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Finance Committee - Agenda - 3/2/2022 - P23

By dnadmin on Sun, 11/06/2022 - 21:40
Document Date
Thu, 02/24/2022 - 13:47
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 03/02/2022 - 00:00
Page Number
23
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__030220…

THIS FORM MUST BE SUBMITTED WITH ALL RESPONSES TO IFB

In compliance with your BID, we hereby submit our BID for the above project. Having examined the plans and specifications
and being familiar with all of the conditions surrounding the construction of the proposed project, including the availability
of materials and labor, we hereby propose to furnish all supervision, labor, materials and supplies, and to construct the
project in accordance with the contract documents, dated ANU 2022 ——~—— Including
Addenda(s) noted below. ,

EXPERIENCE AND QUALIFICATIONS:

Contractor’s Qualification Statement: Provide a list of Bidder, completed or currently under production, construction
projects that details experience on similar projects of scope, size & scale.

City Projects: Provide a list of project awards Bidder has received from the City of Nashua in the past 5 years. Please
include project detail, City department and City project lead.

References: include at least 3 professional references (business name, contact, email address & phone number).
References may be contacted as part of our preliminary bid review to assist project committee in assessing Bidder

qualifications. Current City of Nashua personnel and elected officials shall not be used as references.

Acknowledgement is made of receipt of the following addenda(s): \

BID GUARANTEE: Attached here is a bid guarantee in the form of C “dick Bend in the amount of 5%
(five percent) of the Total Base Bid Amount.

If notice of acceptance of this bid is given to the undersigned within ninety 90 days after the date of opening of bids, or
any time thereafter before this bid is withdrawn, the undersigned will execute and deliver a contract in the prescribed
form within 10 days after the contract has been presented to them for signature.

Immigration Reform and Control Act of 1986: The undersigned certifies that it does not and will not during the
performance of this Contract violate the provisions of the Federal Immigration Reform and Control Act of 1986, which
prohibits employment of illegal aliens.

DISQUALIFICATION OF CONTRACTORS: By signing this bid, the undersigned certifies that this person/firm/corporation is
not currently barred from bidding on contracts by any Agency of the State of New Hampshire, nor is this

person/firm/corporation a part of any firm/corporation that is currently barred from bidding on contracts by any Agency
of the State of New Hampshire.

Either the undersigned or one of the following individuals, if any, is authorized to modify this bid prior to the deadline for
receipt of bids by writing the modification and signing their name on the face of the bj Ypene envelope in which it is
enclosed, on a separate document, or on a document which is faxed to the City, Vin the City's representative

an e-mail message: a
Reabor bk ~ Bushro\\ _Resitont Z
Sums ne VAN Ne, Corowerthon [ [©
ZA ConsttulmaA Der! ]
_fudsem WIA 6%05)

IFBO660-020922 2022 PAVING PROGRAM Pagel5of5

Page Image
Finance Committee - Agenda - 3/2/2022 - P23

Board Of Aldermen - Agenda - 7/13/2021 - P31

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
31
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_a__071320…
Page Image
Board Of Aldermen - Agenda - 7/13/2021 - P31

Board Of Aldermen - Agenda - 7/13/2021 - P32

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
32
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_a__071320…

Office of the City Clerk

City of Nashua

229 Main Street Susan Lovering
Nashua, NH 03061-2019 City Clerk
(603) 589-3010, Option #5 Allison D. Waite
CityClerkDept@NashuanH.Gov Deputy City Clerk

MEMORANDUM

TO: Board of Aldermen

FROM: Susan K. Lovering, City cree WU

DATE: June 16, 2021

RE: Issuance of Warrant to Chief of Police for Unlicensed Dogs

Pursuant to RSA 466:14, the Board of Aldermen shall annually issue a warrant to the local
official authorized to issue a civil forfeiture. Therefore, this memorandum serves as a formal
request that the Board of Aldermen commit the warrant to the Chief of Police so that either he or
his designee may issue the Notice of Civil Forfeiture to those dog owners who have failed to
renew or license their dog(s) as required under state law.

