Finance Committee

Nothing in this Contract shall be construed to provide Seller with a right of payment over
any other entity. Any funds obligated by the City under this Contract that are not paid to
Seller shall automatically revert to the City’s discretionary control upon the completion,
termination, or cancellation of the Contract. The City shall not have any obligation to re-
award or to provide, in any manner, the unexpended funds to Seller, except for those
payments which are owed to the Seller due to amounts incurred by the Seller up to and

23. Drafting. City and Seller acknowledge and agree that the Contract
Documents have been negotiated at arm's length, that each party has been represented by
independent counsel and/or has had an opportunity to consult with and be represented by
independent counsel, that the Contract Documents are deemed to be drafted by both
parties, that no one party shall be construed as the drafter of the Contract Documents, and
that any rule of construction that ambiguities are to be construed against the drafter shall

A party may change or supplement the addresses given above, or designate
additional addresses, for purposes of this section by giving the other parties written notice
of the new address in the manner set forth above.

Notwithstanding any provisions of this Contract, Seller shall not be relieved of
liability to City for damages sustained by City by virtue of any breach of this Contract by
Seller, and City may withhold any payments due to Seller until such time as the exact
amount of damages, if any, due City from Seller is determined. In the event of termination,
Seller shall be compensated as provided for in this Contract.

for employment from any employee of the Seller 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 Seller’s principals, officers, employees, agents, subcontractors, sub consultants,
vendors, or suppliers are expressly recognized to be within Seller’s control.

Seller shall be given an opportunity for consultation with the City prior to the effective date
of the termination.

Upon receipt of notice of termination for cause, Seller shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
. Provide the City with a list of all unperformed services.

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

following Seller's delivery of the Electric Hybrid Low Floor Cutaway Vans as required by
Section 6 of this Contract, the Electric Hybrid Low Floor Cutaway Vans shall be deemed
accepted.

3. Term of Contract. This Contract shall be effective as of the Effective Date
executed and shall terminate three (3) years from the Effective Date or after the optional
Van has been purchased and delivered, whichever is later, unless earlier terminated or
extended as provided for herein. Provided, however, that in no event shall the term of this
Contract be for longer than 3 years.

Contract
12/16/20

CITY OF NASHUA CONTRACT FOR
THE SALE OF GOODS

° Community Development 589-3095
C ity of Nash ua Planning and Zoning 589-3090

. sone Building Safety 589-3080
Community Development Division Code Enforcement 589-3100
City Hall, 229 Main Street, PO Box 2019 Can rogram mission cbscnine
Nashua, New Hampshire 03061-2019 Transportation 880-0100
www.nashuanh.gov FAX 589-3119

Date: December 16, 2020
To: Jim Donchess, Mayor
From: Camille Pattison, Transportation Manager

Re: Finance Committee — Sole Source Purchase for 2 Electric Hybrid Vans