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ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 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 part of the project and contract.

Upon receipt of notice of termination, aaandonment, or suspension at will, CONTRACTOR shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.

2. 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.

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the OWNER 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 OWNER any orders or subcontracts specified in the notice, and revoke agreements
specified in the notice.

4. 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.

15.02 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:

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

2. Provide the OWNER 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.

4.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.

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5. 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.

15.03 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. 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 its obligations hereunder to the extent that
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, subcontractors, consultants, vendors, or suppliers are expressly recognized to
be within CONTRACTOR's control.

ARTICLE 16 - DISPUTE RESOLUTION

16.01 Methods and Procedures

A. The parties shall attempt to resolve any dispute related to this contract as follows. Either party shall provide to the
other party, in writing and with full documentation to verify and substantiate its decision, its stated position
concerning the dispute. No dispute shall be considered submitted and no dispute shall be valid under this provision
unless and until the submitting party has delivered the written statement of its position and full documentation to the
other party. The parties shall then attempt to resolve the dispute through good faith efforts and negotiation between
the OWNER Representative and a CONTRACTOR Representative. At all times, CONTRACTOR shall carry on the work
under this contract and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the OWNER. If the parties are unable to resolve their dispute as described above within
30 days, the parties may request that the dispute be submitted to the Board of Public Works for resolution. If the
parties are dissatisfied with the decision of the Board of Public Works, the parties’ reserve the right to pursue any
available legal and/or equitable remedies for any breaches of this contract except as that right may be limited by the
terms of this contract.

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ARTICLE 17 - MISCELLANEOUS

17.01 Giving Notice

A. Whenever any provision of the Contact Documents requires the giving of written notice, it will be deemed to have
been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation
for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business
address known to the giver of the notice.

17.02 Computation of Times

A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first
and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day
made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.

17.03 Cumulative Remedies

A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to
the parties hereto are in addition to, and are not to be construed in any way as a limitation or, any rights and remedies
available to any or all of them which are otherwise imposed or available by Laws and Regulations, by special warranty
or guarantee, or by other provisions of the contract Documents, and the provisions of this paragraph will be as
effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation,
right, and remedy to which they apply.

17.04 Survival of Obligations

A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with
the Contract Documents, will survive final payment, completion, and an acceptance of the Work or termination or
completion of the Agreement.

17.05 Controlling Law
A. 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

17.06 Access to Records

A. At all times during regular business hours, CONTRACTOR shall provide full and free access to the OWNER, ENGINEER,
and State of New Hampshire to any books, documents, papers, and records related to the work for the purpose of
examination, audit, and duplication. The CONTRACTOR shall maintain all required accounts, records, and books for
three years after final completion of the work.

17.07 Road Closures and Traffic Delays

A. Partial or full closure of streets in order to facilitate construction will be permitted, or required by the ENGINEER in
accordance with the following:

1. If the CONTRACTOR proposes a closure, the CONTRACTOR notifies the OWNER in writing at least 5 days prior to
the proposed closure of his intent to close the road.

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2. At least 5 days prior to the proposed closure, the CONTRACTOR shall submit a detour traffic plan for each
location being detoured.

3. The CONTRACTOR shall install standard traffic control devices in accordance with the Detour Signage plan
provided in the bid documents and the Manual on Uniform Traffic Control Devices (MUTCD.)

4. The detour signage shall be covered when the road closure is not in effect.

B. CONTRACTOR shall notify the following agencies of any traffic delays or road closures three days in advance of the
work:

Nashua Police Department: (603) 594-3500
Nashua Fire Department: (603) 594-3652
School Bus Garage: (603) 594-4300
Nashua Solid Waste Department (603) 589-3410
Nashua Building Department (603) 589-3080

17.08 Prohibited Interests

A. 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, noncontractual, financial or otherwise, in this contract or in the
business of CONTRACTOR. If any such interest comes to the attention of CONTRACTOR at any time, a full and
complete disclosure of the interest shall be immediately made in writing to the OWNER. 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
OWNER determines that a conflict exists and was not disclosed to the OWNER, it may terminate the contract at will or
for cause in accordance with Article 15.02.

B. In the event Contractor (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 may terminate the contract at will or for cause in accordance with
paragraph 9. Upon termination, Contractor shall refund to the City any profits realized under this contract, and
Contractor shall be liable to the City for any costs incurred by the City in completing the work described in this
contract. At the discretion of the City, these sanctions shall also be applicable to any such conviction obtained after
the expiration or completion of the contract.

C. Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were offered or given by
Contractor to any officer or employee of the City 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 determines that such gratuities were or offered or given, it may terminate the contract at will
or for cause in accordance with Article 15.02.

D. 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 under this contract or at law.

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DIVISION 6

SUPPLEMENTARY CONDITIONS
PROSECUTION OF WORK

SUPPLEMENTARY CONDITIONS/PROSECUTION OF WORK

These Supplementary Conditions amend or supplement the Standard General Conditions of the
Construction Contract and other provisions of the Contract Documents as indicated below. All
provisions which are not so amended or supplemented remain in full force and effect.