As areference for this licensing year, a total of 9,751 notices were sent, both by email and first
class mail, to the owners of 10,681 dogs. In May, we sent reminder postcards to those who had
not yet licensed their dogs.

Those owners identified on the warrant will be notified that they are required to license their
dog(s) and pay a $25 civil forfeiture fee per dog and a $7 cost of service fee within 15 calendar
days of said notice. To provide every opportunity for our residents to bring their accounts

current and avoid additional fees, our offices will begin to reach out to them by phone in the
upcoming weeks.

Thank you for your attention to this matter.

ce: Chief of Police Michael Carignan
Mayor James W. Donchess

Page Image
Board Of Aldermen - Agenda - 7/13/2021 - P32

Board Of Aldermen - Agenda - 7/13/2021 - P33

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
33
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_a__071320…

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: June 30, 2021

Re: Multi-Year Contract Award — Copier Leases and Maintenance

Pursuant to NRO: § 5-74/B: A contract that extends from the current fiscal year into succeeding

fiscal year{s) in which no funds have been appropriated ‘nor-otherwise designated for this purpose
shall be approved by the full Board. of: Aldermen before the contract t shall become binding on the

City. eee,

The Finance Committee has approved ‘and placed on file the notification of the award of the
referenced contract. at the July 7; 2021 meeting. and: as “such | am requesting the full Board of
Alderman approve. the following, contract:.: - :

; (eases & maintenance efor replacement ¢ copiers for: the following

item:
offices: DPW: Engineering, Alderman’ 's Office, mmunity
Development: {2: machines) and Risk Management - ad :
Value: » $592.94 per month for 60 months to total $35, 576.40 9.
Vendor: =. 2. Leases from Xerox Financial Servi ces, Maintenance from Conway
: : ah » Technology Group cop TR na :
Purchasing Memo#: - 22-141 dated June 23, 2021 ae
Contract Terr the ‘s years es
Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNT.gov
wun NashiaNyH anv

Page Image
Board Of Aldermen - Agenda - 7/13/2021 - P33

Board Of Aldermen - Agenda - 7/13/2021 - P34

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
34
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_a__071320…

City of Nashua

Purchasing Department

Administrative Services Division (603} 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233
June 30, 2024
Memo #22-141
TO: Mayor Donchess
Finance Committee
SUBJECT: 4 Muitiyear Copier Leases and Maintenance in the amount not to exceed $35,576.40

funded from accounts 54421 Copier Maintenance

Please see attached communications from Kimberly Kleiner, Director of Administrative Services, dated June
14, 2021 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Leases & maintenance for replacement copiers for the foilowing offices: DPW
Engineering, Aiderman’s Office, Community Development {2 machines) and Risk
Management

Value: $592.94 per month for 60 months to total $35,576.40

Vendar: Leases are through Xerox Financial Services, Maintenance is from Conway
Technology Group

Department: 122 Information Technology
Source Fund: 54421 Copier Maintenance

Ordinance: Pursuant to § 5-84 Special purchase procedures A/(3) Purchases which can be
procured through cooperative intergovernmenta!l purchase agreements with
other governmental jurisdictions

The Administrative Services Division: Information Technology, and the Purchasing Department
respecttully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: K Kleiner
J Graziano

Page Image
Board Of Aldermen - Agenda - 7/13/2021 - P34

Board Of Aldermen - Agenda - 7/13/2021 - P35

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
35
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_a__071320…

City of Nashua

Information Technology Department (603) 589-3300
Administrative Services Division Fax (603) 594-3434
229 Main Street - Nashua, NH 03060

To: Mayor Donchess
Board of Aldermen

Date: June 14, 2021
Re: Conway Office Xerox Lease & Maintenance Renewal
This request is for the Conway 60 Month FMV Lease Renewal/replacement for the existing Xerox

devices. Total: $35,576.40. Funding is General Fund, Property Services, Copier Maintenance
Contracts: 22.1.500 ~ 54421. Reg#72537.

