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14.08 Final Completion Delayed

A. Ef, 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. 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 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.

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

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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:

i. 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.

4. 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.

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

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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, right, 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.

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 shail 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.

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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) 594-3560
Nashua Fire Department: (603) 394-3652
School Bus Garage: (603) 594-4300
Nashua Solid Waste Department (603) 589-3410
Nashua Building Department (693) 589-3080

i708 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.

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.

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DIVISION 7

2020 Sidewalk Program

PROSECUTION OF WORK

This Prosecution of Work shall amend or supplement the Standard General Conditions of the

Construction Contract and other provisions of the Contract Documents as indicated below.

AH provisions which are not so amended or supplemented remain in full force and effect.

1.

DESCRIPTION OF WORK

This project involves the reconstruction of pedestrian sidewalks with new and reset
granite curbing on a portion of East Hollis Street from 242 Main Street (CVS Pharmacy)
to Harbor Avenue. The Contractor wili provide all labor, equipment, and material to
construct the improvements shown on the “2020 Sidewalk Program” plans.

The City reserves the right to remove sidewalk and ramp sections from the list, extend
or shorten limits, or revise the specified treatment.

The City may also add additional sidewalks and ramps to the contract work.

Should the net projection of the value of changes to the contract work exceed
the authorized amount, the Owner will present a contract amendment proposal
to the CONTRACTOR.

CITY OF NASHUA OVERSIGHT AND INSPECTION

The City is the Engineer and Owner for this project and will provide a project
representative to act as their agent overseeing the project. The CONTRACTOR must
provide full access to the project site at all times to City personnel and agents of the

City.

MILESTONES FOR SUBSTANTIAL COMPLETION
The entire length of all sidewalk and ramps shall be substantially complete by August 7,

2020.

WORK HOURS

Reference is made to Section 6.02 Labor; Working Hours of the General Conditions.

East Hollis Street work hours shall be 8:00 AM to 4:00 PM Monday through Friday of
each week if the CONTRACTOR maintains a minimum of one lane in each direction at
all times. Should the CONTRACTOR consider it necessary to reduce this requirement to
alternating one- way use, work shall be limited to 9:00 AM - 3:00 PM, Monday through
Friday of each week.

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2020 Sidewalk Program

Streets listed in General Conditions Section 6.02C, may not be opened or worked in
between the hours of 7:00 AM - 9:00 AM and 3:00 PM - 6:00 PM, Monday through
Friday of each week.

Requests for work beyond those hours normaily allowed on weekdays shall be made by
the CONTRACTOR at least 72 hours in advance.

Requests for work on Saturdays, Sundays and holidays shall be made at least one week
in advance, but are unlikely tc be approved without significant mitigating
circumstances.

CONTRACTOR should not assume requests for hours beyond the hours and days
normally allowed will be approved. Requests will be considered on a case by case
basis.

LIMITS OF WORK

Prior to the start of construction, the CONTRACTOR and Engineer shall field inspect
the existing conditions of all proposed sidewalk and ramp reconstruction locations to
determine the limits of work, including but not limited to the height of curb reveal and
width of landscape restoration at the Right-of-Way (ROW) side of the sidewalk, for all
proposed reconstruction areas.

SURVEY LAYOUT AND CONTROL

The City will provide initial layout of the ROW as needed.

The CONTRACTOR shail be responsible for the preservation of the ROW layout,
including all benchmarks, and control points. If any of the control points are disturbed by
the CONTRACTOR during the construction, the CONTRACTOR shall replace them at
no expense to the OWNER. Damaged or destroyed points, bench marks or stakes, or any
reference points damaged or made inaccessible by the progress of the construction shall
be replaced or transferred by the CONTRACTOR, subject to verification by the
ENGINEER. Replacement of any layout points shall be performed by or under the
direction of a NH Licensed Land Surveyor.

The CONTRACTOR shall perform all necessary layout work in order to construct all
elements of the Project as shown on the Plans and specified in the Contract. This work
shall include, but shall not be limited to, stakeout necessary to establish lines and grades
as earthwork operations progress; stakeout, layout and elevations as required for
installing all items included m the work.