1.

DESCRIPTION OF WORK

The contract work includes the limits on the various streets listed in the attached
summary. The specified pavement treatment is listed.

The City reserves the right to remove streets from the list, extend or shorten limits on
individual streets, or revise the specified pavement treatment on individual streets.

The City may also add additional streets to the contract work.

Should the net projection of the value of changes to the contract work exceed the
authorized amount, the OWNER will present a contract amendment proposal to
the CONTRACTOR.

CONTRACTOR RESPONSIBILITY FOR GRADING
The CONTRACTOR shall be responsible to assure that the finished pavement surface

will be smooth and will have positive drainage. CONTRACTOR shall be responsible to
assure that puddling will not occur in either the roadway, or on adjacent private property
as a result of CONTRACTOR operations. CONTRACTOR shall perform any
measurements needed in advance of excavation, cold planning, reclamation and paving
activities to assure adequate control needed for grading operations.

The ENGINEER may provide a proposed grading design to the CONTRACTOR for use
in areas to be reclaimed. If a proposed design or other guidance is not provided by the
ENGINEER, the CONTRACTOR shall perform grading of the reclaimed base material
to assure that the preconstruction gutter line is recreated. The ENGINEER may request
the use of grade stakes for grade control. Unless otherwise directed, roadway cross slope
on reclaimed streets shall generally be two percent with a centerline crown. In all cases,
roadway cross slopes on reclaimed streets shall not exceed four percent. Pavement cross
slope transitions shall be consistent with good practice generally accepted by New
Hampshire Department of Transportation.

If in the opinion of the CONTRACTOR, it is not possible to meet these grading
requirements at a particular location due to existing constraints, any such location shall
be identified to the ENGINEER in advance of milling, reclamation and/or paving
activities to allow the ENGINEER reasonable time to investigate and provide guidance
to the CONTRACTOR.

PAVEMENT MIX

NHDOT certified mix designs are required for all pavements.

All pavement mixes shall have a maximum Total Reused Binder (TRB) content of 0.5%
and meet all the volumetric mix design criteria.

Unless specified to be “high strength”, wearing courses shall be 75 gyration with PG 64-
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4.

28 and maximum aggregate size of 2 inch. Base and binder courses shall be 75 gyration
with PG 64-28 and maximum aggregate size of % inch.

High Strength Pavement wearing courses shall be 75 gyrations with PG 76-28 and
maximum aggregate size of % inch.

High strength wearing course pavement shall be used on the following roadways:
e East Dunstable Road
e East Hollis Street
e Main Street
e Medical Center Drive

The following course thicknesses shall be used:

2” Mill & Overlay
2” wearing course.

3.5” Mill & Overlay
1.5” wearing course over 2” binder course.

Reclamation
1.5” wearing course over 2” binder course.
2” wearing course over 3” binder course.

THER RKI TRACT AREA
Other City and utility work may be in progress within the project area during work in this
contract.

The CONTRACTOR shall strive to provide coordination with other work within the
project area to minimize disruption.

The CONTRACTOR shall notify the ENGINEER with as much advance notice as
reasonably possible of any concerns with other work in the project area.

In order to allow anticipated completion of work presently underway, work on this
contract shall not start on the following streets until after the date indicated:

Main Street.....00...0...00...0000000. June 1, 2021
Pine Street........0.0.0.0000 0.00000 eae June 1, 2021
Fifield Street.......0...00000.00000.0002. June 1, 2021
West Hollis Street.........0........... August 15, 2021

COORDINATION WITH UTILITIES
Dropping and adjustment of telephone, gas and water castings will be the responsibility
of Consolidated Communications, Liberty Utilities, and Pennichuck Water Works.

CONTRACTOR shall coordinate this effort with the respective utilities.

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TIE-IN AT SIDE ROAD
Where roadways are being milled to a depth of 3.5 inches, side road tie-in areas will be
milled to a depth of 2.0 inches.

INTERIM MILESTONES FOR SUBSTANTIAL MPLETI
The following Substantial Completion Milestones shall be met:

All roads, except those with delayed start dates (see Paragraph 4 - Other Work in
Contract Area), shall be binder paved by July 1“, 2021.

The entire length of all roadway segments shall be substantially complete by October 15,
2021.

COMPLETION OF WORK ON INDIVIDUAL STREETS
Streets specified as 2” mill and overlay shall have all ADA ramp work completed and be
final paved within three weeks of milling.

Streets specified as 3.5” mill and overlay or reclaim shall be binder paved within three
weeks of milling or reclamation. All ADA ramp work shall be completed within three
weeks after placement of binder pavement.

Streets shall be final paved within two weeks after structures have been raised to their final
elevation, and ADA ramp work has been completed.

Failure to pave individual streets within the specified time frames without reasonable
cause shall be considered nonperformance.

The ENGINEER may remove streets from the scope of the Contract should repeated
instances of nonperformance occur.

The determination of whether or not delay in paving individual streets occurred with
reasonable cause will be at the ENGINEER’s discretion.