Kimberly Kleiner
Administrative Services Director

Ce: K. Parkinson

Page Image
Board Of Aldermen - Agenda - 7/13/2021 - P35

Board Of Aldermen - Agenda - 7/13/2021 - P36

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
36
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_a__071320…

-Xerox Company

[Delivery Date:

TBD

BILL TO

Of Nashua - C0257:100912

UNS #
wddress:
\ddress 2:

Main St

P; Nashua, NH 03060

thone/Fax

Sa
um

603-589-3783

P.O. # Tax Exempt #

Equipment

097
497K 17750

100514514

497K 16430
7440

10051

097305019

:QUIPMENT TRADED IN:
Model:
Lease Co.:
:QUIPMENT TRADED IN:

Ace

Nashua

10 Capitol Street, Nashua, NH 03063

- Office Finisher
FAX-1LIN - Embedded 1-Line Fax w/ iFax

- pi

Xerox AltaLink H2

FAX-1LINE - 1 Line Fax
ransport Kit for B
- ness

AltaLink C8145
- - ax
OFC-81 - Office Finisher

SHIP TO
Of Nashua - CO257:100912
Contact:
229 Main St
$2:
P: Nashua, NH 03060
Phone/Fax 602-589-3183

Terms

© Net 10 O €.0.D.

Serial # Unit Price

f

Sales Order Breakdown: 60 Month FMV Lease

MUA

§ ent:
ce:
$0 base, 0 copies included, customer will

su
Does not include

Customer Trade-In

Lease #:

Customer Trade-In Competitive Buyout

2: AltaLink C8170: $157. onth

* $138.58/month

af

per copy in arrears

an

G ub Total
Competitive Buyout © Lease Trade-In

Setup, Delivery & Installation
# Trade-in

Sub Total
Lease Trade-In

Serial #

ED BY CONWAY TECHNOLOGY GROUP

Date:

Title:

CUSTOMER SIGNATURE

800-343-7777

Sales Order

v2020.01.15624

Accoun

Total
3;

9,422.40

39,576.40

35,576.40

Page Image
Board Of Aldermen - Agenda - 7/13/2021 - P36

Board Of Aldermen - Agenda - 7/13/2021 - P37

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
37
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_a__071320…

Terms and Conditions

1. Definitions. The first page of this Sales Order/Service Agreement is called the Cover Page. The Cover Page and these Terms and Concitions, along with a listing of
additional products on Schedule A (if attached), represent the agreement (the “Agreement’) between Conway Technology Group (“Company”) and the Customer, with
respect to the acquisition of thase Products identified on the Cover Page and/or Schedule A. “Products” shall mean the equipment (‘Equipment’) and any software
Throughout this Agreement the words "We," “Our," and 'Us" refer fo Company. The words "You" and “Your” refer to the Customer indicated on the reverse,

2. Scope. This Agreement may be executed for:

a) A SALE of Products. |? a SALE, Company hereby offers ta sell and Customer hereby agrees to purchase thase Products in the quantity and for the price indicated on
the Cover Page (and/or Schedule A). Payment terms are Cash on Delivery (‘COD’). Alternatively, if Customer has a verifiable credit account in good standing with
Company, Customer may elect to be invoiced for the Producis; or

b) A LEASE of Products. Ifa LEASE, Customer will execute a separate lease agreement which will fund the purchase of the Products in the quantity indicated on the
Cover Page for the benefit cf Customer, Upon execution of a lease agreement, the Customer shall be responsible to lessor to satisfy the terms and conditions of the
lease. If, however, a lease agreement cannotbe executed within 15 days of Customer’s execution of this Agreement, Customer must immediately pay cash for the
Products or return the Products to Company in Like New condition.

3. Delivery and installation, Unless specified otherwise on the Cover Page, the Company shall deliver and insta!l the Products at the location specified by Customer on
the Cover Page unless: (1) Customer has not made available at that address a suitable place of installation as specified by the Company; or (2} Customer has not made
available suitable electrical service in accordance with the Underwriter’s Lab (“UL’) requirements. All risk of loss will transfer to the Customer upon delivery.

