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C-2.4

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.

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.

22.03 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.

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10.05 Disputes — Not Insurance Related

A. Notice: Written notice stating the general nature of each Claim, dispute, or other matter shall be delivered by the
claimant to ENGINEER and the other party to the Contract promptly (but in no event later than 10 days) after the start
of the event giving rise thereto. Notice of the amount or extent of the dispute, or other matter with supporting data
shall be delivered to the ENGINEER, Risk Management Department and the other party to the Contract within 60 days
after the start of such event. A dispute for an adjustment in Contract Price shall be prepared in accordance with the
provisions in paragraph 12.01.B. A dispute for an adjustment in Contract Time shall be prepared in accordance with
the provisions of paragraph 12.02.B. Each dispute shall be accompanied by claimant's written statement that the
adjustment disputed is the entire adjustment to which the claimant believes it is entitled as a result of said event. The
opposing party shall submit any response to ENGINEER and the claimant within 30 days after receipt of the claimant's
last submittal (unless ENGINEER allows additional time).

B. ENGINEER'S Decision: ENGINEER will render a formal decision in writing within 30 days after receipt of the last
submittal of the claimant or the last submittal of the opposing party, if any. ENGINEER's written decision on such
dispute, or other matter will be final and binding upon CONTRACTOR unless:

1. An appeal from ENGINEER'S decision is taken within the time limits and in accordance with the dispute
resolution procedures set forth in Article 16; or

2. If no such dispute resolution procedures have been set forth in Article 16, a written notice of intention to

appeal from ENGINEER's written decision is delivered by CONTRACTOR to the other and to ENGINEER within 30
days after the date of such decision, and a formal proceeding is instituted by the appealing party in a forum of
competent jurisdiction within 60 days after the date of such decision or within 60 days after Substantial
Completion, whichever is later (unless otherwise agreed in writing by OWNER and CONTRACTOR), to exercise such
rights or remedies as the appealing party may have the respect to such Claim, dispute, or other matter in
accordance with applicable Laws and Regulations.

C. If ENGINEER does not render a formal decision in writing within the time stated in paragraph 10.05.B, a decision
denying the dispute in its entirety shall be deemed to have been issued 31 days after receipt of the last submittal of

the claimant or the submittal of the opposing party, if any.

D. No dispute for an adjustment in Contract Price or Contract Times (or Milestones) will be valid if not submitted in
accordance with this paragraph 10.05.

ARTICLE 11 - COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK

11.01 Cost of the Work

A. Costs Included: The term Cost of the Work means the sum of all costs necessarily incurred and paid by
CONTRACTOR in the proper performance of the Work. When the value of any Work covered by a Change Order or
when a Claim for an adjustment in Contract Price is determined on the basis of the Cost of the Work, the costs to be
reimbursed to CONTRACTOR will be only those additional or incremental costs required because of the change in the
Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by OWNER,
such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the
following items, and shall not include any of the costs itemized in paragraph 11.01.B.

1. Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work under
schedules of job classifications agreed upon by OWNER and CONTRACTOR. Such employees shall include without
limitation superintendents, foremen, and other personnel employed full time at the Site. Payroll costs of
employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work.
Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall

GC - 38 0f 55

C-2.5

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.

SC-27 Insurance
DELETE Article 27 in its entirety. REPLACE with the following:

Contractor shall carry and maintain in effect during the performance of services under this
contract:

> General Liability:
$1,000,000 per Occurrence
$2,000,000 Aggregate
(City of Nashua Additional Insured)

> Motor Vehicle Liability:
$1,000,000 Combined Single Limit *coverage must include all owned, non-owned
and hired vehicles.
(City of Nashua Additional Insured)

> Workers’ Compensation Coverage according to Statute of the State of New Hampshire:
$100,000 / $500,000 / $100,000

Contractor and subcontractors at every tier will fully comply with NH RSA Chapter 281-A,
“Workers’ Compensation”.

Contractor shall maintain in effect at all times during the performance under this contract all
specified insurance coverage with insurers. None of the requirements as to types and limits to be
maintained by Contractor are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Contractor under the contract. The Owner shall not
maintain any insurance on behalf of Contractor. Subcontractors are subject to the same insurance
requirements as the Contractor and it shall be the Contractor’s responsibility to ensure
compliance of this requirement.

