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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.
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.

Page 9 of 12

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 tc adhere to any or al! 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

Page 10 of 12

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.

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.

Qe

Page 11 of 12

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

City of Nashua, NH (signature) CONTRACTOR (signature)

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

Date Date

Page 12 of 12

4.02 Dates for Substantial Completion and Final Payment
Project will begin once a written “Notice to Proceed” is issued.

Substantial Completion shall be 180 __ calendar days from the Notice to Proceed and Final
Completion shall be __240 _ calendar days from the Notice to Proceed

4.03 Liquidated Damages

A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and
that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph
4.02 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions.
The parties also recognize the delays, expense and difficulties involved in proving in a legal or arbitration
preceding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead
of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but
not as a penalty) CONTRACTOR shall pay OWNER ONE THOUSAND dollars ($1,000) for each calendar day
that expires after the time specified in paragraph 4.02 for Substantial Completion until the Work is
substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse or fail to
complete the remaining Work within the time specified in paragraph 4.02 for completion and readiness
for final payment or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER
ONE THOUSAND dollars ($1,000) for each calendar day that expires after the time specified in paragraph
4.02 for completion and readiness for final payment until the Work is completed and ready for final
payment.

B. In the event that the CONTRACTOR fails to pay OWNER the specified liquidated damages
amount within thirty (30) days of CONTRACTOR's being notified of said damages, OWNER may deduct the
amount of the assessed liquidated damages from the final payment or retention withheld pursuant to
Article 14 of the General Conditions.

ARTICLE 5 - CONTRACT PRICE

5.01 Subject to additions and deductions by Change Order, the OWNER shall pay CONTRACTOR, in
accordance with the Contract Documents, the Contract Sum of:

DOLLARS

($ )

The Contract Sum shall include all items and services necessary for the proper execution and completion
of the Work determined below:

A. for all Unit Price Work, an amount equal to the sum of the established Unit Price for each
separately identified item of Unit Price Work times the estimated quantity of that item, as indicated in the
attached Schedule of Values;

B. as provided in paragraph 11.03 of the General Conditions estimated quantities are not
guaranteed, and determinations of actual quantities and classification are to be made by ENGINEER as
provided in paragraph 9.08 of the General Conditions. Unit prices have been computed as provided in
paragraph 11.03 of the General Conditions.

AG -2o0f7

SCOPE OF WorRK/BID ForRM

PROJECT IDENTIFICATION:

SCOPE OF WORK:

The project consists of the installation of two solar powered variable message speed
feedback signs on Dublin Avenue in the vicinity of Birch Hill Elementary School. The
scheduled work includes the purchase and installation of two variable message speed feedback
signs, poles and foundations.

THIS BIDIS SUBMITTED TO: City of Nashua
Purchasing Department
229 Main Street, City Hall
Nashua, NH 03061-2019

The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an
agreement with OWNER in the form included in the Bidding Documents to perform all Work as
specified or indicated in the Bidding Documents for the prices and within the times indicated in
this Bid and in accordance with the other terms and conditions of the Bidding Documents.

BIDDER accepts all of the terms and conditions of the Advertisement or Invitation to Bid
and Instructions to Bidders, including without limitation those dealing with the disposition of Bid
security. The Bid will remain subject to acceptance for 60 days after the day of Bid opening, or
for such longer period of time that Bidder may agree to in writing upon request of OWNER.

In submitting this Bid, BIDDER represents, that:

A. BIDDER has examined and carefully studied the Bidding Documents and the
following Addenda, receipt of all which is hereby acknowledged.

ZL Cus hea L017
"2. Cet. 194 SOND

B. BIDDER has visited the Site and become familiar with and is satisfied as to the
general, local and Site conditions that may affect cost, progress, and performance
of the Work.

BF 1 of 3

C. BIDDER is familiar with and is satisfied as to all federal, state and local Laws and
Regulations that may affect cost, progress and performance of the Work.

D. BIDDER does not consider that any further examinations, investigations,
explorations, tests, studies, or data are necessary for the determination of this Bid
for performance of the Work at the price(s} bid and within the times and in
accordance with the other terms and conditions of the Bidding Documents.

E. BIDDER is aware of the general nature of work to be performed by OWNER and
others at the Site that relates to the Work as indicated in the Bidding Documents.

F. BIDDER has correlated the information known to BIDDER, information and
observations obtained from visits to the Site, reports and drawings identified in
the Bidding Documents, and all additional examinations, investigations,
explorations, tests, studies, and data with the Bidding Documents.

