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10.

11.

12.

13.

14.

15.

16.

The CONTRACTOR shall carefully study and compare the Contract Documents with each
other and with information furnished by the OWNER. Before commencing activities, the
CONTRACTOR shall: (1) take field measurements and verify field conditions; (2) carefully
compare this and other information known to the CONTRACTOR with the Contract
Documents; and (3) promptly report errors, inconsistencies or omissions discovered to the
OWNER.

Within ten (10) days of notification of award, and prior to commencement of work, the
CONTRACTOR shall obtain and forward to OWNER a Performance Bond and a Payment
Bond representing 100% of the contract work

The CONTRACTOR shall supervise and direct the Work, using the CONTRACTOR’s best
skill and attention. The CONTRACTOR shall be solely responsible for and have contro] over
construction means, methods, techniques, sequences and procedures, and for coordinating all
portions of the Work.

The CONTRACTOR, as soon as practicable after award of the Contract, shall furnish in
writing to the OWNER the names of subcontractors or suppliers for each portion of the Work.
The OWNER will promptly reply to the CONTRACTOR in writing if, after due
investigation, he has reasonable objection to the subcontractors or suppliers listed.

Unless otherwise provided in the Contract Documents, the CONTRACTOR shall provide and
pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and
services necessary for proper execution and completion of the work.

The CONTRACTOR shall deliver, handle, store and install materials in accordance with
manufacturers’ instructions.

The CONTRACTOR warrants to the OWNER that (1) materials and equipment furnished
under the contract will be new and of good quality unless otherwise required or permitted by
the Contract Documents; (2) the Work will be free from defects not inherent in the quality
required or permitted; and (3) the Work will conform to the requirements of the Contract
Documents. .

The CONTRACTOR shall pay sales, consumer, use and similar taxes that are legally required
when the Contract is executed.

The CONTRACTOR shall obtain and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution and completion of
the Work.

The CONTRACTOR shall comply with and give notices required by agencies having
jurisdiction over the Work. If the CONTRACTOR performs Work knowing it to be contrary
to laws, statutes, ordinances building codes, and rules and regulations without notice to the
OWNER, the CONTRACTOR shall assume full responsibility for such Work and shall bear
the attributable costs. The CONTRACTOR shall promptly notify the OWNER in writing of
any known inconsistencies in the Contract Documents with such governmental laws, rules and
regulations.

The CONTRACTOR shali promptly review, approve in writing and submit Shop Drawings,
Product Data, Samples and similar submittals required by the Contract Documents. Shop
Drawings, Product Data, Samples and similar submittals are not Contract Documents.

The CONTRACTOR shall confine operations at the site to areas permitted by law,
ordinances, permits, the Contract Documents and the OWNER.

The CONTRACTOR shall be responsible for cutting, fitting or patching required completing
the Work or to make its parts fit together properly.

The CONTRACTOR shall keep the premises and surrounding area free from accumulation of
debris and trash related to the Work.

CONTRACTOR warrants and guarantees to OWNER, for 1 (one) year, upon completion of
work, that all Work will be in accordance with the Contract Documents and will not be

Page 5 of 12

defective. CONTRACTOR’s warranty and guarantee hereunder excludes defects or damage

caused by:

> Abuse, modification, or improper maintenance or operation by persons other than
CONTRACTOR, subcontractors, suppliers, or any other individual or entity for
whom CONTRACTOR is responsible; or

> Normal wear and tear under normal usage.

ARTICLE 8 — CHANGES IN THE WORK

L,

After execution of the Contract, changes in the Work may be accomplished by Change Order
or by order for a minor change in the Work. The OWNER, without invalidating the Contract,
may order changes in the Work within the general scope of the Contract consisting of
additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted
accordingly.

. A Change Order shall be a written order to the CONTRACTOR signed by the OWNER to

change the Work, Contract Sum or Contract Time.

Change Order requests must include material and equipment cost plus labor with a profit
margin of no more than 10%. Change Orders may require approval by the Board of Public
Works and the OWNER’s Finance Committee vote prior to proceeding.

The OWNER will have authority to order minor changes in the Work not involving changes in
the Contract Sum or the Contract Time and not inconsistent with the intent of the Contract
Documents. Such changes shall be written orders and shall be binding on the OWNER and
CONTRACTOR. The CONTRACTOR shall carry out such written orders promptly.

If concealed or unknown physical conditions are encountered at the site that differ materially
from those indicated in the Contract Documents or from those conditions ordinarily found to
exist, the Contract Sum and Contract Time shall be subject to equitable adjustment following
authorization of the OWNER to the charges.