4, Taxes, Unless specifically set forth on the Cover Page where indicated, payments are exclusive of ail state and local sales, use, excise, privilege and similar taxes.
You will pay when due, either directly or to Us upon demand, ali taxes, fines and penalties relating to this Agreement that are now or in the future assessed or levied.

5, Limited License to Use Software, Company grants (and is hereby authorized by its licensor's to grant} you a non-exclusive, non-transferable ficense to use in the
U.S.: (a) software and accompanying documentation ("Base Software’) only with the Equipment with which it was delivered; and (b) Software that is set forth as a
separate line item in this Agreement (“Application Software’) (including its accompanying documentation), as applicable, for as long as you are current in he payment of
all applicable software license fees. "Base Software" and "Application Software" are referred fo collectively as "Licensed Sofware", You have no other rights and may
not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (2) activate Licensed Software delivered with ihe Equipment in
an inactivated state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Licensed Sofiware will reside solely with Company and/or its
licensors (who will be considered third-party beneficiaries of this Section). Licensed Software may contain code capable of automatically disabling the Equipment.
Disabling code may be activated if: (x} Company is denied access to periodicaily reset such code; (y} you are notified of a default under this Agreement: or (z) your
license is terminated or expires. The Base Software license will terminate: (i) if you no longer use or possess the Equipment; or {ii} upon {he expiration or termination of
any applicable lease which accompanies this Agreement, unless you have exercised your option to purchase the Equipment. Neither Company nor iis licensors warrant
that Licensed Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply io Diagnostic Software or to Licensed
Software/documentation accompanied by a clickwrap or shrink-wrap license agreement or otherwise made subject fo a separate license agreement,

6, Warranty. You acknowledge that the Products covered by this Agreement was selecied by You based upon Your own judgment. COMPANY MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR iMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-
INFRINGEMENT; IMPLIED WARRANTIES OF MERCHANTABILITY; OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND
UNRESERVEDLY EXCLUDED.

7. Limitation of Liability. In no event, shall Company be liable for any indirect, special, incidental, consequential damages, loss of profits, ar punitive damages whether
based in contract, tort, or any other legal theory and irrespective of whether Company has notice of the possibility of such damages.

8. Default: Remedies. Any of the following events or conditions shall constitute an Event of Default under this Agreement: (a) failure io make paymeni when due of any
indebtedness to Company cr for the Products, whether or not arising under this Agreement, without notice or demand by Company; (b) breach by You of any obligation
herein; or (c} if You cease doing business as a going concern. If You default, Company may: (1} require You fo immediaiely pay any remaining unpaid balance of the
Agreement, (2) terminate any and all agreements with You, and/or (3) pursue any olher remedy permitted at law or in equity. You agree ihat any delay or failure of
Company io enforce its righis under this Agreement does not prevent Company from enforcing any such right at a later time. All of Company's rights and remedies
survive the termination of this Agreemeni.

9. Indemnification. You are responsible for and agree to indemnify and hold Us harmless from, any and all (a) losses, damages, penalties, claims, suits and actions
(collectively, “Claims”), whether based on a theory of contract, tort, strict liability of otherwise caused by or related to Your use or possession of the Products, and (b) all
costs and attorneys’ fees incurted by Us relating to such claim.

10. Electronic Execution. An electronically transmitted version of this Agreement may be considered the original and You will not have the right to challenge in court the
authenticity or binding efiect of any faxed or scanned copy or signature thereon,

11. Miscellaneous. (a) Choice of Law. This Agreement shall be governed by the jaws of the State of New Hampshire (without regard to the conflict of laws or principles
of such states); (b} Jury Trial. YOU EXPRESSLY WAIVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT; (c} Entire
Agreement. This Agreemeni constitutes the entire agreement between the parties with regards to the subject matter herein and supersedes all prior agreements,
proposals or negotiations, whether orai or written; (d} Enforceability. If any provision of this Agreement is unenforceable, illegal or invalid, the remaining provisions will
remain in full force and effect; (e) Amendments. This Agreement may not be amended or modified except by a writing signed by the parties; provided You agree that we
are authorized, withaut notice to You, to supply missing information or correct obvious errors provided that such change does not materially alter Your obligations; (f}
Farce Majeure. Company shall not be responsible for delays or inability to provide Products or Services caused directly or indirectly by strikes, accidents, climate
conditions, parts availability, unsafe travel conditions, or other reasons beyond our control; (g} Company has the right to modify/correct any clerical errors.

