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10.

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, 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 CONTRACTORs 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.

When the Work or designated portion thereof is substantially complete, the
CONTRACTOR and OWNER shall establish responsibilities for completion and shall fix
the time within which the CONTRACTOR shall finish all items on the list accompanying
the Certificate. Warranties required by the Contract Documents shall commence on the

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date of Substantial Completion of the Work or designated portion thereof unless otherwise
provided in the Certificate of Substantial Completion.

11. Upon receipt of a final Application for Payment, the OWNER will inspect the Work.
When he finds the Work acceptable and the Contract fully performed, the OWNER will
promptly issue a final Certificate for Payment.

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 11— RETAINAGE

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

a.

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

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

After the work is 50% complete, and provided the CONTRACTOR has satisfied
the OWNER in quality and timeliness of the work, and provided further that there
is no specific cause for withholding additional retainage no further amount will be
withheld. The escrow account will remain at the same balance throughout the
remainder of the project.

2. Upon final completion and acceptance of the Work, OWNER shall release retainage.

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 liabie.

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

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.

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3. If the CONTRACTOR fails to correct nonconforming Work within a reasonable time, the
OWNER may correct it and the CONTRACTOR shall reimburse the OWNER for the
cost of the correction.

ARTICLE 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 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.
Cc. 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.

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expense, provide suitable and safe means for completely covering all open
excavations and for accommodating travel when work is not in progress.

B. Bridges provided for access to private property during construction shall be removed
when no longer required.

C. If/where applicable, the length of open trench will be controlled by the particular
surrounding conditions but shall always be confined to the limits prescribed by the
Engineer.

D._ All street excavations shall be completely closed at the end of each work day.
Backfilling or use of steel plates of adequate strength to carry traffic shall be used.

E. If/where applicable, Trenched areas shall be paved with temporary bituminous
pavement, as detailed on the plans or as directed by the Engineer, as soon as
practicable after installation of individual pipeline segment but at least on a weekly
basis. No trench shall be left without pavement for longer than seven (7) days. The
Contractor is responsible for maintaining the trench, at no additional cost to the
Owner for the Contract duration.

4. Maintenance of Traffic

A. Unless permission to close the street 1s received in writing from the proper authority,
all excavated materials and equipment shall be placed so that vehicular and pedestrian
traffic may be maintained at all times. Traffic control plans must be submitted to the
City of Nashua’s Traffic Department (with a copy to the Engineer) for review and
approval.

B. Should the Engineer deem it necessary, uniformed officers will be assigned to direct
traffic. Daily coverage must be approved by the Engineer. The Contractor shall
make all arrangements in obtaining uniformed officers required.

C. The Contractor shall at his/her own expense, as directed by the Police Traffic
Control/Safety Officer or the Engineer, provide and erect acceptable barricades,
barrier fences, traffic signs, and all other traffic devices not specifically covered in a
bid item, to protect the work from traffic, pedestrians, and animals. He/she shall
provide sufficient temporary lighting such as lanterns/flashers (electric battery
operated) or other approved illuminated traffic signs and devices to afford adequate
protection to the traveling public, at no additional cost to the Owner.

D. The Contractor shall furnish all construction signs that are deemed necessary by and
in accordance with Part VI of the Manual on Uniform Traffic Control Devices as
published by the U.S. Department of Transportation, latest edition. In addition, the
Contractor may be required to furnish up to 128 square feet of additional special
construction warning signs.

E. The intent of policing is to ensure public safety by direction of traffic. Police officers
are not to serve as watchmen to protect the Contractor's equipment and materials.

2022 Sewer Replacement Project Control of Work and Materials
Nashua, NH 01110-2

TERMINATION FOR CAUSE

This agreement may be terminated by the OWNER on 10 calendar day’s written notice to
CONTRACTOR in the event of a failure by CONTRACTOR to adhere to any or all the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to
complete or make sufficient progress on the work in a timely and professional manner.
CONTRACTOR shall be given an opportunity for consultation with the OWNER prior to the
effective date of the termination. CONTRACTOR may terminate the contract on 10 calendar
days written notice if, through no fault of CONTRACTOR, the OWNER fails to pay
CONTRACTOR for 45 days after the date of approval by the OWNER of any Application for
Payment.

Upon receipt of notice of termination for cause, CONTRACTOR shall:

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.

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

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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.

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 shaii perform these tests.

4. The OWNER shall pay for tests except for testing Work found to be defective for which
the CONTRACTOR shall pay.

Qo

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

Denali Water Solutions
City of Nashua, NH (signature) CONTRACTOR (signature)

James Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

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EXHIBIT A

es) THE CITY OF NASHUA “The Cate City’

Financial Services

Purchasing Department

August 11, 2017
INVITATION TO BID
PRIMARY AND SECONDARY DIGESTERS CLEANING

IFB0285-083117

The City of Nashua, Division of Public Works, invites experienced and qualified firms to submit bids for the
cleaning of the Primary and Secondary Digesters at the Nashua Wastewater Treatment Facility (NWTF),
located at 2 Sawmill Road, Nashua, NH 03060. Please refer to the Document “IF B0285-083117— Scope of
Work” for further details.