ARTICLE 9 — TIME

1,
2.

Time limits stated in the Contract Documents are of the essence to the Contract.

If the CONTRACTOR is delayed at any time in progress of the Work by changes ordered in
the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other
causes beyond the CONTRACTOR’s control, the Contract Time shall be extended by Change
Order for such reasonable time as may be determined.

ARTICLE 1i — PAYMENTS AND COMPLETION

1,

The Contract Sum stated in the Agreement, including authorized adjustments, is the total
amount payable by the OWNER to the CONTRACTOR for performance of the Work under
the Contract Documents.

Each item shall be submitted for payment upon completion and verified as complete by
Wastewater Engineer or Wastewater Superintendent, at which time 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.

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10.

11.

12.

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 shail, 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 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 li- 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 total value of the contract 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 total value of the contract work 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 total value of the contract 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 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.

Page 8 of 12

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.

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:

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 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 i6— 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

Page 10 of 12

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 shail 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.

{f 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.

ao

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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) Paxor Construction (signature)

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

Date Date

Page 12 of 12

ATTACHMENT C IFB0331-091213
WWITF DOOR UPGRADES
BID SCHEDULE
(revised 09-07-18 Addendum #1)
Door No, Location Description of Work Cost
1 Control Bldg. Two (2) New exterior corrosion resistant door; one door with $ 21.614.40
Garage Bay glass window new corrision resistant frame ’ .
Control Bldg. : . tna. .
2 Wet Well Entrance New exterior door with accessories; repaint fame $4 , 313.55
3 Control Bldg. New exterior door with accessories, repair and repaint frame $7 377.36
SW Entrance , 5 .
4 Pipe Gallery New exterior door with accessories; repair and repaint frame | $7 _ 377.36
East Entrance ; 5 .
Aeration Bldg. . Sth arrreerimes caret nat
5 East Entrance New exterior door with accessories; repair and repaint frame | $4 5013.55
Aeration Bidg. . sewn. .
6 West Entrance Replace handle and locking mechanism; repaint door $1,285.94
Pump Bidg. New corrosion resistant exterior door with accessories; repair
7 NW Entrance and repaint frame $6,551 35
Pump Bldg. . : .
8 SW Entrance New handle and locking mechanism $799.74
Pump Bldg. New corrosion resistant exterior door with accessories; repair
9 North Entrance and repaint frame 56,470 91
Pump Bidg, New corrosion resistant exterior door with accessories; repair
10 East Entrance and repaint frame $6 ’ 470.9 1
Pump Bidg. srresr
li Electricial Room New handle and hinges $1 1328.48
Dechlor Bldg. New corrosion resistant exterior door with accessories; repair
12 South Entrance and repaint frame $6 470 91
Dechlor Bldg. New corrosion resistant exterior door with accessories; repair
13 West Entrance and repaint frame $6 3 A470 91
Bechlor Bdig.
14 Inside Door New handie and door closure $1,685.97
. New corrosion resistant exterior door with accessories; $11,797.74
Grit Bldg : : :
15 Bast Entrance replace bottom section of frame, repaint, and fill frame with
a France concrete, Check door bolt location; may need to replace frame.
Control Bldg. ae . : :
16 Lunchroom New interior door; fire rated with window $3, 196.16

ATTACHMENT C IFBO331-091218

WANTF DOOR UPGRADES
BID SCHEDULE
(revised 09-07-18 Addendum #1)
Door No, Location Description of Work Cost
Control Bidg eo
7 south Entrance New hinges $320 07
Control Bldg var hdernes
18 North Entrance New hinges $320 07
Contral Bldg. ence
19 North Generator |New hinges and handles $96 8.68
coneror Eide. New, double wide, corr resist interior deor and frame; 3' wide | $17,270.33
20 os 6 door with handle {other side is solid 24" door, no handle with
Disinfection
flush bolts)
Garage Entrance
Control Bldg.
21 Sludge Dewatering |New handle and closure $1,221.66
Control Room
22 Contingency Replace doors that cannot be repaired $ 15,000.00
TOTAL BID PRICE FIGURES] $ 1 36,154.86

TOTAL BID PRICE WORDS:

One Hundred Thirty Six Thousand One Hundred Fifty Four
Eighty Six Cents

Dollars and

Cents

Contractor; Paxor Construction, LLC
Address; PO BOX 1401 Merrimack, NH 03054
hitoizesionim: RODETt Helminen Biel sere Rober ene
pate: 09/10/2018
Phone, 003-262-1400
Email Address: PAXOrconstruction@gmail.com