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B2.1

4. Bid Bond;

5. Bid;

6. Performance Bond;

7. Payment Bond;

8. Certificate of Insurance

9. Technical Specifications as listed in Table of Contents

10. Addenda (numbers to ___, inclusive);
11. Exhibits, as listed in the Table of Contents, to this Agreement

12. The following which may be delivered or issued on or after the Effective Date of the Agreement
and are not attached hereto:

a. Written Amendments
b. Change Order(s)

13. Fully Executed City of Nashua Purchase Order

B. The documents listed in paragraph 8.01.A are attached to this Agreement (except as expressly noted
otherwise above).

C. There are no Contract Documents other than those listed above in this Article 8.

D. The Contract Documents may only be amended, modified or supplemented as provided in paragraph
3.04 of the General Conditions.

ARTICLE 9 - MISCELLANEOUS
9.01 Terms

A. Terms used in this will have the meanings indicated in the General Conditions.
9.02. Assignment of Contract

A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on
another party hereto without the written consent of the party sought to be bound; and, specifically but without
limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to
the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any
written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility

under the Contract Documents.

9.03 Successors and Assigns

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B2.1

A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all
covenants, agreements, and obligations contained in the Contract Documents.

9.04 Severability

A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or
Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER
and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or
part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the
stricken provision.

9.05 Choice of Law and Venue

A. This agreement 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

Address for giving notices to Owner: Address for giving notices to Contractor:
Division of Public Works

9 Riverside Street
Nashua, NH 03062

Agent for service of process:

IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One counterpart
each has been delivered to OWNER, CONTRACTOR and ENGINEER. All portions of the Contract Documents have
been signed, initialed or identified by OWNER and CONTRACTOR or identified by ENGINEER on their behalf.

CITY OF NASHUA —- OWNER

James Donchess, Mayor City of Nashua

Date:

CONTRACTOR:

(Authorized Representative)

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B2.1

Print Name:

Date:

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Contract Time Schedule

The schedule will be mutually agreed upon between Nashua and Esri within 10 days after
contract award with anticipated end date of 7/15/2022.

Fee Schedule, Compensation and Invoicing

The pricing provided below has been estimated based upon an anticipated award of a Time-
and- Materials (T&M) contract. The required labor hours have been estimated based upon
prior experience with work of a similar nature. The total not-to-exceed (NTE) price for the
quoted Scope of Services Activity 1-3 is $82,040.

This price is exclusive of any applicable federal, state and/or local taxes for which Esri may
collect and Nashua shall remain responsible.

Esri anticipates using staff from the Consultant/Project Manager (M1) and GIS
System/Software Developer (S2) labor categories; however, depending on the level of
expertise required to perform certain activities during this engagement, Esri may be required
to utilize other Esri staff members with a different skillset and labor category.

T&M consulting services will be conducted under the following conditions:

e In the event Esri completes the Scope of Services for less than the NTE budget,
Nashua will only be invoiced for the actual hours expended plus ODCs.

e Inthe event Esri reaches the NTE budget limit before the Scope of Services is
completed, Nashua will have the option to either (a) increase the contract funding in
order to allow the work to continue; or (b) instruct Esri to stop work. If Nashua
chooses to stop work, Esri will do so without liability.

e sri reserves the right to reallocate the project funding between Scope of Services
activities and/or ODCs, as necessary to facilitate the work effort, provided the
overall contract price is not exceeded.

All work will be accomplished in accordance with the Scope of Services with the
deliverable being consulting time. If additional work is requested by Nashua in writing
beyond the scope of this quote, Esri will provide an updated quote. Esri will perform and
invoice Services on a time and materials basis using the labor categories and rates specified
for the performance period. Labor will be invoiced on a monthly basis for actual hours
expended during the previous month. Other direct costs (ODCs) will include a fifteen
percent (15%) burden. Invoices are to be paid within 30 days of receipt. This quote is valid
for a period of 90 days from the submittal date above.

