and requirements, all immigration and naturalization laws, and the Americans With
Disabilities Act. Custom Computer Specialists, Inc. shall, throughout the period services are to
be performed under this contract, monitor for any changes to the applicable laws, statutes,
regulations, ordinances, orders, or requirements, shall promptly notify the City of Nashua in
writing of any changes to the same relating to or affecting this contract, and shall submit detailed
documentation of any effect of the change in terms of both time and cost of performing the
contract.

13. | NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Custom Computer Specialists, Inc. agrees to the
following terms. Custom Computer Specialists, Inc. will not discriminate against any employee
or applicant for employment because of physical or mental handicap in regard to any position for
which the employee or applicant for employment is qualified. Custom Computer Specialists, Inc.
agrees to take affirmative action to employ, advance in employment, or to otherwise treat
qualified, handicapped individuals without discrimination based upon physical or mental
handicap in all employment practices, including but not limited to the following: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay, or other
forms of compensation and selection for training, including apprenticeship.

Without limitation of the foregoing, Custom Computer Specialists, Inc.’s attention is directed to
41 C.F.R. § 60-1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is
incorporated into this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative
Action Obligations of Custom Computer Specialists, Inc. and Subcontractor for Disabled
Veterans and Veterans of the Vietnam Era," which, by reference, is incorporated in this contract,
and to 41 C.F.R. § 60-471 and the clause entitled "Affirmative Action Obligations of Custom
Computer Specialists, Inc. and Subcontractors for Handicapped Workers," which, by this
reference, is incorporated in this contract.

In connection with the performance of work under this contract, Custom Computer Specialists,
Inc. agrees not to discriminate against any employee or applicant for employment because of
race, creed, color, national origin, sex, age, or sexual orientation. This agreement includes, but is
not limited to, the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship.

Custom Computer Specialists, Inc. agrees, if applicable, to insert these provisions in all
subcontracts, except for subcontracts for standard commercial supplies or raw materials. Any
violation of any applicable provision by Custom Computer Specialists, Inc. shall constitute a
material breach of the contract.

GC 7 of 13

14. FEDERAL SUBCONTRACTING REQUIREMENTS, If Custom Computer Specialists, Inc.
awards a subcontract under this contract, Custom Computer Specialists, Inc., if applicable, shall
use the following alternative steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A.

If applicable, Custom Computer Specialists, Inc. agrees to complete and submit to the City of
Nashua a Minority Business Enterprise/‘Woman Business Enterprise (MBE/WBE) Utilization
Report (Standard Form 334) within 30 days after the end of each fiscal quarter until the end of
the contract.

15, ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Custom Computer
Specialists, Inc. shall not assign, transfer, delegate, or subcontract any rights, obligations, or
duties under this contract without the prior written consent of the City of Nashua. Any such
assignment, transfer, delegation, or subcontracting without the prior written consent of the City
of Nashua is void. Any consent of the City of Nashua to any assignment, transfer, delegation, or
subcontracting shall only apply to the incidents expressed and provided for in the written consent
and shall not be deemed to be a consent to any subsequent assignment, transfer, delegation, or
subcontracting. Any such assignment, transfer, delegation, or subcontract shall require
compliance with or shall incorporate all terms and conditions set forth in this agreement,
including all incorporated Exhibits and written amendments or modifications. Subject to the
foregoing provisions, the contract inures to the benefit of, and is binding upon, the successors
and assigns of the parties.

16. FINAL ACCEPTANCE. Upon completion of all work under the contract, Custom
Computer Specialists, Inc. shall notify the City of Nashua in writing of the date of the
completion of the work and request confirmation of the completion from the City of Nashua.
Upon receipt of the notice, the City of Nashua shall confirm to Custom Computer Specialists,
Inc. in writing that the work was completed on the date indicated in the notice or provide Custom
Computer Specialists, Inc. with a written list of work not completed. With respect to work listed
by the City of Nashua as incomplete, Custom Computer Specialists, Inc. shall promptly complete
the work and the final acceptance procedure shal] be repeated. The date of final acceptance of a
project by the City of Nashua shall be the date upon which the Mayor accepts and approves the
notice of completion.

