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4.

The OWNER reserves the right to perform construction or operations related to the project
with the OWNER’s own forces, and to award separate contracts in connection with other
portions of the project.

The CONTRACTOR shall coordinate and cooperate with separate CONTRACTORs
employed by the OWNER.

Costs caused by delays or by improperly timed activities or defective construction shall be
borne by the responsible party.

ARTICLE 8— CONTRACTOR

1.

10.

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.

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.

Page 5 of 11

11.

12.

13.

14.

15.

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.

The CONTRACTOR shall be responsible for cutting, fitting or patching required
completing 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.

Upon completion of WORK, CONTRACTOR warrants and guarantees to OWNER, for
one (1) year, and that all WORK was completed 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

> Normal wear and tear under normal usage.

ARTICLE 9 — CHANGES IN THE WORK

1.

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 Board of Public
Works and the OWNER’s 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

1.
2.

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’ control, the Contract Time shall be extended by
Change Order for such reasonable time as may be determined.

Page 6 of 11

ARTICLE 11 —- PAYMENTS AND COMPLETION

1.

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.

CONTRACTOR shall submit an itemized Application for Payment for operations
completed in accordance with the values stated in the Agreement. 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 as follows:

>» Electronically via email to VendorAPInvoices@NashuaNH. gov

OR
>» Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable
229 Main Street
Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

In addition, please_do not submit invoices, electronically or paper copy, to Engineering
Department directly. This will delay payment to Contractor.

In addition, and to facilitate the proper and timely payment of applications, the OWNER
requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

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 CONTRACTORSs Application for Payment, within 30 days of approval by
the OWNER.

The CONTRACTOR shall promptly pay each subcontractor and 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
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.

Page 7 of 11

10. Upon receipt of an Application for Payment, the OWNER will inspect the Work. When
OWNER finds the Work acceptable and the Contract fully performed, the OWNER will
promptly issue payment.

11. Warranties required by the Contract Documents shall commence on the date of final
payment.

12. Acceptance of final payment by the CONTRACTOR, a subcontractor or 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.

ARTICLE 12 — PROTECTION OF PERSONS AND PROPERTY

1. 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 13 — 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

2. 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.

3. Ifthe 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 14 — 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 the attention of CONTRACTOR at any time, a full and complete disclosure of
the interest shall be immediately made in writing to the OWNER. If OWNER determines that a
conflict exists and was not disclosed to the OWNER, it may terminate the contract at will or for
cause.

ARTICLE 15 — TERMINATION OF THE CONTRACT
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

Page 8 of 11

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.
C. 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.

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 ofp 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.

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.

Page 9 of 11

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, subcontractors, sub consultants,
vendors, or suppliers are expressly recognized to be within CONTRACTOR's control.

ARTICLE 16 — DISPUTE RESOLUTION

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 the 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.

Page 10 of 11

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

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.

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.

io)

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be
legally bound thereby.

& [, le
CITY OF NASHUA, NH (signature) yf CRISP GON CTING LLC
(signature)

Sede C

: ; Own
James W. Donchess, Mayor qe Ct Sf er
(Printed Name and Title) (Printed Name and Title)

05/07/21 sls/ 2).

Date Date’

Page 11 of 11

City of Nashua - Engineering
EXHIBIT A 229 Main Street
Nashua, NH 03060

(603) 589-3147
Crisp Contracting LLC

Nashua, NH 03064 Estimate # 2001
ashua, Date 04/28/2021

Phone: (603) 886-1984

Email: crispcontracting@gmail.com
Fax: (603) 886-8776

Web: www.crispcontracting.com

Description Quantity Rate Total

116 Allds Street #4 1.0 $25,000.00 $25,000.00

Service from R.O.W. to SMH, Bore into the existing SMH And build
interior drop inside manhole.

