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2. The final Application for Payment shall be accompanied (except as previously delivered) by: (i) all
documentation called for in the Contract Documents, including but not limited to the evidence of insurance required
by subparagraph 5.04.B.7; (ii) consent of the surety, if any, to final payment; and (iii) complete and legally effective
releases or waivers (Satisfactory to OWNER) of all Lien rights arising out of or Liens filed in connection with the
Work.

3. In lieu of the releases or waivers of Liens specified in paragraph 14.07.A.2 and as approved by OWNER,
CONTRACTOR may furnish receipts or releases in full and an affidavit of CONTRACTOR that: (i) the releases and
receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls,
material and equipment bills, and other indebtedness connected with the Work for which OWNER or OWNER's
property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier
fails to furnish such a release or receipt in full CONTRACTOR may furnish a Bond or other collateral satisfactory to
OWNER to indemnify OWNER against any lien.

B. Review of Application and Acceptance

1. If, on the basis of ENGINEER's observation of the Work during construction and final inspection, and
ENGINEER's review of the final Application of Payment and accompanying documentation as required by the
Contract Documents, ENGINEER is satisfied that the Work has been completed and CONTRACTOR's other
obligations under the Contract Documents have been fulfilled, ENGINEER will, within ten days after receipt of the
final Application for Payment, indicate in writing ENGINEER's recommendation of payment and present the
Application for Payment to OWNER for payment. At the same time ENGINEER will also give written notice to
OWNER and CONTRACTOR that the Work is acceptable subject to the provisions of paragraph 14.09. Otherwise,
ENGINEER will return the Application for Payment to CONTRACTOR, indicating in writing the reasons for refusing
to recommend final payment, in which case CONTRACTOR shall make the necessary corrections and resubmit the
Application for Payment.

Cc. Payment Becomes Due

1. Thirty days after the presentation to OWNER of the Application for Payment and accompanying documentation,
the amount recommended by ENGINEER will become due and, when due, will be paid by OWNER to
CONTRACTOR.

14.08 Final Completion Delayed

A. If, through no fault of CONTRACTOR, final completion of the Work is significantly delayed, and if ENGINEER so
confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment and recommendation of
ENGINEER, and without terminating the Agreement, make payment of the balance due for that portion of the Work fully
completed and accepted. If the remaining balance to be held by OWNER for Work not fully completed or corrected is
less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in paragraph 5.01,
the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and
accepted shall be submitted by CONTRACTOR to ENGINEER with the Application for such payment. Such payment
shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of
Claims.

14.09 Waiver of Claims
A. The making and acceptance of final payment will constitute:

1. A waiver of all Claims by CONTRACTOR against OWNER other than those previously made in writing which are
still unsettled.

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ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 OWNER May Suspend Work

A. At any time and without cause, OWNER may suspend the Work or any portion thereof for a period of not more than
90 consecutive days by notice in writing to CONTRACTOR and ENGINEER which will fix the date on which Work will
be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR shall be allowed an
adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such
suspension if CONTRACTOR makes a Claim therefore as provided in paragraph 10.05.

B. If the performance of all or any part of the work is suspended, delayed or interrupted for an unreasonable period of

time by an act of the OWNER in administration of the Contract, or by the OWNER's failure to act within the time
specified in the Contract (or if no time is specified, within a reasonable time), the OWNER will make an adjustment for
any increase in the cost of performance of this Contract (excluding profit) necessarily caused by such unreasonable
suspension, delay or interruption and modify the Contract in writing. However, no adjustment shall be made under this
clause for any suspension, delay or interruption to the extent (1) that performance would have been so suspended,
delayed, or interrupted by any other cause, including the fault or negligence of the CONTRACTOR, or (2) for which an
equitable adjustment is provided for or excluded under any other provision of the Contract.

C. No claim under paragraphs 15.01.A or 15.01.B shall be allowed unless the amount claimed is asserted in writing as
soon as practicable after the termination of such suspension, delay or interruption, but no later than the date of
application for final payment under the contract.

