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C. Payment Becomes Due

1. Thirty days after the presentation to OWNER of the Application for Payment and accompanying
documentation, the amount recommended by ENGINEER will become due and, when due, will be paid by
OWNER to CONTRACTOR.

14.08 Final Completion Delayed

A. If, through no fault of CONTRACTOR, final completion of the Work is significantly delayed, and if
ENGINEER so confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment and
recommendation of ENGINEER, and without terminating the Agreement, make payment of the balance due for
that portion of the Work fully completed and accepted. If the remaining balance to be held by OWNER for Work
not fully completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been
furnished as required in paragraph 5.01, the written consent of the surety to the payment of the balance due for
that portion of the Work fully completed and accepted shall be submitted by CONTRACTOR to ENGINEER
with the Application for such payment. Such payment shall be made under the terms and conditions governing
final payment, except that it shall not constitute a waiver of Claims.

14.09 Waiver of Claims
A. The making and acceptance of final payment will constitute:

1. A waiver of all Claims by CONTRACTOR against OWNER other than those previously made in writing
which are still unsettled.

ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 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. Ifthe 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 part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, CONTRACTOR shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts 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.

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the OWNER of
all orders or subcontracts to the extent they relate to the performance of work terminated, abandoned, or
suspended under the notice, assign to the OWNER any orders or subcontracts specified in the notice, and
revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a written notice from
the OWNER to resume performance.

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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.

15.02 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.

15.03 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. 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.

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Neither party shall be considered in default of the performance of its obligations hereunder to the extent that
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, consultants, vendors, or suppliers are
expressly recognized to be within CONTRACTOR's control.

ARTICLE 16 - DISPUTE RESOLUTION

16.01 Methods and Procedures

A. 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 a 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 - MISCELLANEOUS

17.01 Giving Notice

A. Whenever any provision of the Contact Documents requires the giving of written notice, it will be deemed to
have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the
corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to
the last business address known to the giver of the notice.

17.02 Computation of Times

A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the
first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on
a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the
computation.

17.03 Cumulative Remedies

A. The duties and obligations imposed by these General Conditions and the rights and remedies available
hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation or, any
rights and remedies available to any or all of them which are otherwise imposed or available by Laws and
Regulations, by special warranty or guarantee, or by other provisions of the contract Documents, and the
provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in
connection with each particular duty, obligation, nght, and remedy to which they apply.

17.04 Survival of Obligations
A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance

with the Contract Documents, will survive final payment, completion, and an acceptance of the Work or
termination or completion of the Agreement.

GC - 55 of 57

17.05 Controlling Law

A. 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

17.06 Access to Records

A. At all times during regular business hours, CONTRACTOR shall provide full and free access to the OWNER,
ENGINEER, and State of New Hampshire to any books, documents, papers, and records related to the work for
the purpose of examination, audit, and duplication. The CONTRACTOR shall maintain all required accounts,
records, and books for three years after final completion of the work.

17.07 Road Closures and Traffic Delays

A. Partial or full closure of streets in order to facilitate construction will be permitted, or required by the
Engineer in accordance with the following:

1. If the CONTRACTOR proposes a closure, the CONTRACTOR notifies the OWNER in writing at least 5
days prior to the proposed closure of his intent to close the road.

2. At least 5 days prior to the proposed closure, the CONTRACTOR shall submit a detour traffic plan for
each location being detoured.

3. The CONTRACTOR shall install standard traffic control devices in accordance with the Detour Signage
plan provided in the bid documents and the Manual on Uniform Traffic Control Devices (MUTCD.)

4. The detour signage shall be covered when the road closure is not in effect.

B. CONTRACTOR shall notify the following agencies of any traffic delays or road closures three days in
advance of the work:

Nashua Police Department: (603) 594-3500
Nashua Fire Department: (603) 594-3652
School Bus Garage: (603) 594-4300
Nashua Solid Waste Department (603) 589-3410
Nashua Building Department (603) 589-3080

17.08 Prohibited Interests

A. 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, noncontractual, financial or otherwise, in this
contract or in the business of CONTRACTOR. 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.
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 OWNER determines that a conflict exists and was not disclosed
to the OWNER, it may terminate the contract at will or for cause in accordance with Article 15.02.