The parties agree that Contractor shall have the status of and shall perform all work under this
agreement as an independent Contractor, maintaining control over all its consultants, sub
consultants, contractors, or subcontractors. The only contractual relationship created by this
agreement is between the Owner and Contractor, and nothing in this agreement shall create any
contractual relationship between the Owner and Contractor’s consultants, sub consultants,
contractors or subcontractors. The parties also agree that Contractor is not a City employee and
that there shall be no:

1. Withholding of income taxes by the Owner;
2. Industrial insurance coverage provided by the Owner;

13089A

4.

5.
6.

C-2.6

Participation in group insurance plans which may be available to employees of the
Owner;

Participation or contributions by either the Contractor or the Owner to the public
employees retirement system;

Accumulation of vacation leave or sick leave provided by the Owner;

Unemployment compensation coverage provided by the Owner.

Contractor will provide the Owner with certificates of insurance for coverage, as listed, and
endorsements affecting coverage required by the Agreement. The Owner requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed by a person authorized by the insurer and who is
licensed by the State of New Hampshire. General Liability and Auto Liability policies must
name the City of Nashua and Engineer as additional insureds and reflect on the certificate of
insurance. Contractor is responsible for filing updated certificates of insurance with the City of
Nashua's Risk Management Department during the life of the contract.

>

All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Contractor must maintain umbrella liability insurance of at least $1,000,000. All
aggregates must be fully disclosed on the required certificate of insurance.

The specified insurance requirements do not relieve Contractor of its responsibilities or
limit the amount of its liability to the Owner or other persons, and Contractor is
encouraged to purchase such additional insurance, as it deems necessary.

The insurance provided herein is primary, and no insurance held or owned by Owner
shall be called upon to contribute to a loss.

Contractor is responsible for and required to remedy all damage or loss to any property,
including property of the Owner, caused in whole or part by Contractor or anyone
employed, directed, or supervised by Contractor.

SC-33 Authority of the Engineer

In Paragraph 33.1, DELETE the first and second sentences in their entirety.

In Paragraph 33.2, in the third line, DELETE “to suspend any work that is being improperly
performed,”.

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C-2.7

ADD the following:

33.3

The Project has been designed by Woodard and Curran, Inc. referred to as the

“Engineer”. Neither Engineer’s authority or responsibility under the Contract Documents
nor any decision made by Engineer in good faith either to exercise or not exercise such
authority or responsibility or the undertaking, exercise, or performance of any authority
or responsibility by Engineer shall create, impose, or give rise to any duty in contract,
tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any
other individual or entity, or to any surety for or employee or agent of any of them.

A.

Engineer will not supervise, direct, control, or have authority over or be
responsible for Contractor’s means, methods, techniques, sequences, or
procedures of construction, or the safety precautions and programs incident
thereto, or for any failure of Contractor to comply with Laws and Regulations
applicable to the performance of the Work. Engineer will not be responsible for
Contractor’s failure to perform the Work in accordance with the Contract
Documents.

Engineer will not be responsible for the acts or omissions of Contractor or of any
Subcontractor, any Supplier, or of any other individual or entity performing any
of the Work.

Engineer will have no responsibility or authority:

to order changes in construction which will result in additional costs or
which will require extensions of Contract Times;

to suspend all or any portion of Contractor's operations;

to terminate all or any portion of the Work;

to make final acceptance of all or any portion of the Work; and
to operate or maintain any portion of the Work.

The limitations upon authority and responsibility set forth in this Paragraph shall
also apply to Engineer’s representatives, if any, and assistants, if any.

Intent of Certain Terms or Adjectives: The Contract Documents include the terms
“as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or
import to authorize an exercise of professional judgment by Engineer. In addition,
the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or
adjectives of like effect or import are used to describe an action or determination
of Engineer as to the Work. It is intended that such exercise of professional
judgment, action, or determination will be solely to evaluate, in general, the Work
for compliance with the information in the Contract Documents and with the
design concept of the Project as a functioning whole as shown or indicated in the
Contract Documents (unless there is a specific statement indicating otherwise).