B-3.1

PAYMENT BOND

KNOW ALL MEN BY THESE PRESENTS: that

(Name of Contractor)

(Address of Contractor)

a , hereinafter called Principal,
(Corporation, Partnership or Individual)
and
(Name of Surety)
(Address of Surety)

hereinafter called Surety, are held and firmly bound unto

City of Nashua, NH

(Name of Owner)

229 Main Street, Nashua, NH 03060

(Address of Owner)
hereinafter called OWNER and unto all persons, firms, and corporations who or which may furnish
labor, or who furnish materials to perform as described under the contract and to their successors

and assigns, in the total aggregate penal sum of Dollars,

($ ) in lawful money of the United States, for the payment of which sum well and

truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns,
jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a

certain contract with the OWNER, dated the day of
20 , a copy of which is hereto attached and made a part hereof for the construction of:
HVAC Upgrade

NOW, THEREFORE, if the Principal shall promptly make payment to all persons, firms, and
corporations furnishing materials for or performing labor in the prosecution of the WORK provided
for in such contract, and any authorized extension or modification thereof, including all amounts
due for materials, lubricants, oil, gasoline, coal and coke, repairs on machinery, equipment and
tools, consumed or used in connection with the construction of such WORK, and for all labor cost
incurred in such WORK including that be a subcontractor, and to any mechanic or materialman
lienholder whether it acquires its lien by operation of State or Federal Law; then this obligation
shall be void; otherwise to remain in full force and effect.

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B-3.2

PROVIDED, that beneficiaries or claimants hereunder shall be limited to the subcontractors, and
persons, firms, and corporations having a direct contract with the PRINCIPAL or its
SUBCONTRACTORS.

PROVIDED FURTHER, that the said Surety for value received hereby stipulates and agrees that
no change, extension of time, alteration or addition to the terms of the contract or to the WORK to
be performed thereunder or the SPECIFICATIONS accompanying the same shall in any way

affect its obligation on this BOND, and it does hereby waive notice of any such change, extension

of time, alteration or addition to the terms of the contract or to the WORK or to the
SPECIFICATIONS.

PROVIDED, FURTHER that no suit or action shall be commenced hereunder by any claimant: (a)
Unless claimant, other than one having a direct contract with the PRINCIPAL shall have given
written notice to any two of the following: The PRINCIPAL, the OWNER, or the SURETY above
named within ninety (90) days after such claimant did or performed the last of the work or labor, or
furnished the last of the materials for which said claim is made, stating with substantial accuracy the
amount claimed and the name of the party to whom the materials were furnished, or for whom the
work or labor was done or performed. Such notice shall be served by mailing the same by
registered mail or certified mail, postage prepaid, in an envelope addressed to the PRINCIPAL,
OWNER, or SURETY, at any place where an office is regularly maintained for the transaction
business, or served in any manner in which legal process may be served in the state in which the
aforesaid project is located, save that such service need not be made by a public officer. (b) After
the expiration of one (1) year following the date on which PRINCIPAL ceased work on said
CONTRACT, it being understood, however, that if any limitation embodied in the BOND is
prohibited by any law controlling the construction hereof, such limitation shall be deemed to be
amended so as to be equal to the minimum period of limitation permitted by such law.

PROVIDED, FURTHER, that it is expressly agreed that this BOND shall be deemed amended
automatically and immediately, without formal and separate amendments hereto, upon amendment
to the Contract not increasing the contract price more than 20 percent, so as to bind the PRINCIPAL
and the SURETY to the full and faithful performance of the Contract as so amended. The term
"Amendment", wherever used in this BOND and whether referring to this BOND, the contract or
the loan Documents shall include any alteration, addition, extension or modification of any
character whatsoever.

PROVIDED FURTHER, that no final settlement between the OWNER and the CONTRACTOR
shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

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B-3.3

IN WITNESS WHEREOPF, this instrument is executed in counterparts, each one of
~ (number)
which shall be deemed an original, this day of , 20
ATTEST:
Principal
By:
(Principal) Secretary
(SEAL) BY
(Address)
By:
Witness as to Principal
(Address)
(Surety)
ATTEST: BY
Attomey - in - Fact
By
Witness as to Surety (Address)
(Address)

NOTE: Date of BOND must not be prior to date of Contract.
If CONTRACTOR is partnership, all partners should execute BOND.