Page Image
Board Of Aldermen - Agenda - 7/13/2021 - P37

Board Of Aldermen - Agenda - 7/13/2021 - P38

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
38
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_a__071320…

Xerox Financial Services LLC

201 Mertitt 7 Lease Agreement

Norwalk, CT 06851

Supplier Name & Address: Conway Technology Group, A Xerox Company 10 Capitol St. Nashua, NH 03063
XEROX FINANCIAL SERVICES LLC - 201 Merritt 7, Norwalk, CT 06851
ne cnr foe CUSTOMER INFORMATION : os Jo Py
Full Legal Name: NASHUA, CITY OF (INC} Phone: 603-589-3183

Owner: Agreement Number:

Billing Address: 229 Main St. Contact Name:

City: Nashua State: NH Zip Cade: 03060 Contact Email:

Quantity | Model and Description _ - Quantity | Model and Description
2 Xerox AltaLink C8145 1 Xerox VersaLink B7030
i Xerox AltaLink C8170
4 Xerox VersaLink C7030

Equipment Location (if different from Billing Address):

. we t eque e etal B noted welt a OPTIO p othe e noted

Initial Term: 60 Lease Payment (plus applicable taxes}: S 592.94 m Fair Market Value Purchase Option (“FMV”)
{in months) Frequency: Monthly CL) Quarterly CO Annually (© $1 Purchase Option
panmeaanapnenyinins

BY YOUR SIGNATURE BELOW, YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO A NON-CANCELLABLE AGREEMENT AND THAT YOU HAVE READ AND AGREED TO ALL
APPLICABLE TERMS AND CONDITIONS SET FORTH ON PAGES 1 AND 2 HEREOF.

Authorized Signer X: Date: Federal Tax ID # (Required):

Print Name: Title:
oo eae Cea ea

Accepted By: Xerox Financial Services LLC Name and Title:
: Eee ee), Ce Se :. :

1, Definitions. The words “you” and “your” mean the iegal entity identified in “Customer Information” above, and “XFS,” “we,” “us”, “Owner” and “our” mean Xerox Financial Services LLC.
“Party” means you or XFS, and “Parties” means both you and XFS. “Supplier” means the entity identified as “Supplier” above. “Acceptance Date” means the date you irrevocably determine
Equipment has been delivered, installed and operating satisfactorily. “Agreement” means this Lease Agreement, including any attached Equipment schedule. “Commencement Date” will be
a date after the Acceptance Date, as set forth in our first invoice, for the purpose of facilitating an orderly transition and to provide a uniform billing cycle. “Discount Rate” means 3% per
annum. “Equipment” means the iterns identified in “Equipment” above and in any attached Equipment schedule, plus any Software {as defined in Section 3 hereof}, attachments, accessories,
replacements, replacement parts, substitutions, additians and repairs thereta. “Payment” means the Lease Payment specified above, Taxes and other charges you, Supplier and XFS agree will
be invoiced by XFS. “Maintenance Agreement” means a Separate agreement between you and Supplier for maintenance and support purposes. “Term” means the Interim Period, if any,
together with the Initial Term plus any subsequent renewal or extension terms. “UCC” means the Uniform Commercial Code of the State(s) where XFS must file UCC-1 financing statements
to perfect its security interest in the Equipment.

2. Lease, Payments and Late Payments. You agree and represent all Equipment was selected, configured and negotiated by you based upon your own judgment and has been, or is being,
supplied by Dealer, At your request, XFS has acquired, or will acquire, the same to lease to you under this Lease and you agree to lease the samme from XFS. The Initial Lease Term, which is
indicated above, commences on the Inception Date. You agree to pay XFS the first Lease Payment 45 days after the Commencement Date; each subsequent Lease Payment shall be payable
on the same date of each month thereatter. Payment of other amounts payable under this Lease, which may include charges you, Dealer and we agree wil! be invoiced by us, is due 45 days
after the invoice date therefor. if any payment is not paid in full within 10 days after its due date, you will pay a late charge of the greater of 3% of the amount due or $25, not to exceed
the maximum amount permitted by law. For each dishonored or returned payment, you will be assessed the applicable returned item fee, which shall not exceed $35. Restrictive covenants
on any method of payment will be ineffective.