99 6¢

13089A

C-2.8
The use of any such term or adjective is not intended to and shall not be effective
to assign to Engineer any duty or authority to supervise or direct the performance
of the Work, or any duty or authority to undertake responsibility contrary to that
above or any other provision of the Contract Documents.
SC-55 Pre-Construction Conference
ADD the following sentences:
“The Contractor shall attend a biweekly construction meeting and be prepared to outline the
anticipated work schedule for the next week. A specific time and place will be established for the

meeting, and representatives from the City, Engineer, and Division will also be in attendance.
See General Requirements for more information.”

SC-58 Work Performed at Night and on Sundays and Holidays
ADD "Saturdays" to the Section Title prior to “Sundays”.

DELETE Article 58.1 in its entirety and replace with the following:

“58.1 No work will be permitted at Night or on Saturdays, Sundays or Holidays except without
expressed written approval of the City of Nashua Wastewater Department.”

SC-59 Indemnification
59.3 ADD the following subparagraph:

“59.3 The application, implementation, and interpretation of the 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.”

13089A

Project Number: 228730 WWTFE SCADA Upgrades
Issue Date: August 2017 Nashua, NH

SECTION 00 01 07
SEALS PAGE
The engineering material and data contained in these Contract Documents were prepared under
the supervision and direction of the undersigned, whose seal as registered professional engineer
is affixed below.
Aususk 2%, 2017

Date of Issue

SS WeEWw Hay Uy

Jorfathon Grant, P.E.
Woodard & Curran, Inc. (Engineer)

SEALS PAGE
WOODARD & CURRAN 00 01 07-1

This page intentionally left blank

Project Number: 228730

WWTE SCADA Upgrades

Issue Date: August, 2017 Nashua, NH

SECTION 01 11 00

SUMMARY OF WORK
PART 1 —- GENERAL
1.01 SECTION INCLUDES
A. Project Description
B. Description of the Work
C. Coordination and Sequencing

1.02 PROJECT DESCRIPTION

A.

The Work is located at the wastewater treatment facility in the main process
building and in various ancillary equipment buildings near the main process
building. The Work generally consists of varying degrees of electrical,
instrumentation, and controls upgrades associated with the SCADA system that
supports the wastewater systems in the City; and all materials and equipment,
services and construction inherent to the Work.

1.03 DESCRIPTION OF THE WORK

A.

The Work includes labor, materials, equipment, and services required for
construction, testing, and commissioning of the Project in accordance with the
Contract Documents and as more specifically described in the Specifications and
Drawings. It includes, but is not limited to, the following principal features:

1.

Process Building: Demolition of consoles, leveling of associated floor
surfaces, installation of new programmable logic controllers, Ethernet
switches, Ethernet input/output cards, computers, and Operator Interface
Terminals. Installation of entire new control panels. Installation of new
network hardware in server room. Installation of new conduit runs to allow
replacement of existing fiber optic network switch and securing of new
connection in server room. Software will be upgraded by the Contractor and
all necessary devices will be reprogrammed by Engineer.

Ancillary Buildings: Demolition of consoles, leveling of associated floor
surfaces, installation of new programmable logic controllers, Ethernet
switches, Ethernet input/output cards, computers, and Operator Interface
Terminals. Installation of entire new control panels.

SUMMARY OF WORK

WOODARD & CURRAN 01 11 00-1

Project Number: 228730 WWTE SCADA Upgrades
Issue Date: August, 2017 Nashua, NH

1.04 COORDINATION AND SEQUENCING
A. Coordination

1. Ensure that facilities and wastewater system flows are maintained and
remain in service at all times unless otherwise approved.

a. Obtain written approval of Owner for shutdowns. Notify Engineer a
minimum of two weeks prior to any required shutdowns.

b. Prepare a Shutdown Plan for each requested shutdown indicating
what existing valves must be operated by Owner personnel during
the shutdown.

C. Coordinate Work with the Owner and provide public notice, as
required.
2. Maintain access to facilities for the Owner throughout the Project.
B. Sequence
1. Sequence Work to minimize shutdowns and reflect sequencing in the

construction schedule.

PART 2 PRODUCTS - NOT USED

PART 3 EXECUTION - NOT USED

END OF SECTION

SUMMARY OF WORK
WOODARD & CURRAN 01 11 00-2