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days prior to implementing such changes and shall require mutual consent between Sapphire
Digital and the Customer. Pursuant to the Engagement Plan, Sapphire Digital may send to
Members SmartShopper Program awareness communications, transactional communications
or communications related to the Member’s individual SmartShopper Program transaction or
experience via telephone, email, text and mailings. All printing, materials and associated
postage will be paid by Sapphire Digital as agreed to in the Engagement Plan. To the extent
necessary for Sapphire Digital to send such communications and upon request from Sapphire
Digital, Customer will provide contact information if available for such Members. Customer
agrees that for any contact information that Customer provides for use in connection with this
Agreement, Customer is responsible for obtaining from the Member consent necessary for the
use of that information. Customer acknowledges and agrees that Sapphire Digital shall not
become or be considered a plan fiduciary as a result of such communications or any other
actions taken under the SmartShopper Program.

b. On or before the Effective Date, Customer agrees to:

i. Deliver a leadership announcement in a form and format to be mutually agreed
upon by the Parties to all Members announcing the SmartShopper program and
encouraging Members to utilize the SmartShopper Program whenever they are
to procure a healthcare service covered under the SmartShopper Program.

ii. Deliver where applicable, communications to covered Members regarding the
SmartShopper Program.

c. Inthe event the Customer fails to comply with the Engagement Plan mutually agreed to or
otherwise comply with the obligations set forth in this Section 3, Sapphire Digital shall provide
written notice of such breach to Customer. In the event Customer fails to remediate such breach
within thirty (30) days of receipt of written notice, Sapphire Digital shall be permitted to stop
investing hard costs into the Engagement Plan (including but not limited to mailers). If such
breach is not remediated within sixty (60) days of written notice, the Agreement may be
terminated by either Party.

4. Incentive Reward Payments.

a. Sapphire Digital shall provide Incentive Reward Payments to Members that fully comply
with the terms of the SmartShopper Program and utilize a Cost-Effective Provider for a medical
procedure described in “Attachment B”. Sapphire Digital shall make the authorized Incentive
Reward Payments from the Incentive Fund. Funds held in the Incentive Fund account shall
be used by Sapphire Digital for the sole purpose of making Incentive Reward Payments.
Sapphire Digital shall return any unused funds upon termination or expiration of this
Agreement, after all outstanding Incentive Reward Payments have been made, but no later than
ninety (90) days after the termination or expiration date. Following the termination of this
Agreement for any reason, Sapphire Digital shall continue to provide runout Services during
the wind-down period (as provided in Section 1 above) of six (6) months following the
termination effective date. Such Services shall include, without limitation, processing the
payment of any and all Incentive Reward Payments with respect to eligible claims incurred by
Enrollees prior to the date of such termination. Enrollees are required to shop for the service
prior to the effective date of the termination of the Agreement and Sapphire Digital must
receive and process the confirmatory claims data for the service of a Cost- Effective Provider
prior to such termination date. Incentive Fund accounts do not bear interest. Furthermore,
Customer shall have the right to request, upon thirty (30) days advanced written notice, an
updated accounting of the funds in the Incentive Fund account.