3. Equipment and Software. To the extent that Equipment includes intangible property oy associated services such as software licenses, such intangible property shall be referred to as
“Software.” You acknowledge and agree that XFS is not the licensor of such Software, and therefore has no right, title or interest in it, and you will comply throughout the Term with any
license and/or other agreement (‘Software License”) with the supptier of the Software {“Software Supplier’), You are responsible for determining with the Supplier whether any Software
Licenses are required, and entering into them with Software Supplier(s) no Jater than 30 days after the Acceptance Date. YOU AGREE THE EQUIPMENT [5S FOR YOUR LAWFUL BUSINESS USE
IN THE UNITED STATES, WILL NOT BE USED FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES, AND IS NOT BEING ACQUIRED FOR RESALE. You will not attach the Equipment as a fixture
to real estate or make any permanent alterations to it.

4, Non-Canceliable Agreement. EXCEPT AS PROVIDED IN SECTION 20 HEREOF, THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED BY YOU PRIOR TO THE END OF THE INITIAL TERM.
YOUR OBLIGATION TO MAKE ALL PAYMENTS IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR
ANY REASON WHATSOEVER, IRRESPECTIVE OF THE PERFORMANCE OF THE EQUIPMENT, SUPPLIER, ANY THIRD PARTY OR XFS. Any pursued claim by you against XFS for alleged breach of
our obligations hereunder shall be asserted solely in a separate action; provided, however, that your obligations hereunder shall continue unabated.

5. End of Agreement Options. if a $1 Purchase Option is designated, you will be deemed to have exercised your option to purchase the Equipment as of the Acceptance Date. If an FMV
purchase option is designated, if you are not in default and if you provide no greater than 150 days and no less than 60 days’ prior written notice to XFS, you may, at the énd of the Initial Term
or any renewal term ("End Date”}, either (a) purchase all, but not less than all, of the Equipment by paying its fair market value, as determined by XFS in its sole but reasonable discretion
("Determined FMV"}, plus Taxes, or (b) return the Equipment within 30 days of the End Date, at your expense, fully insured, to a continental US location XFS shall specify. You cannot return
Equipment more than 30 days prior to the End Date without our consent. If we consent, we may charge you, in addition to all undiscounted amounts due hereunder, an early termination fee.
if you have not elected one of the above options, this Agreement shall renew for successive 1-month terms. Either party may terminate the Agreement as of the end of any 1-month renewal
term on 30 days' prior written notice and by taking one of the actions identified in (a) or (b} in the preceding sentence of this section. Any FMY purchase option shall be exercised with respect
to each item of Equipment on the day immediately following the date of expiration of the Term of such item, and by the delivery at such time by you to XFS of payment, in form acceptable
to XFS, of the amount of the applicable purchase price. Upon payment of the applicable amount, XFS shall transfer our interest in the Equipment to you on an “AS 1S, WHERE tS,” “WITH ALL
FAULTS” basis, without representation or warranty of any kind.

6. Equipment Delivery and Maintenance. You should arrange with Supplier to have the Equipment delivered to you at the location(s) specified herein, and you agree to execute a Delivery &
Acceptance Certificate at XF5’s request (and confirm same via telephone and/or electronically) confirming when you have received, inspected and irrevocably accepted the Equipment, and
authorize XFS to fund the Suppiier for the Equipment. If you fail to accept the Equipment, you shall no longer have any obligations hereunder; however, you remain liable for an