WORK HOURS

Reference is made to Section 6.02 Labor; Working Hours of the General Conditions.

Normal working hours shall be from 7:00 AM to 5:00 PM Monday through Friday. No
weekend, holiday or night work will be allowed without advance written approval of the
City ENGINEER.

Permission is granted to extend the work hours to 7:00 AM to 5:00 PM for the following
streets listed in General Condition Section 6.02C.

East Hollis Street
East Dunstable Street
Main Street

Pine Hill Road

West Hollis Street

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10.

11.

12.

Recognizing the difficulty in maintaining traffic as well as access to abutting properties,
work on the following streets shall be performed at night: East Hollis Street, Main
Street, and Medical Center Drive.

If traffic and access to abutting properties cannot be maintained during daytime hours on
other streets in the contract to the OWNER’s satisfaction, CONTRACTOR may be
directed to perform the work at night at no additional cost.

Requests for work beyond those hours normally allowed on weekdays shall be made by
the CONTRACTOR at least 72 hours in advance.

Requests for work on Saturdays, Sundays and holidays shall be made at least one week in
advance.

CONTRACTOR should not assume requests for hours beyond the hours and days
normally allowed will be approved. Requests will be considered on a case by case basis.

ADJUSTMENT OF MANHOLES
Manholes shall be adjusted so that finished paving shall be flush with the manhole.

In the instance when manholes are set lower than adjacent pavement by an amount equal
to or greater than 2 inch measured with use of a straight edge, the ENGINEER will at
their sole discretion either require the structure to be readjusted at the CONTRACTOR’s
expense or not make any payment to the CONTRACTOR for the adjustment of the
structure.

In the instance when manholes are set lower than adjacent pavement by an amount less
than % inch measured with use of a straight edge, the ENGINEER may at their sole
discretion either require the structure to be readjusted at the CONTRACTOR’s expense or
not make any payment to the CONTRACTOR for the adjustment of the structure. This
determination will be made with consideration of the location of the manhole with respect
to vehicular, bicycle and pedestrian traffic.

TRACTOR’S REPRESENTATIVE
The CONTRACTOR shall designate a representative who will be available to respond to
emergency calls by the OWNER at any time day and night and on weekends and holidays
should such a situation arise.

Should the City determine action by the City is needed or other costs are incurred because
the CONTRACTOR’s Representative is not available, the City will back-charge the
CONTRACTOR for associated expenses.

HEDULING AND RDINATI
Reference is made to General Conditions Section 2.05, Before Starting Construction and
General Conditions Section 6.04, Progress Schedule.

Prior to the start of construction, the CONTRACTOR shall submit a comprehensive
schedule to the ENGINEER for review and acceptance.

The schedule will identify the number of crews and completion dates for all critical
elements of work.

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13.

14.

15.

Detailed updates of the schedule shall be submitted to the ENGINEER for review and
acceptance on at least a monthly interval. Updates shall show work through project
completion.

The OWNER may withhold progress payments if acceptable monthly schedule updates
are not submitted.

The CONTRACTOR shall not increase the number of crews assigned to the work as
identified in the schedule without providing at least one week advanced notice to the
ENGINEER.

SUPERINTENDENCE OF THE WORK

Reference is made to General Conditions Section 6.01, Supervision and Superintendence.

CONTRACTOR shall provide appropriate onsite superintendence of all aspects of the
work whether performed by the CONTRACTOR or by sub-contractors.

Qualified Superintendent(s) shall be assigned for all crews. Contact information will be
provided for all Superintendents.

USE OF GROUNDS

Any area outside the limits of the project area (right-of-way within project limits) which
the CONTRACTOR may require for storage of equipment and materials, or for other
purposes necessary in the performance of the Work, shall be secured by the
CONTRACTOR at their own expense. Materials, including excavation intended for
backfill, shall not be stored or stacked within any roadway clear zones, or in a manner
that obstructs adequate sight lines unless specifically permitted in writing by the
ENGINEER. The CONTRACTOR is responsible for providing security as required and
erosion controls at no cost to the City.

TRAFFI TROL PLA
Reference is also made to Section 17.07 Road Closures and Traffic Delays of the
General Conditions.

The following are considered part of the Traffic Control Plan:

1. Section 618 and 619 of the Standard Specifications.

2. Work Zone Traffic Control Standard Sheets*

3. Manual on Uniform Traffic Control Devices, (MUTCD), 2009 Edition,
including all current updates and official interpretations.

4. Positive Protection Guidance for Work Zones (PPGWZ)*

5. Flagger and Uniformed Officer Use in Work Zones Policy and Guidelines*

* Available online under Doing Business with DOT>CONTRACTORs at www.nh.gov/dot
or through the NHDOT Contracts office (603-271-3732).

The CONTRACTOR shall provide necessary traffic control devices to ensure the safety of
the workers, traveling public, and property owners on this project. The above referenced
specifications, guidelines, and provisions herein provide minimum requirements; the
CONTRACTOR may be directed to expand upon the Traffic Control Plan if conditions

warrant.
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