17. TAXES. Custom Computer Specialists, Inc. shall pay all taxes, levies, duties, and
assessments of every nature due in connection with any work performed under the contract and
make any and all payroll deductions required by law. The contract sum and agreed variations to
it shall include all taxes imposed by law. Custom Computer Specialists, Inc. hereby indemnifies
and holds harmless the City of Nashua from any liability on account of any and all such taxes,
levies, duties, assessments, and deductions.

18. | NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this
contract shall be considered waived by the City of Nashua. There shall be no waiver of any past

GC 8 of 13

or future default, breach, or modification of any of the terms and conditions of the contract
unless expressly stipulated to by the City of Nashua in a written waiver,

19. RIGHTS AND REMEDIES, The duties and obligations imposed by the contract and the
rights and remedies available under the contract shall be in addition to and not a limitation of any
duties, obligations, rights, and remedies otherwise imposed or available by law.

20. PROHIBITED INTERESTS. Custom Computer Specialists, Inc. shall not allow any officer
or employee of the City of Nashua to have any indirect or direct interest in this contract or the
proceeds of this contract. Custom Computer Specialists, Inc. warrants that no officer or
employee of the City of Nashua has any direct or indirect interest, whether contractual,
noncontractual, financial or otherwise, in this contract or in the business of Custom Computer
Specialists, Inc.. If any such interest comes to the attention of Custom Computer Specialists, Inc.
at any time, a full and complete disclosure of the interest shall be immediately made in writing to
the City of Nashua. Custom Computer Specialists, Inc. 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.
Custom Computer Specialists, Inc. further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for
cause in accordance with paragraph 8.

In the event Custom Computer Specialists, Inc. (or any of its officers, partners, principals, or
employees acting with its authority) is convicted of a crime involving a public official arising out
or in connection with the procurement of work to be done or payments to be made under this
contract, City of Nashua may terminate the contract at will or for cause in accordance with
paragraph 8. Upon termination, Custom Computer Specialists, Inc. shall refund to the City of
Nashua any profits realized under this contract. At the discretion of the City of Nashua, these
sanctions shall also be applicable to any such conviction obtained after the expiration or
completion of the contract.

Custom Computer Specialists, Inc. warrants that no gratuities (including, but not limited to,
entertainment or gifts) were offered or given by Custom Computer Specialists, Inc. to any officer
or employee of the City of Nashua with a view toward securing a contract or securing favorable
treatment with respect to the awarding or amending or making of any determinations with
respect to the performance of this contract. If City of Nashua determines that such gratuities
were or offered or given, it may terminate the contract at will or for cause in accordance with

paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City of Nashua under this contract or at
law,

21. THIRD PARTY INTERESTS AND LIABILITIES. The City of Nashua and Custom Computer
Specialists, Inc., including any of their respective agents or employees, shall not be liable to third
parties for any act or omission of the other party. This contract is not intended to create any

GC 9 of 13

rights, powers, or interest in any third party and this agreement is entered into for the exclusive
benefit of the City of Nashua and Custom Computer Specialists, Inc..

22. SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties that
by their nature survive termination or completion of this contract shall remain in full force and
effect.

23. SEVERABILITY. In the event that any provision ot this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other
provision, the contract shall be construed as if such invalid or unenforceable provisions were
omitted, and the parties may renegotiate the invalid or unenforceable provisions for sole purpose
of rectifying the invalidity or unenforceability.

24. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the
entire contract between the City of Nashua and Custom Computer Specialists, Inc.. The parties
shall not be bound by or be liable for any statement, representation, promise, inducement, or
understanding of any kind or nature not set forth in this contract. No changes, amendments, or
modifications of any terms or conditions of the contract shall be valid unless reduced to writing
and signed by both parties.

