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10.

Il.

12.

Once every thirty (30) days, the 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 directly to:

City of Nashua
Accounts Payable

PO Box 2019

Nashua, NH 03061-2019
Attn: William Keating

To facilitate the proper and timely payment of applications, the OWNER requires that

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

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.

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.

Page 7 of 12

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.

b. 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.

c. 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 hold 2% retainage

during the 1 (one) year warranty period and release it only after the project has been
accepted.

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

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.

. 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 shail 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

Page 8 of 12

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.

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.

Page 9 of 12

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

—

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.

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.

lod

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 ofp 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.

Page 10 of 12

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.

3. 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.

Page 11 of 12

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

City of Nashua, NH (signature) William P Davis Excavation LLC (signature)

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

Date Date

Page 12 of 12

Major capital asset additions during the current fiscal year included the following (in thousands):

Governmental Activities

Citywide Streets Paving Program $ 8,643
Fairgrounds Middle School Renovations 8,312
School Energy Saving Equipment 6,672
Pennichuck Middle School Renovations 4,696
School Technology - Software & Hardware Upgrades 3,146
Public Health Building Improvements 3,083
New Middle School Construction 2,482
Vehicles 2,093
55 Franklin Street Land & Building 1,825
School Technobgy - Software & Hardware 1,697
Jackson Falls Hydro Facility Improvements 1,643
2021 Pierce Arrow XT1500 Ladder Truck 1,357
City Hall Buildings Improvements 1,038
DPW Fuel Island Upgrades 400
Sidewalk Improvements 345

Business-Type Activities

Sewer Infrastructure Improvements $ 1,808
Wet Weather Influent Screening 1,182
2021 Pump Station Upgrades 1,056
CLIPP Lining Project Phase II 836
Primary Tanks Upgrades 817
CMOM Implementation Engineering Services 706
Solid Waste Packer Rear Loader Trucks (2) 556
Landfill Expansion Construction Phase IV 530

Additional information concerning the City’s capital assets can be found in Note 8 on pages 63 - 64.

29

EXHIBIT B

INVITATION FOR BID
ADDENDUM #1

THE CITY OF NASHUA eseaseHe

Fraanaal Nervewes
Purchesing Department

November 28, 2016

RFP1087-120916
Upgrade of Sewer System Siphon Covers
ADDENDUM #1

information included in this document becomes a part of the original RFP.

Please sign below to indicate receipt of this additional information and include this page with your bid
submittal,

Addendum #1 is being issued to correct the Bid due date from Thursday, December 9, 2016 to Friday,
December 9, 2016 and to include a Revised Bid Sheet with 3 additional locations. Please see attached

documents for information.

All other aspects of the original document remain the same

Respectfully,

Danielle Greenberg
City of Nashua - Purchasing Agent |!
GreenbergD@nashuanh-.gov

Addendum #1 received and incorporated into bid submittal for RFP1087-120916
Please sign and include this addendum in your bid package.

(Authorized Signature)

12/09/2016
(Date)

William P Davis Excavation LLC

(Name of Firm)

RFP 1087-120916 UPGRADE OF SEWER SYSTEM SIPHON COVERS ADDENDUM #)
229 Main Street » Nashua, New Hampshire 03061 « Phone (803) 589-3330 » Fax (803) 589-3233

ADDENDUM |
SIPHON COVER MODIFICATIONS

WORK SCOPE AND BID SHEET

The following modifications are to be made to the Siphon Cover Modifications Work Scope and
Bid Sheet:

I.

rs)

Request tor Proposal dated November 21, 2016, first paragraph under Instructions To
Bidders, change the day from Thursday, December 9, 2016 to Friday, December 9, 2016.

Three new manhole covers will be installed on existing structures located on the walkway
behind the library. Locations for the new frame and covers are shown on the attached
GIS map titled Library Walkway Manhole Locations. All covers are 32-inch diameter.

New covers shall be either ductile tron hinged equal to the Pamrex DI trame & cover
from EJ Prescott or a composite material equal to that from GMI Composite (series
3200). The cover shall be rated for H20 loading in the event an emergency vehicle needs
to drive down the walkway. Two sets of hooks and locking keys shall be provided with
the covers. The word “SEWER” should appear on the top of the cover.

The walkway is a gravel path. It is wide enough for a backhoe to travel down. The old
cast cover and frames shal! be removed and delivered to the Street Department at 9
Stadium Drive in Nashua. The new covers shall be slightly higher (1-inch) than
surrounding path but packed flush with gradually sloping gravel to create a smooth edge
with the walkway and no tripping hazard.