15.02 OWNER May Terminate for Cause
A. The occurrence of any one or more of the following events will justify termination for cause:

1. CONTRACTOR's persistent failure to perform the Work in accordance with the Contract Documents (including,
but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to
the progress schedule established under paragraph 2.07 as adjusted from time to time pursuant to paragraph
6.04);

2. CONTRACTOR's disregard of Laws or Regulations of any public body having jurisdiction;
3. CONTRACTOR's disregard of the authority of ENGINEER; or
4. CONTRACTOR's violation in any substantial way — of any provisions of the Contract Documents.

B. If one or more of the events identified in paragraph 15.02.A occur, OWNER may, after giving CONTRACTOR (and
the surety, if any) seven days written notice, terminate the services of CONTRACTOR, exclude CONTRACTOR from
the Site, and take possession of the Work and of all CONTRACTOR's tools, appliances, construction equipment, and
machinery at the Site, and use the same to the full extent that could be used by CONTRACTOR (without liability to
CONTRACTOR for trespass or conversion), incorporate in the Work all materials and equipment stored at the Site or
for which OWNER had paid CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may
deem expedient. In such case, CONTRACTOR shall not be entitled to receive any further payment until the Work is
finished. If the unpaid balance of the Contract Price exceeds all claims, costs, losses, and damages (including but not
limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or
other dispute resolution costs) sustained by OWNER arising out of or relating to completing the work, such excess will
be paid to CONTRACTOR. If such claims, costs, losses, and damages exceed such unpaid balance, CONTRACTOR
shall pay the difference to OWNER. Such claims, costs, losses, and damages incurred by OWNER will be reviewed by
ENGINEER, incorporated in a Change Order. When exercising any rights or remedies under this paragraph OWNER
shall not be required to obtain the lowest price for the Work performed.

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C. Where CONTRACTOR's service have been so terminated by OWNER, the termination will not affect any rights or
remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment
of moneys due CONTRACTOR by OWNER will not release CONTRACTOR from liability.

15.03 OWNER May Terminate For Convenience

A. Upon seven days written notice to CONTRACTOR and ENGINEER, OWNER may, without cause and without
prejudice to any other right or remedy of OWNER, elect to terminate the Contract. In such cases, CONTRACTOR shall
be paid (without duplication of any items):

1. For completed and acceptable Work executed in accordance with the Contract Documents prior to the
effective date of termination, including fair and reasonable sums for overhead and profit on such Work;

2. For expenses sustained prior to the effective date of termination in performing services and furnishing labor,
materials, or equipment as required by Contract Documents in connection with uncompleted Work, plus fair and
reasonable sums of overhead and profit on such expenses;

3. For all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers,
architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred
in settlement of terminated contracts with Subcontractors, Suppliers, and others; and

4. For reasonable expenses directly attributable to termination.

B. CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising
out of or resulting from such termination.

C. This Contract may be terminated in whole or in part in writing by the OWNER for its convenience, provided that the
CONTRACTOR is given written notice (delivered by certified mail, return receipt requested) of intent to terminate, and
an opportunity for consultation with the terminating party prior to termination.

D. If termination for default is effected by the OWNER, and equitable adjustment in the price provided for in this
Contract shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work,
and (2) any payment due to the CONTRACTOR at the time of termination may be adjusted to cover any additional
costs to the OWNER because of the CONTRACTOR's default. If termination for default is effected by the
CONTRACTOR, or if termination for convenience is effected by the OWNER, the equitable adjustment shall include a
reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for
payment to the CONTRACTOR for services rendered and expenses incurred prior to the termination, in addition to
termination settlement costs reasonably incurred by the CONTRACTOR relating to commitments which had become
firm prior to the termination.

E. Upon receipt of a termination action under paragraphs 15.03.C or 15.03.D above, the CONTRACTOR shall (1)
promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available
to the OWNER all data, Drawings, Specifications, reports, estimates, summaries and such other information and
materials as may have been accumulated by the CONTRACTOR in performing this Contract, whether completed or in
process.

F. Upon termination under paragraphs 15.03.C or 15.03.D above, the OWNER may take over the work and may award
another party a contract to complete the work under this Contract.

G. lf, after termination for failure of the CONTRACTOR to fulfill contractual obligations, it is determined that the
CONTRACTOR had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the
convenience of the OWNER. In such event, adjustment of the Contract Price shall be made as provided in paragraph
15.03.D of this clause.