25. 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

GC 10 of 13

EXHIBIT B
PRODUCT AND SCOPE OF SERVICES

GC 11 of 13

EDUCATION
* 8S, English, Troy State
University

CERTIFICATIONS

* [IS O0001.a — Emergency
Manager: An Orientation
to the Position

* 1§-00029 — Public
Information Officer

Awareness

* 15-00030.a — Mitigation
eGrants System

* IS 00042 — Social
Media in Emergency
Management

« 1$ 00100.b — Introduction
to Incident Command
System

* 1$00200.b — ICS for
Single Resources and
Initial Action Incident

* 1§00393.a = Introduction
to Hazard Mitigation

* 1800453 = Introduction
to Homeland Security
Planning

* 1$00632.a — Introduction
to Debris Operations

« |§00634 — Introduction
to FEMA's Public

JUSTIN CAULEY

TEAM LEAD / GRANTS SPECIALIST

Justin has more than eight years of Emergency Management and Disaster Recovery experience.
Justin has supported disaster recovery projects in the states of Colorado, South Carolina, Texas,
and Puerto Rico. Responsibilties have included disaster case management, debris management,
grant management, and compliance monitoring and implementation. Mr. Cauley has provided
FEMA Public Assistance grant management services to Larimer County, Colorado and was
deployed to South Carolina following the February 2014 Severe Ice Storm where he assisted

In field inspection and verification ensuring all contractors complied with FEMA requirements.
Mr. Cauley served as a Disaster Case Manager Supervisor providing comprehensive mobility
counseling and disaster case management services to eligible homeowners under the U.S.
Department of Housing and Urban Development's Community Development Block Grant
Disaster Recovery Program within the Deep East Texas Council of Governments (DETCOG)
(67 Applicants) and Liberty County, Texas (116 Applicants). In this role Justin worked with

Low to Moderate Income Homeowners, the Texas General Land Office, Real Estate Agents,
Subrecipients and their Legal Team, Insurance Agencies, Title Companies, Gas/Electric Companies,
Builders, and Inspectors in order to ensure all parties worked together in a timely manner to
successfully assist Applicants, as well as comply with the program guidelines set forth by HUD
and GLO.

EXPERIENCE

* Coronavirus Relief Fund (CRF) analysis for the Hurricane Laura debris
Grant Management, Seward County, clean up project. Justin has overseen the
Finney County, and Neosho County, documentation, reconciliation, and invoicing
KS. Process Engineer. Justin serves as of over 2.6 million cubic yards of debris

process engineer tasked with creation and + Hurricane Maria — Puerto Rico

maintenance of program processes and Justin served as the lead subject matter

workflows supported by data management expert and program manager for the

systems for Neosho, Seward, and Finney implementation of the Uniform Relocation
Act (URA) across the Puerto Rico
Department of Housing (PRDOH) CDBG-

DR portfolio of 26 programs.

County's suite of programs aimed at
recovery and ongoing mitigation of impacts
of COVID-19, including programs providing
assistance to individuals and households,
grants to small businesses, FEMA match, Pabst estat chil Cos
served as a supervisor for the data
collection and QA/QC of debris tickets

for all off-system roadways for Gulf

and grants to non-profits and government
entities to design and administer recovery
initiatives. ;

County, Florida. He also worked with the

* Hurricane Laura: Louisiana Districts contractors performing right-of way clean-

2,3,7, and 8, Data Manager justin serves

up to reconcile all tickets and prepare and
a Supervisor overseeing QC/QC and data

finalize each invoice for reimbursement.

@

City of Nashua

Central Purchasing
229 Main Street
Nashua NH 03060
603-589-3330 Fax: 603-589-3344

June 9, 2016

Memo #16-164

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: NTS FIXED ROUTE CNG BUS PROCUREMENT (VALUE $3,966,832)
DEPARTMENT: 186 NASHUA TRANSIT ; FUND: GRANT FUNDS
ACCOUNT CLASSIFICATION: 81 MAJOR CAPITAL OUTLAY

Please see attached communication from Sarah Marchant, Community Development Division
Director, dated June 1, 2016 for information related to this purchase request.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual
services, except as otherwise provided herein, when the estimated cost thereof shall exceed
$10,000 shall be purchased by formal, written contract from the lowest responsible bidder,
after due noticc inviting bids.

Sarah Marchant, Director of Community Development and the Purchasing Department
recommend the award of this contract to Gillig LLC of Hayward, CA in the amount of

$3,966,832.

Respecttfull
Mofo
*D

an Kooken
Purchasing Manager

Ce: S. Marchant J. Graziano