£309-D9 ‘

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. :RWC Enterprises/DBA Current Balance Sheet gc 5/12/2020
IRWCAssets 6 | 7 oS Cee
Own = «2032 Volvo L0G ne _ 85,000
Own "pont Leeboy 8500 Paver oe , 75, 000]
Own «A978 Cat 966C ot oe 7 - 20,000]
Own __ {2002 Kobelco ED 180 Blade Runner Excavator 65,000
Lease/Purch _ 2018 Bobcat E85 Excavator oe - of 104,000
Own _'2046 Bobcat 1740 Track Loader 50,000
own - (2038 | Bobcat S650 Loader w/ Hyd Planer : an 30,000
Own "2002 Terex HR 32 Excavator : | 30,000
[Own 4983 John Deer 750E Dozer “5,000
loan 2005 Cat DSN Hightrack 6 way blade (owe 37m) 7 , 50,000}
(Own {2009 Hamm 140 Pbie drum Vib 10 Ton Roller 34,000)
lown __ {2002 Hyster 350 10 Ton Raller 8,080;
own = «2000 Hamm 1200 Dbidrum5Ton Roller 25,000]
Own :2010 Leeboy 4005 Ton Roller 10,000]
Own ‘2008 Roto Screen 454 Trommel Screener : oe 55, 000
Own _2002 Interstate 20Ton Trailer 40,000
Own __ 2015 Bobcat Trailer * OS oe __5,000
Own lous Bobcat Trailer - 5,000
Own ssi ‘Service Trailer , Welder,A/C, Snapon Tool box, Benches | 80, ooo
Own 2008 Airman PD 185 Ton Air compressor : oe "7,600
‘Own _ 12005 Trenchless Boring Tool ; “5, 000
lOwn ____ 2000 Ten Wheel Western Star Reconditioned | 40,000
Own a {2002 Ti 2 Triaxle | Western Star ~ , : - : 50,000)
Own .2006 International 6 Wheel Plow, Wing. Compu Spreader . oo 40,000
own ;2001 Internationat 6 Wheel Plow, Wing, Compu Spreader — 20,000
Own — ,2000, International 6 wheel Plow, Wing, Compu Spreader 15,000
Own a a “4999 Ford L 8000 6 Wheel Plow, Wing, Compu Spreader _ 10,000
loan 12011 Ford F550 Dump Trk, Plow, , Wing, Compu Spreader (owe $8m} 30,000
Loan 12016 Dodge 5500 (owe 30m) 40,000
own 2018 Curb Paver oe 7,000)
ove ee pe Total * __ 1,020,000
Key Personel | a
Bob Champagne oo . Owner, ‘Manager _

Mike Champagne bee “Foreman 7

Brian Howe nm _. ‘Equipment Operator | :

Chris Houle _. “Truck Driver -o _ _ |
Tim Geddes To _ ‘Laborer ;

James ‘Laborer

Devin jinChampagne ‘Laborer , ; a
Gloria Courtemanche "Bookkeeper

Redmond l

t

Ally Bank (

. I

Credit C Cards a
Chrystler | Capitol (tek loan)

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Current Liabilities

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Brox Industries s (gravel & hottop) |
Maynard &le Lessier (tire Co)

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a.

5500 Dodge trk loan)

Financial Pacific { DSN Dozer)
Weils Fargo Lo Loader er 7740 toan oo
Wells Fargo. Mini Excavator lease

Aroma Joes Armherst NH
Country View/NH C Core, Hoocksette

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City of Nashua
Driveway and parking , ‘Weare | NH
Misc, Driveways and paving
House Lot, Salem NHI
Randy Kir Kings Nashua

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Triangle Credit Union: :
St Mary's Bank

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(RWC Enterprises/DBA Current Balance Sheet gc 5/12/2020 ‘pg 2

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10,000 .
ae 10,000. -
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2$755.52/mo_ $10,000
-764.63/mo ‘32,000
_2269.99/mo 37,000!
.979.29/mo 10,000:

2249.81/mo na

Recent Jobs
se ee Fr -— £ - _

Ferryalls Court yO _May-19 $125,000 ©
Salvail Circle . a May-19. 128,000:
Wionica Dr. _—— Nov-19: 178,000 - _ ;

j ‘Total 431,000'
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Workon Hand _ | ‘Completion - _,

jun-20. $247,000
May-20 170,000
~ May-20° ~~ 40,000:
~ Jun-20 50,000!
duk2o 20.000 _
Jun-20. © 60,000' a
jul-20__ 30,000
Aug-20, 30,000.
Total = $647,000,
$119,832 |
$75,000 -

$194,832.00 |

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$4,2 244, 832.00 °

DIVISION 5

STANDARD FORM OF AGREEMENT

BETWEEN OWNER AND CONTRACTOR

THIS AGREEMENT is dated as of the day of in the year 2020 by and between the
City of Nashua, New Hampshire (hereinafter called OWNER) and RWC__Enterprises and its
successors, transferees and assignees together (hereinafter called CONTRACTOR).

OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as
follows:

ARTICLE 1 - WORK
1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents.
ARTICLE 2 - THE PROJECT

2.01 The Project for which the Work under the Contract Documents may be the whole or only a part is
generally described as follows:

The work will be to reconstruct pedestrian sidewalks with new and reset sranite curbing on a
portion of East Hollis Street from 242 Main Street (CVS Pharmacy) to Harbor Avenue.