Page Image
Board Of Aldermen - Agenda - 7/13/2021 - P38

Board Of Aldermen - Agenda - 7/13/2021 - P39

By dnadmin on Mon, 11/07/2022 - 06:59
Document Date
Fri, 07/09/2021 - 14:02
Meeting Description
Board Of Aldermen
Document Type
Agenda
Meeting Date
Tue, 07/13/2021 - 00:00
Page Number
39
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8. Equipment Return. If the Equipmentis returned to XFS, it shall be in the same condition as when delivered to you, except for “ordinary wear and tear” and, if not in such condition, you will
be liabie for ali expenses XFS incurs to return the Equipment to such condition. IT IS SOLELY YOUR RESPONSIBILITY TO SECURE ANY SENSITIVE DATA AND PERMANENTLY DELETE SUCH DATA
FROM THE iNTERNAL MEDIA STORAGE PRIOR TO RETURNING THE EQUIPMENT TO XFS. YOU SHALL HOLD XFS HARMLESS FROM YOUR FAILURE TO SECURE AND PERMANENTLY DELETE
ALL SUCH CUSTOMER DATA AS OUTLINED IN THIS SECTION.

9. Assignment. YOU MAY NOT ASSIGN, SELL, PLEDGE, TRANSFER, SUBLEASE OR PART WITH POSSESSION OF THE EQUIPMENT, THIS AGREEMENT OR ANY OF YOUR RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT (COLLECTIVELY “ASSIGNMENT”} WITHOUT XFS’S PRIOR WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD, BUT SUBJECT TO THE SOLE EXERCISE
OF XFS’S REASONABLE CREO!T DISCRETION AND EXECUTSON OF ANY NECESSARY ASSIGNMENT DOCUMENTAZION, If XFS agrees to an Assignment, you agree to pay the applicable assignment
fee and reimburse XFS for any costs we incur in connection with that Assignment, which in the aggregate shall not exceed $250. XFS may sell, assign or transfer al! or any part of the Equipment,
this Agreement and/or any of our rights (but none of our obligations except for invoicing and tax administration} hereunder. XFS’s assignee will have the same rights that we have to the
extent assigned. YOU AGREE NOT TO ASSERT AGAINST SUCH ASSIGNEE ANY CLAIMS, DEFENSES, COUNTERCLAIMS, RECOUPMENTS, DR SET-OFFS THAT YOU MAY HAVE AGAINST XFS, and you
agree to remit Payments to such Assignee if so designated. XFS agrees and acknowledges that any Assignment by us will not materially change your obligations hereunder.

10. Taxes. XFS acknowledges that you currently meet the requirements to be designated as a tax-exempt entity; however, if such tax-exempt status is no longer applicable, you will be
responsible for the tax obligations set forth in the remainder of this Section, as follows: You will be responsible for, indemnify and hold XFS harmless from, all applicable taxes, fees or
charges (including sales, use, personal property and transfer taxes (other than net income taxes), plus interest and penalties) assessed by any governmental entity on you, the Equipment, this
Agreement, or the amounts payable hereunder {collectively, “Taxes”), which will be included in XFS’s invoices to you unless you timely provide continuing proof of your tax exernpt status.
Regardless of your tax-exempt status, XFS reserves the right to pass through, and you agree to pay, any such Taxes that are actually assessed by the applicable State on XFS as lessor of the
Equipment. For jurisdictions where certain taxes are calculated and paid at the time of agreement initiation, you authorize XFS to finance and adjust your Payment to include such Taxes over
the Term. Unless and until XFS notifies you in writing to the contrary, the following shall apply to personal property taxes and returns. lf an FMV purchase option is appticable, XFS will file all
personal property tax returns covering the Equipment, pay the personal property taxes levied or assessed thereon, and collect from your account all personal property taxes on the Equipment.
lf a $1 purchase option is applicable, you will file all persona! property tax returns covering the Equipment, pay the personal property taxes levied or assessed thereon, and provide us proof
thereof upon our request. XFS MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE TAX OR ACCOUNTING TREATMENT OF THIS AGREEMENT.