INFORMATION FOR BIDDERS:

The City is now accepting submittals electronically via Bid Express. Please review the attachments, Bid
Express Vendor Guide and Vendor Set-up Guide for more information. If a Bidder chooses to submit a paper
bid it must be submit in triplicate (one (1) original and two (2) copies) in sealed envelopes clearly marked
“Primary and Secondary Digesters Cleaning”. Regardless of the method of submission, the bid must be
received prior to 3:00 pm on Thursday, May 31, 2017. Paper Bids must be submitted to Central Purchasing,
229 Main Street, Room 128, Nashua, NH 03061. Bids will be publicly opened and read aloud at that time.
Please do_not submit an electronic bid and a paper bid. Results showing all bidders’ identities and their
respective bid amounts will be available on our website, www.nashuanh.gov under Services; Bid Opportunities;
Bid Results, (Refer to Document IFB0285-083117), within twenty-four (24) hours after the opening.
Postmarks or other timestamps will not be accepted in lieu of actual delivery. The firm can use whatever
delivery mechanism it chooses as long as it remains clear that the firm is responsible for submissions prior to
the date and time.

Delivery of the Bids shall be at the Vendor’s expense. The time of receipt shall be considered when a Bid has
been officially documented by the Department, in accordance with its established policies, as having been
received at the location designated above. The City of Nashua accepts no responsibility for mislabeled mail.
Any and all damage that may occur due to shipping shall be the Vendor’s responsibility.

The City of Nashua assumes no liability for the payment of costs and expenses incurred by any bidder in
responding to this request for bids. All bids become the sole property of the City of Nashua. This request for
bids is not a contract and alone shall not be interpreted as such but rather serves as an instrument through which
bids are solicited.

|FBO285-083117 Primary and Secondary Digesters Cleaning
229 Main Street ¢ Nashua, New Hampshire 03061 ¢ Phone (603) 589-3330 © Fax (603) 589-3233

A MANDATORY Pre-Bid conference to discuss the project is scheduled to begin promptly on Thursday
August 17, 2017 at 10:00 AM at the Wastewater Treatment Facility, 2 Sawmill Road, Nashua NH 03060
in the Administration/Control Building Conference Room, immediately followed by a walkthrough of the
proposed project. You or your representative(s) are required to attend this meeting if you intend to submit a
bid. The meeting is an opportunity for the City to provide an overview of the project and its objectives, and for
participants to request additional information directly from City staff managing or participating in the project.

A sample of the City's contract is attached. Final terms and conditions will be negotiated between the City and
the selected vendor prior to the time of award.

The project timeline is as follows:

Date Time/Location
10:00 AM
NWTF
Administration/Control Building Conf

Mandatory Pre-bid Meeting Thursday, August 17, 2017 Rm

2 Sawmill Road,
Nashua NH 03060

Deadline for Questions to be

submitted in writing Monday, August 21, 2017 NOON

Answers/clarifications posted | Wednesday, August 23, 2017 3:00 PM

3:00 PM

Purchasing Department
Bid Due Thursday, August 31, 2017 229 Main Street

Room 128

Nashua, NH 03061

Vendors are encouraged to submit questions via email; however, the City of Nashua assumes no liability for
assuring accurate/complete email transmission/receipt and is not responsible to acknowledge receipt. Inquiries
must be submitted in writing, citing the IFB title, IFB number, Page, Section, and received no later than
Monday, August 21, 2017 at 3:00 PM to

William Keating

Email: Keating W@NashuaNH.gov
OR
Via Bid Express

The City of Nashua will consider all timely-received questions and requests for change and, if reasonable and
appropriate, will issue an addendum to clarify or modify this IFB. Answers to vendor submitted questions and
other addenda will be posted under document IFB0285-083117 on the City of Nashua
website; www.nashuanh.gov, under Services; Bid Opportunities; Current Bids; (Refer to Document IFB0285-
083117) and on Bid Express no later than Wednesday, August 23, 2017 at 3:00 PM.

The City of Nashua assumes no liability for assuring accurate/complete email transmission/receipt and is not
responsible to acknowledge receipt.

IFBO285-083117 Primary and Secondary Digesters Cleaning Page | 2

All bids are binding for ninety (90) days following the deadline for bids, or until the effective date of any
resulting contract, whichever is later.

No bid will be considered unless accompanied by a bid security in the form of a Bid Bond, in an amount not
less than five percent (5%) of the Bid.

The successful bidder will be required to post a 100% Performance Bond and a 100% Payment Bond in an
amount equal to the Contract Award.

The successful bidder will be required to provide insurance certificates as follows:
> General Liability: $1,000,000 per occurrence; $2,000,000 aggregate;

> Motor Vehicle Liability : $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.

>» and Workers' Compensation Coverage in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$100,000.

General and Motor Vehicle Liability policies must name the City of Nashua as an additional insured

The City of Nashua may reject any or all of the bids on any basis and without disclosure of a reason. The
failure to make such a disclosure shall not result in accrual of any right, claim or cause of action by any
unsuccessful bidder against the City of Nashua.

Pursuant to NRO 5-78 (F), the Purchasing Manager shall not solicit a bid from a bidder who is in default on the
payment of taxes, licenses or other monies due the City of Nashua. Therefore, this bid request is void as to
anyone who is in default on said payments.

Please contact William Keating, Wastewater Project Engineer, at (603) 589-3125 or via email
at KeatingW(@NashuaNH.gov with any questions relating to this Invitation for Bids.

Respectfully,

Danielle Greenberg
Purchasing Agent II
greenbergd@nashuanh.gov

IFB0285-083117 Primary and Secondary Digesters Cleaning Page | 3