ARTICLE 3 - ENGINEER
3.01 The Project has been designed by: Division of Public Works
Engineering Department
9 Riverside Street
Nashua, NH 03062
who is hereinafter called ENGINEER and who is to act as OWNER's representative, assume all duties and
responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in
connection with completion of the Work in accordance with the Contract Documents.
ARTICLE 4 - CONTRACT TIMES
4.01 Time of the Essence

A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for
final payment as stated in the Contract Documents are of the essence of the Contract.

4.02 Dates for Substantial Completion

The anticipated start date of the contract is on or about May 18, 2020. Project will begin once a written
“Notice to Proceed” is issued. Substantial Completion shall be by August 7, 2020. Completion. Final

Completion shall be by August 21, 2026,

AG -1 of?

4.03 Liguidated 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 provimg 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 FIVE HUNDRED TWENTY dollars ($520) 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 FIVE
HUNDRED TWENTY dollars ($520) for each calendar each 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 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:

ONE HUNDRED SEVENTY-ONE THOUSAND SEVEN HUNDRED FIFTY-NINE and 00/100 DOLLARS
($171,759.00

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 Bid Schedule;

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.

ARTICLE 6 - PAYMENT PROCEDURES
6.01 Submittal and Processing of Payments
A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the

General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General
Conditions.

AG -20f7

B. Applications for Payment 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 beth 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

6.02 Progress Payments; Retainage

6.03

A. Progress Paymenis. The OWNER will once each month make a progress payment to the
CONTRACTOR on the basis of an estimate of the total amount of work done to the time of the estimate and
its value as prepared by the CONTRACTOR and approved by the ENGINEER. All such payments will be
measured by the schedule of values established in paragraph 2.07.A of the General Conditions (and in the case
of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as
provided in the General Requirements.

B. Retainage. The OWNER will retain a portion of the progress payment, each month, in
accordance with the following procedures:

1.

Final Payment

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.

Until the work is 50% complete, as determined by the ENGINEER, retainage shall be
10% of the monthly payments claimed. The computed amount of retainage will be
deposited in the escrow account established above.

After the work is 50% complete, and provided the CONTRACTOR has satisfied the
ENGINEER 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,

A. Upon final completion and acceptance of the Work in accordance with paragraph 14.07 of the
General Conditions, OWNER shall hold 2% retainage during the 1 (one) year warranty period and release it
only after the project has been accepted.

AG - 3 of 7

ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS

7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following
representations:

A. CONTRACTOR has examined and carefully studied the Contract Documents and the other
related data identified in the Bidding Documents.

B. CONTRACTOR 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.

Cc. CONTRACTOR 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. CONTRACTOR has carefully studied all Gf any): (1) reports of explorations and tests of
subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to
existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which
have been identified in the Supplementary Conditions as provided in paragraph 4.02 of the General Conditions
and (2) reports and drawings of Hazardous Environmental Condition, if any, at the Site which has been
identified in the Supplementary Conditions as provided in paragraph 4.06 of the General Conditions.

E. CONTRACTOR is entitled to rely upon the general accuracy of the “technical data” as
provided in paragraph 4.2 of the General Conditions. CONTRACTOR acknowledges that such reports and
drawings are not Contract Documents and may not be complete for CONTRACTOR's purposes.
CONTRACTOR acknowledges that OWNER and ENGINEER do not assume responsibility for the
accuracy or completeness of information and data shown or indicated in the Contract Documents with respect
to Underground Facilities at or contiguous to the site.

F. CONTRACTOR has obtamed and carefully studied (or assumes responsibility for having done
so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data
concerning conditions (surface, subsurface and Underground Facilities) at or contiguous to the Site which may
affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods,
techniques, sequences and procedures of construction, if any, expressly required by the Contract Documents to
be employed by CONTRACTOR, and safety precautions and programs incident thereto.

G. CONTRACTOR does not consider that any further examinations, investigations, explorations,
tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract
Times, and m accordance with the other terms and conditions of the Contract Documents.

H. CONTRACTOR 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 Contract Documents.

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

J. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities or

discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution
thereof by ENGINEER is acceptable to CONTRACTOR.

AG -40f7