11. Equipment Warranty Information and Disclaimers. XFS HAS NO INVOLVEMENT EIN THE DESIGN, MANUFACTURE, SALE, DELIVERY, INSTALLATION, USE OR MAINTENANCE OF THE
EQUIPMENT. THEREFORE, XFS DISCLAIMS, AND YOU WAIVE SOLELY AGAINST XFS, ALL EQUIPMENT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE, AND XFS MAKES NO REPRESENTATIONS WHATSOEVER, INCLUDING, BUT NOT
LIMITED TO, THE EQUIPMENT’S SUITABILITY, FUNCTIONALITY, DURABILITY OR CONDITION. Since you have selected the Equipment and Supplier, you acknowledge that you are aware of
the name of the manufacturer of each item of Equipment, Supplier’s contact information, and agree that you will contact manufacturer and/or Supplier for a description of any warranty
rights you may have under the Equipment supply contract, sales order, or otherwise. Provided you are not in default hereunder, XFS hereby assigns to you any Equipment warranty rights we
may have against Supplier or manufacturer, If the Equipment is returned to XFS or you are in default, such rights are deemed reassigned by you to XFS. IF THE EQUIPMENT 1S NOT PROPERLY
INSTALLED, DOES NOT OPERATE AS WARRANTED, BECOMES OBSOLETE, ORS UNSATISFACTORY FOR ANY REASON WHATSOEVER, YOU SHALL MAKE ALL RELATED CLAIMS SOLELY AGAINST
MANUFACTURER OR SUPPLIER AND NOT AGAINST XFS, AND YOU SHALL NEVERTHELESS CONT/NUE TO PAY ALL PAYMENTS AND OTHER SUMS PAYABLE UNDER THIS AGREEMENT.

12, Liability and Indemnification. XFS iS NOT RESPONSIBLE FOR ANY LOSSES, GAMAGES, EXPENSES OR INJURIES OF ANY KIND OR TYPE, INCLUDING, BUT NOT LiMITED TO, ANY SPECIAL,
INGIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (COLLECTIVELY, “CLAIMS"} TO YOU OR ANY THIRG PARTY CAUSED BY THE EQUIPMENT OR ITS USE. To the extent permitted
by applicable law, you assume the zisk of liability for, and hereby agree to indemnify and hold safe and harmless, and covenant to defend, XFS, its employees, officers and agents from and
against: {a} any and all Claims (including legal expenses of every kind and nature) arising out of the acceptance or rejection, ownership, leasing, possession, operation, use, return or other
disposition of the Equipment; and (b) any and all ioss or damage of or to the Equipment. Neither sentence in this Section shall apply to Claims arising directly and proximately from XFS’s gross
negligence or willful misconduct.

13. Default and Remedies. You will be in default hereunder if XFS does not receive any Payment within 1D days after its due date, or you breach any other material obligation hereunder or
any other agreement with XFS. if you default, and such default continues for 30 days after XFS provides notice to you, XFS may, in addition to other remedies {including disabling of repossessing
the Equipment and/or requesting Suppiier to cease performing under the Maintenance Agreement), immediately require you to do one or more of the following; (a) as liquidated damages
for loss of bargain and not as a penalty, pay the sum of (i) alf amounts then past due, plus interest from the due date until paid at the rate of 1.595 per month; (ii) the Payments remaining in
the Term (including the fixed maintenance component thereof, if permitted under the Maintenance Agreement), discounted at the Ciscount Rate to the date of default, (iii) the Equipment’s
booked residual, and (iv) Taxes; and (io) require you to return the Equipment as provided in Sections 5 and 8 hereof. The substantially prevailing party shail pay ali reasonable costs, including
attorneys’ fees and disbursements, in any litigation to enforce this Agreement.

14, Risk of Loss and Insurance. You assume and agree to bear the entire risk of loss, theft, desteuction or other impairment of the Equipment upon delivery. You, at your own expense, (i) shall
keep Equipment insured against loss or damage ata minimum of full replacement value thereof, and {ii) shall casry liability insurance against bodily injury, including death, and against property
damage in the amount of at least $2 miltion (collectively, “Required Insurance”). All such Equipment loss/damage insurance shall be with lender's loss payable to “XFS, its successors and/or
assigns, as their interests may appear,” and shall be with companies reasonably acceptable to XFS. XFS shall be named as an additional insured

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