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ARTICLE 8 - CONTRACTOR

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Execution of the Contract by the CONTRACTOR is a representation that the CONTRACTOR
has visited the site, become familiar with local conditions under which the Work is to be
performed and correlated personal observations with requirements of the Contract Documents.
The CONTRACTOR shall carefully study and compare the Contract Documents with each
other and with information furnished by the OWNER. Before commencing activities, the
CONTRACTOR shall: (1) take field measurements and verify field conditions; (2) carefully
compare this and other information known to the CONTRACTOR with the Contract
Documents; and (3) promptly report errors, inconsistencies or omissions discovered to the
OWNER.

Within ten (10) days of notification of award, and prior to commencement of work, the
CONTRACTOR shall obtain and forward to OWNER a 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.

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.

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‘14, The CONTRACTOR shall be responsible for cutting, fitting or patching required to complete

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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 1(one) year, 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

P Normal wear and tear under normal usage.

ARTICLE 9 —- CHANGES IN THE WORK

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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.

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 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 10 — TIME

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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

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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.

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.

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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.

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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 shall 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.

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.

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ARTICLE 12— RETAINAGE

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

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

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

G. 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.

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

ARTICLE 13— PROTECTION OF PERSONS AND PROPERTY

The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety
precautions and programs, including all those required by law in connection with performance of the
Contract. The CONTRACTOR shall promptly remedy damage and loss to property caused in whole
or in part by the CONTRACTOR, or by anyone for whose acts the CONTRACTOR may be liable.

ARTICLE 14 —- CORRECTION OF WORK

1. The CONTRACTOR shall promptly correct Work rejected by the OWNER as failing to
conform to the requirements of the Contract Documents. The CONTRACTOR shall bear the
cost of correcting such rejected work.

1. 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.

2. If the 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 15 — 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

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the attention of CONTRACTOR at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City. If OWNER determines that a conflict exists and was not
disclosed to the City, it may terminate the contract at will or for cause.

ARTICLE 16 —- 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 all 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.
iS 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 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.

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é, 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 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.

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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. If additional 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.

OWNER (signature) CONTRACTOR (signature)

James Donchess, Mayor

(Printed Name and Title) (Printed Name and Title)

Date

Date

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a

a THE CITY OF NASHUA the Gate City?

Financial Services
P archating Departurent

March 3, 2016

RFPO609-031116
CITY OF NASHUA LED STREET LIGHTING CONVERSION PROJECT
ADDENDUM #1

Information included in this document becomes a part of the original RFP.
Please sign below to indicate receipt of this additional information and include this page with your bid

submittal.

Addendum #1 is being issued to include additional and updated proposal requirements. This
document includes the Mandatory Pre-Bid Meeting Q & A. In addition attachments have been
provided for a revised Schedule B and new Schedules C, D and E.

All other aspects of the original document remain the same.

if C f a ,
pag yt Coa. _

Ban Kooken

City of Nashua - Purchasing Manager

Addendum #1 received and incorporated into bid submittal for RFPO609-031116

Please si include this addendum in your bid package.

(Authorized Signature}

3/10/2016
(Date)

Siemens Industry, Inc, Mobility Division. Intelligent Traffic Systems
(Name of Firm)

RFPOGO9-031116 Addendum 7 — City of Nashua LED Street Lighting Conversion Project Page f

229 Main Street « Nashua, New Hampshire 02060 » Phone (603) 589-3330 « Fax (603) 589-3344

RFPO609-031116
CITY OF NASHUA LED STREET LIGHTING CONVERSION PROJECT
MANDATORY PRE-BID MEETING Q&A

1. Specify the project timeline.
a. We would like the project done by the end of calendar year 2016 or sooner.

2. What are the Fixture Standards?
a. Please see “1. What constitutes an “accepted LED fixture?” in the attached “SCHEDULE

D, RATE EOL LED FAQ.”

3. Provide inventory of fixture types (decorative, cobra head, etc.).
a. The City does not have a street light inventory broken down by type. The Eversource
street light ledger may provide more guidance regarding this question.

4. Provide the Eversource street light ledger.
a. The Eversource street light ledger is attached as part of this addendum (see “SCHEDULE

C, EVERSOURCE STREET LIGHT LEDGER”).

5. Fuse clarification.
a. Eversource has fuses already incorporated into the power feed. Therefore, fixtures do

not require internal fusing.

6. Clarify work hours.
a. The City wants work to occur during regular working hours, with some overtime work as

needed. Noise ordinance hours are 7:00am to 8:00pm.

7. Specify maximum allowable work days per week.
a. Monday through Friday, with some pre-approved Saturday work.

8. Provide published Police regulations for Traffic Control.
a. Refer to the attached Schedule E Rules and Regulations for Street Encumbrance Permits.

9. Will there be an Eversource contact if bad arms, etc. are discovered?
a. Yes, Eversource will provide a dedicated contact for assistance and coordination with

this project.

10. Do LED fixtures require labeling?
a. Fixtures require a sticker that can be read from the ground indicating wattage. See other

terms in “SCHEDULE D, RATE EOL LED FAQ” attached with this addendum for further
description.

11. Clarify where to insert labor markup.
a. “SCHEDULE B, COST PROPOSAL SHEET TEMPLATE” has been updated with clarifications.

Labor markup related to installation to be included in “Installation Labor Unit Cost Per
Fixture” column.

RFPO609-031116 Addendum 1- City of Nashua LED Street Lighting Conversion Project Page 2 of 6
229 Main Street » Nashua, New Hampshire O3060 » Phone (603) 589-3330 « Fax (603) 589-3344

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Clarify where to insert material markup.
a. “SCHEDULE B, COST PROPOSAL SHEET TEMPLATE” has been updated with clarifications.

Fixture material markup to be included in “Material Unit Cost Per Fixture” column.

Are municipal parking lots, garages included?
a. No, the City is only interested in converting existing roadway lighting that is billed under

rate EOL.

Does Eversource have a light pole map?
a. Eversource has no map that identifies our streetlights. The ledger indicates street and

pole information. The city’s GIS application may be of some assistance for visual
reference.

Clarify contractor’s responsibility to dispose old fixtures.
a. The Contractor hires a disposal contractor. The Contractor needs to provide Eversource
a bill of lading for disposal with counts for lamps, ballasts, photo cells and fixture heads.
Confirmation of above needs to be made with Eversource Environmental staff

Eversource does not require return of any retired equipment.

Does the City want dimmability?
a. ts dimmability available on the fixures without smart controls? If so, what would the

cost be? Please include the cost of any upfit necessary for potential future mounting of
smart controls.

Will evaluation/selection criteria be weighted?
a. There is no formula for the evaluation of proposals. As stated in the RFP, the City will

evaluate proposals using “best value” criteria.

Clarify desired receptacle.
a. The City deems 5-pin receptacles as adequate if 7 pin is required for Smart Controls

please specify.

Is there a submittal page limit?
a. No.

Provide searchable PDF of RFP.
a. We provided the Word document of the RFP.

Clarify what to do for various mast arm conditions?
a. lf in acceptable/good condition, use existing mast arms.
b. If in need of replacement, work with Eversource to replace mast arm.

What is the existing software used for water metering?
a. Please contact Pennichuck Water works at 882-5191,

Does the City want retrofit kits?
a. No.

RFPOGOS-031116 Addendum 1- City of Nashua LED Street Lighting Conversion Project Page 3 of 6

229 Main Street » Nashua, New Hampshire 03060 * Phone (603) 589-3330 e Fax (603) 589-3344