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B. In the event Contractor (or any of its officers, partners, principals, or employees acting with its authority) is
convicted of a crime involving a public official arising out or in connection with the procurement of work to be
done or payments to be made under this contract, City may terminate the contract at will or for cause in
accordance with paragraph 9. Upon termination, Contractor shall refund to the City any profits realized under this
contract, and Contractor shall be liable to the City for any costs incurred by the City in completing the work
described in this contract. At the discretion of the City, these sanctions shall also be applicable to any such
conviction obtained after the expiration or completion of the contract.

C. Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were offered or
given by Contractor to any officer or employee of the City with a view toward securing a contract or securing
favorable treatment with respect to the awarding or amending or making of any determinations with respect to the
performance of this contract. If City determines that such gratuities were or offered or given, it may terminate
the contract at will or for cause in accordance with Article 15.02.

D. The rights and remedies of this section shall in no way be considered for be construed as a waiver of any other
rights or remedies available to the City under this contract or at law.

17.09 Cooperation with Refuse Pickup
A. The Contractor shall determine the schedule for trash pickup by contacting the City of Nashua Solid Waste
Department. The Contractor shall cooperate and make arrangements to insure that trash pickup is not delayed or

obstructed in any way. This may involve the Contractor bring trash barrels to the front or backside of the work
area for pickup by the Solid Waste Department and then returning the barrels back to each house.

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DIVISION 7

SUPPLEMENTARY CONDITIONS

SUPPLEMENTARY CONDITIONS

These Supplementary Conditions amend or supplement the Standard General Conditions of the
Construction Contract and other provisions of the Contract Documents as indicated below. All
provisions which are not so amended or supplemented remain in full force and effect.

ARTICLE 2 — PRELIMINARY MATTERS

SC-2.06B Subcontractor’s Pre-Construction Meetings

Each Individual Subcontractor will be required to attend a Pre-Construction Meeting to
discuss technical, safety, schedule and other issues. Each meeting shall be attended by
the Subcontractor’s responsible person in charge for the work and by the contractor’s

superintendent.

ARTICLE 6 -- CONTRACTOR'S RESPONSIBILITY

SC-6.01C Supervision and Superintendence

Machine operators, including operators of paving machines, will not be considered
Superintendents. The Superintendent is expected to attend regularly scheduled progress

meetings.

Night work may be necessary on streets with high daily traffic. High traffic streets are:

a. West Hollis St
b. Main Dunstable Rd.
c. Daniel Webster Highway

ARTICLE 17 -- MISCELLANEOUS

SC-17.10 Coordination with other parties:

CONTRACTOR is expected to work with the City to address minor drainage issues in
existing roadways. Resolution to drainage issue can entail shimming, milling, and/or
modifications to proposed road treatment.

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LIST OF EXHIBITS
A. Notice of Award
B. Notice to Proceed

C. Change Order
D. Certificate of Substantial Completion

DIVISION 8

EXHIBITS

NOTICE OF AWARD

DATED:

TO:

(Bidder)
ADDRESS:
OWNER’S CONTRACT NO. :
PROJECT:

(Insert name of Contract as it appears in the Bidding Document)
You are notified that your Bid dated for the above Contract has been considered. You are

the apparent Successful Bidder and have been awarded a contract for

as advertised plus
addendums.
(Indicate total Work, alternatives or sections or Work awarded)

The Contract Price of your contract is
($ )
The proposed Agreement that the OWNER expects to execute, accompanies this Notice of Award.

1. You must deliver to the OWNER __3__ fully executed counterparts of the proposed Agreement that the
OWNER expects to execute

2. You must deliver to the OWNER the Contract Security (Bonds), as specified in the General Conditions
(paragraph 5.01), and Certificate of Liability Insurance, as specified in General Conditions (paragraph
5.04),

3. (List other conditions precedents).

Failure to comply with these conditions within the time specified will entitle OWNER to consider your bid in
default, to annul this Notice of Award and to declare your Bid Security forfeited.

(FOR THE CITY OF NASHUA)

(TITLE)

Notice of Award

NOTICE TO PROCEED

DATED:

TO:

(Contractor)

ADDRESS:

OWNER’S CONTRACT NO.

PROJECT:

(Insert name of Contract as it appears in the Bidding Document)

You are notified that the Contract Times 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 Article 4 of the Agreement, the dates of Substantial
Completion and Final Completion are and
respectively.

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

(Add other requirements)

By

(For the City of Nashua)

(Title)

lof l
Notice to Proceed