G. BIDDER has given ENGINEER written notice of all conflicts, errors,
ambiguities, or discrepancies that BIDDER has discovered in the Bidding
Documents, and the written resolution thereof by ENGINEER is acceptable to
BIDDER.

H. The Bidding Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for performance of the Work for which
this Bid is submitted.

BIDDER further represents that this Bid is genuine and not made in the interest of or on
behalf of any undisclosed individual or entity and is not submitted in conformity with any
agreement or rules of any group, association, organization or corporation; BIDDER has not
directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid;

BIDDER has not solicited or induced any individual or entity to refrain from bidding; and
BIDDER has not sought by collusion to obtain for itself any advantage over any other Bidder or

over OWNER.

The requirements of the New Hampshire Revised Statutes Annotated shall apply to this
project. The BIDDER is responsible for compliance with all applicable statutes. The entire set
of the Revised Statutes Annotated is available online at:

hitp://gencourt. siste.nh. us/rsa/html/indexes/default htnal

BIDDER will complete the Work in accordance with the Contract Documents for the
following prices:

SEE ATIACHED BID SCHEDULE

A. Unit Prices have been computed in accordance with the measurement and
payment sections of the technical specifications for each item.

BF 2 of 3

B. BIDDER acknowledges that estimated quantities are not guaranteed, and are
solely for the purpose of comparison of Bids, and final payment for all Unit Price
Bid items will be based on actual quantities provided, determined as provided in
the Contract Documents.

BIDDER agrees that the Work will completed and ready for final payment on or before
the dates or within the number of calendar days indicated in the Agreement.

The following documents are attached to and made a condition of this Bid:

A. Bid Form;

Communications conceming this Bid shall be addressed to:
(Contractor's mailing address to be filled in by Bidder)
7 2 ae

ra“;
ah

20s?

+ 2 eee ra 2 >
State of Incorporation (if applicable): HE

Type (General Business, Professional, Service, Limited Liability) (ifapplicable):
gg

Ree ore ACA

If doing business as a Partnership — attach evidence of. authority to sign.
If doing business as a Corporation — attach evidence of authority to sign and use corporate seal.

BF 3 of 3

2) THE CITY OF NASHUA "The Gate City”
Parbaing Dperinent

October 19, 2017
IFBO851-103017

Safe Route To Schoo!
ADDENDUM #2

Information included in this document becomes a part of the original IFB.

If you are submitting a paper bid, please sign below to indicate receipt of this additional information and include this
page with your bid submittal. If you are submitting a bid via Bid Express please be sure to acknowledge the addendum

on the website before submitting your bid.
Fallure to acknowledge the addendum will result In the bid submittal being disqualified.

ADDENDUM 2 is being issued to respond to submitted questions:
Do you have a plan hoider’s list/bidder’s list? No

Do you have an estimated project value? No

Start date — TBD at this time

Union requirements — No

6 @© @ «@

All other aspects of the original document remain the same.

Thank you,

Danielle Greanberg
City of Nashua‘

Purchasing Agent II
greenbergd@nesuianh gov

Addendum #2 include i incorporated into bid submittal for 1FB0851-103017.

is addendum In your bid package.

Please sign and include

\F80861-103017 ADDENDUM 2
228 Main Street © Nashua, New Hampshire 09061 » Phone (603) 589-3390 « Fax (603) SB9-3299 Page 1 of 1

P=) THE CITY OF NASHUA “The Gate Chy

Minancial Nervievs
Purhasing Department

October 16, 2017
IFB0851-103017

Safe Routes to School — Birch Hill Elementary
Variable Message Speed Feedback Signs
ADDENDUM #1

Information included in this dacument becomes a part of the original IF3.

If you are submitting a paper bid, please sign below to indicate receipt of this additional information and include this
page with your bid submittal. if you are submitting a bid via Bid Express please be sure to acknowledge the addendum

on the website before submitting your bid.
Failure to acknowledge the addendum will result in the bid submittal bei alified.

ADDENDUM 1 is being issued to include drawings.

All other aspects of the original document remain the same,

Respectfully,

e (i) a se
bina ees,

Danielle Greenberg \_ /
City of Nashua -@urchasing Agent Il
Rreenbergd@nas h.gov

iacorporated into bid submittal for iFB0851-103017

Addendum #3 received and
ndum in your bid package.

Please sign and include this

thuthofized Signature) XA

(Date)

Meu Mon, LOC.

(Name of Firm)

I1FBO851-103017 ADDENDUM 1

228 Main Street » Nashua, New Hampshire 03061 » Phone (603) 569-3330 © Fax (603) 589-3233 Page 1 of 1!