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2020 Sidewalk Program

The CONTRACTOR shall perform all required layout work with competent, qualified
personnel in a manner consistent with current survey/layout practices and acceptable to
the ENGINEER. Any error, apparent discrepancy, or absence of data in the initial layout
shall be referred to the ENGINEER in writing for correction or interpretation. The
CONTRACTOR is solely responsible for the accuracy of the Work.

The ENGINEER may check all or any portion of the layout and stake-out made by the
CONTRACTOR. Any necessary correction to the Work shall be made immediately by
the CONTRACTOR. Such checking by the ENGINEER will not relieve the
CONTRACTOR of any responsibilities for the accuracy or completeness of the work.
No claim will be considered because of alleged inaccuracies unless the CONTRACTOR
notifies the ENGINEER thereof in writing immediately upon discovery of the alleged
inaccuracies and affords the ENGINEER a reasonable opportunity to check or verify the
control in question.

STANDARD SPECIFICATIONS

The reference specifications for this project are the New Hampshire Department of
Transportation (NIIDOT) Standard Specifications for Road and Bridge Construction,
latest edition including all addenda, and the City of Nashua Standard Specifications for
Sidewalk Construction, latest edition including all addenda. Should there be a conflict
the more stringent specification shall apply.

ADA COMPLIANCE

CONTRACTOR shail take measurements as needed before work commences at each
ramp location to assure the CONTRACTOR has all controls needed to construct sidewalk
improvements in compliance with ADA requirements.

City representatives will meet with the CONTRACTOR in advance of work at each ramp
location to assure concurrence on the limits and extent of work needed to achieve ADA
compliance.

If in the opinion of the CONTRACTOR, construction of an ADA complaint ramp is not
possible at any location based on the concept presented on the Contract Drawings, the
CONTRACTOR shall notify the Engineer in writing in advance of any construction
activities at that location.

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Attachment B — Incentive Scale

The list of medical procedures and incentive amounts included in the Program shall be the standard list of
procedures for Customer’s geographic market. A copy of incentive list will be provided to the Customer
upon the request of Customer. Please provide a copy or include it when you send the revised contract for
review.

10.

11.

12.

2020 Sidewalk Program

CONTRACTOR’S REPRESENTATIVE
The CONTRACTOR shall designate a representative who will be available to respond

to emergency calls by the Owner at any time day and night and on weekends and
holidays should such a situation arise.

Should the City determine action by the City is needed or other costs are incurred
because the CONTRACTOR’S Representative is not available, the City will back-
charge the CONTRACTOR for associated expenses.

Reference is made to General Conditions Section 2.05, Before Starting Construction and
General Conditions Section 6.04, Progress Schedule.

Prior to the start of construction, the CONTRACTOR shall submit a comprehensive
schedule to the Engineer for review and acceptance.

The schedule will identify the number of crews and completion dates for all critical
elements of work.

SUPERINTENDENCE OF THE WORK

Reference is made to General Conditions Section 6.01, Supervision and Superintendence.

CONTRACTOR shall provide appropriate onsite superintendence of all aspects of the
work whether performed by the CONTRACTOR or by subcontractors.

Qualified Superintendent(s) shall be assigned for all crews. The CONTRACTOR shall
provide contact information for ail Superintendents.

STAGING AREASUSE OF GROUNDS

A staging area has been identified at 143 Burke Street (owned by the City) for
Contractor use, if desired, for sanitary facilities, bulletin board, staging, processing,
employee parking, equipment storage, and stockpile area. The CONTRACTOR shall
stockpile, handle, and transport materials to preserve their quality and fitness for the
Work. Materials shall also be stored to facilitate inspection and may be subject to
inspection and retesting before incorporation in the Work. The contractor shall be
responsibie for security of materials and equipment stored in the 143 Burke Street
staging area.

Any area outside the limits of the project area (night-of-way within project limits) which

the CONTRACTOR may require for storage of equipment and materials, or for other
purposes necessary in the performance of the Work, shall be secured by the

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