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15.04 CONTRACTOR May Stop Work or Terminate

A. If, through no act or fault of CONTRACTOR, the Work is suspended for more than 90 consecutive days by OWNER
or under an order of court or other public authority, or ENGINEER fails to act on any Application for Payment within 30
days after it is submitted, or OWNER fails for 30 days to pay CONTRACTOR any sum finally determined to be due,
then CONTRACTOR may, upon seven days written notice to OWNER and ENGINEER, and provided OWNER or
ENGINEER do not remedy such suspension or failure within that time, terminate the Contract and recover from
OWNER payment on the same terms as provided in paragraph 15.03. In lieu of terminating the Contract and without
prejudice to any other right or remedy, if ENGINEER has failed to act on an Application for Payment within 30 days after
it is submitted, or OWNER has failed for 30 days to pay CONTRACTOR any sum finally determined to be due,
CONTRACTOR may, seven days after written notice to OWNER and ENGINEER, stop the Work until payment is made
of all such amounts due CONTRACTOR, including interest thereon. The provisions of this paragraph 15.04 are not
intended to preclude CONTRACTOR from making a Claim under paragraph 10.05 for an adjustment in Contract Price
or Contract Times or otherwise for expenses or damage directly attributable to CONTRACTOR's stopping the Work as
permitted by this paragraph.

B. This Contract may be terminated in whole or in part in writing by either party in the event of substantial failure by the
other party to fulfill its obligations under the Contract through no fault of the terminating party, provided that no
termination may be effected unless the other party is given (1) not less than ten (10) calendar days written notice
(delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with
the terminating party prior to termination.

ARTICLE 16 - DISPUTE RESOLUTION

16.01 Methods and Procedures

A. Dispute resolution methods and procedures, if any, shall be as set forth in the Supplementary Conditions. If no
method and procedure has been set forth, and subject to the provisions of paragraphs 9.09 and 10.05, OWNER and
CONTRACTOR may exercise such rights or remedies as either may otherwise have under the Contract Documents or
by Laws or Regulations in respect of any dispute.

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.

GC - 51 of 53

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. The Contract is to be governed by the law of the state in which the Project is located, and any litigation arising out of
this Contract shall be brought in a court located in the State of New Hampshire.

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.

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

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.

GC - 52 of 53

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.

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.

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.

GC - 53 of 53

DIVISION 7
SUPPLEMENTARY CONDITION

SUPPLEMENTARY CONDITIONS

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.

ARTICLE 2 — PRELIMINARY MATTERS

SC-2.06B Subcontractor’s Pre-Construction Meetings

Each Individual Subcontractor will be required to attend a Pre-Construction Meeting to
discuss technical, safety, schedule and other issues. Each meeting shall be attended by
the Subcontractor’s responsible person in charge for the work and by the contractor’s

superintendent.

SC -1 of 1

LIST OF EXHIBITS

Notice of Award

Notice to Proceed

Change Order

Certificate of Substantial Completion
Certificate of Final Completion
Consent of Surety for Final Payment

mmo OW >

DIVISION 8
EXHIBITS

NOTICE OF AWARD

DATED:

TO:

(Bidder)
ADDRESS:
OWNER’S CONTRACT NO. :
PROJECT:

(Insert name of Contract as it appears in the Bidding Document)
You are notified that your Bid dated for the above Contract has been considered. You are

the apparent Successful Bidder and have been awarded a contract for

as advertised plus
addendums.
(Indicate total Work, alternatives or sections or Work awarded)

The Contract Price of your contract is
($ )
The proposed Agreement that the OWNER expects to execute, accompanies this Notice of Award.

1. You must deliver to the OWNER __3__ fully executed counterparts of the proposed Agreement that the
OWNER expects to execute

2. You must deliver to the OWNER the Contract Security (Bonds), as specified in the General Conditions
(paragraph 5.01), and Certificate of Liability Insurance, as specified in General Conditions (paragraph
5.04),

3. (List other conditions precedents).

Failure to comply with these conditions within the time specified will entitle OWNER to consider your bid in
default, to annul this Notice of Award and to declare your Bid Security forfeited.

(FOR THE CITY OF NASHUA)

(TITLE)

Notice of Award