1. Saw cut asphalt and dispose of.

2. Remove and dispose of sidewalk areas.

3. Excavate, install sewer service - piping 6” Sch.35 PVC, Stone bed,
backfill and compact

4. All areas to be cut back, graveled, and repaved per city specs

5. Repair concrete sidewalks.

Subtotal $25,000.00
Total $25,000.00

City of Nashua - Engineering

Page 1 of 1

2
ACORD
Naan”

CERTIFICATE OF LIABILITY INSURANCE

DATE (Mi/DDYYYY)
05/06/2021

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, tho policy(les) must be endorsed. ff SUBROGATION IS WAIVED, subject to

the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holdor in tiew of euch endorsemont(s)

PROOUCER CONTACT
PHONE FAX
Automatic Data Processing Insurance Agency, Inc. ine No, Ext) {ArC, No).
1 Adp Boulevard
Roseland, NJ 07068 INSURER(S) AFFORDING COVERAGE NAIC @
insuRERA. “Wesco Insurance Company 25014
INSURED CRISP CONTRACTING LLC wsurerB: Maine Mutual -MMG Insurance Co.
411 Lock Street msurernc: United Financial Casualty
Ste 204 INSURER D :
Nashua, NH 03064 INSURER E
INSURER F .
COVERAGES CERTIFICATE NUMBER; 4492898 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR TYPE OF INSURANCE an lern | POLICY NUMBER | MOBY | (MMI DIY) UMITS
wa COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE is 1,000,000
DAMAGE TO RENTED '
cuamsmane WA occur | PREMISES (Ea occurence) | $ 250,000
MEO EXP (Any one person) | $ 10 ,000
B |./ Blanket Al Form x $C12774108 04/28/2021 | 04/28/2022 7 onal RADVINJURY | $ 1,000,000
GEN AGGREGATE UMIT APPLIES PER GENERAL AGGREGATE | $ 2,000,000
| POLICY Seer Loc | PRODUCTS - COMPIOP AGG | $ 2,000,000
OTKER | i$
COMBINED SINGLE LIMIT |
AUTOMOBILE LIABILITY {€2 sccdent) $ 1,000,000
ANY AUTO i BODILY INJURY (Par person} | $
— ALL OWNED ) SCHEDULED ,
c Atos rests xX 01730073-1 04/18/2021 | 04/18/2022 BOOLY INJURY (Pe? acodent) | §
[~— NON-OWNED “PROPERTY DAMAGE ‘5
HIREDAUTOS |__| auTos | Per acedenn) —.
| 3
| UMBRELLA LIAB occur EACH OCCURRENCE ls
EXCESS LIAB CLAIMS-MADE AGGREGATE is
DED RETENTION S Ls
WORKERS COMPENSATION \ PER OTH |
AND EMPLOYERS: LIABILITY YIN ' X | starure eR 400.000
ANY PROPRIETOR PARTNERVEXECUTIVE H ACCIDENT ,
A OFFICERMEMEER EXCLUDED? nia N | WWC3144042 05/11/2021 | 05/11/2022 | EL EACH ACCIDE ‘= 100.000
Gaandatory in _EL. DISEASE - EA EMPLOYEE $§ '
tf yes. descrpe vhoe f | 500,000
DESCRIPTION OF OPERATIONS beow EL DISEASE - POLICY LIMIT | $ ,
|

DESCRIPTION OF OPERATIONS | LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER

CANCELLATION

CITY OF NASHUA NH
229 MAIN STREET
PO BOX 2019
NASHUA, NH 03061

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

Vu,

ACORD 25 (2014/01)

A® 1988-2014 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD

R-21-140

RESOLUTION

AUTHORIZING THE CITY OF NASHUA TO ENTER INTO A CONTRACT WITH
THE TOWN OF MERRIMACK FOR TRANSIT SERVICES

CITY OF NASHUA

In the Year Two Thousand and Twenty One

RESOLVED by the Board of Alderman of the City of Nashua that the City is authorized
to enter into a contract substantially in the attached form with the Town of Merrimack for transit
services for the period of July 1, 2021through June 30, 2022.