IMPORTANT: Surety companies executing BONDS must appear on the Treasury Department's

most current list (Circular 570 as amended) and be authorized to transact business in the State of
New Hampshire.

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B-4.1

PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS: that

(Name of Contractor)

(Addtess of Contractor)

a , hereinafter called Principal,
(Corporation, Partnership or Individual)
and
(Name of Surety)
(Address of Surety)

hereinafter called Surety, are held and firmly bound unto

City of Nashua, NH

(Name of Owner)

229 Main Street, Nashua, NH 03060

(Address of Owner)

hereinafter called OWNER, in the total aggregate penal sum of

Dollars, $ ( )

in lawful money of the United States, for the payment of which sum well and truly to be made, we
bind ourselves, our heirs, executors, administrators successors, and assigns, jointly and severally,

firmly by these presents.

THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a
certain contract with the OWNER, dated the day of 20

copy of which is hereto attached and made a part hereof for the construction of:

HVAC Upgrade

NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties, all the
undertakings, covenants, terms, conditions, and agreements of said contract during the original term
thereof, and any extension thereof which may be granted by the OWNER, with or without notice to
the Surety and during the one year guaranty period, and if the PRINCIPAL shall satisfy all claims
and demands incurred under such contract, and shall fully indemnify and save harmless the
OWNER from all costs and damages which it may suffer by reason of failure to do so, and shall
reimburse and repay the OWNER all outlay and expense which the OWNER may incur in making
good any default, then this obligation shall be void: otherwise to remain in full force and effect.

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B-4.2

PROVIDED, FURTHER, that the said surety, for value received hereby stipulates and agrees that
no change, extension of time, alteration or addition to the terms of the contract or to WORK to be
performed thereunder or the specifications accompanying same shall in any way affect its obligation
on this BOND, and it does hereby waive notice of any such change, extension of time alteration or
addition to the terms of the contract or to the WORK or to the specifications.

PROVIDED, FURTHER, that it is expressly agreed that this BOND shall be deemed amended
automatically and immediately, without formal and separate amendments hereto, upon amendment
to the Contract not increasing the contract price more than 20 percent, so as to bind the
PRINCIPAL and the SURETY to the full and faithful performance of the Contract as so amended.
The term "Amendment", wherever used in this BOND and whether referring to this BOND, the
contract or the loan Documents shall include any alteration, addition, extension or modification of
any character whatsoever.

PROVIDED, FURTHER, that no final settlement between the OWNER and the
CONTRACTOR shall abridge the right of any beneficiary hereunder, whose claim may be

unsatisfied.
IN WITNESS WHEREOPF, this instrument is executed in counterparts, each one of
(number)
which shall be deemed an original, this day of , 20
ATTEST:
Principal
By:
(Principal) Secretary
(SEAL) BY
(Address)
By:
Witness as to Principal
(Address)
(Surety)
ATTEST: BY
Attomey - in - Fact
By
Witness as to Surety (Address)
(Address)

NOTE: Date of BOND must not be prior to date of Contract.
If CONTRACTOR is Partnership, all partners should execute BOND

IMPORTANT: Surety companies executing BONDS must appear on the Treasury Department's
most current list (Circular 570 as amended) and be authorized to transact business in the State of
New Hampshire

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B-5.1

NOTICE TO PROCEED

Dated ,20

TO:

(Insert Name of Contractor as it appears in the Bid Documents)
ADDRESS:
OWNER’S PROJECT NO. IFB0292-041017
PROJECT: HVAC Upgrades
OWNER’S CONTRACT NO. IFB0292-041017
CONTRACT FOR: HVAC Upgrades

You are notified that the Contract Time under the above contract will commence to run
on , 20 . By that date, you are to start performing your

obligations under the Contract Documents. In accordance with paragraph 3 of the Agreement, the
dates of Substantial Completion and Final Completion are , 20 and

, 20 , respectively.

Before you may start any Work at the site, paragraph 27 of the General Conditions
provides that you and Owner must each deliver to the other (with copies to ENGINEER) certificates
of insurance which each is required to purchase and maintain in accordance with the Contract

Documents. Also before you may start any Work at the site, you must:

(add other requirements)

Copy to ENGINEER

(owner)

By

(Authorized Representative)

(Title)

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