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13.The CONTRACTOR shall be responsible for cutting, fitting or patching required

completing the Work or to make its parts fit together properly.

14. The CONTRACTOR shail keep the premises and surrounding area free from

accumulation of debris and trash related to the Work.

15. Upon completion of WORK, CONTRACTOR warrants and guarantees to OWNER, for

one (i) year, and that all WORK was completed in accordance with the Contract
Documents and will not be 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 9 —- CHANGES IN THE WORK

After execution of the Contract, changes in the Work may be accomplished by Change
Order or by order for a minor change inthe 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 10 — TIME

—

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 shail be
extended by Change Order for such reasonable time as may be determined.

ARTICLE 11 ~- 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.

Page 8 of £3

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 as follows:

> Electronically via ermnail to VendorAPinvoices(@NashuaNH gov
OR

> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable
229 Main Street
Nashua, NH 83060

Please do noi submit invoices bath electronically gud paper capy.

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 shall, to the best of the CONTFRACTOR’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 te 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 therecf 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.

Page 9 of 13 io)

i, Upon receipt of a final Application for Payment, the OWNER will inspect the Work. If
the Work is acceptable and the Contract fully performed, the OWNER will promptly issue
a final Certificate for Payment.

12. 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.

ARTICLE 12 — PROTECTION GF PERSONS AND PROPERTY

|. 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 CONFRACTOR 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

l. The CONTRACTOR shall promptly correct Work rejected by the @WNER as failing to
conform to the requirements of the Contract Documents. The CONTRACTOR shall bear
the cost of correcting such rejected work

2. 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.

3. Ifthe 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.
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 [5 - 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 ali 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.

Page 10 of 13 Cy

Dd

QBE A&H

123 Pleasant Street, 3° Floor
Marblehead, MA 01945

Toli Free: 800.742.9279

qbeah.com

June 8, 2022

Beth Cutliffe

HUB International Limited
1667 Elm Street, Suite 3
Manchester, NH 03101

Dear Beth,
Re: Policy Issuance
Policyholder:

Policy Number:

QBE

City of Nashua, July 04, 2022
LGS02732-22

Thank you for selecting QBE Insurance Corporation for City of Nashua's Excess Loss Policy. We are pleased to have
the opportunity to service your client and hope to exceed your expectations.

Enclosed please find the appropnate documents for completion. In order to bind coverage, the following requirements

are needed.

e Signed and compieted Application for Excess Loss Policy
e First month’s premium: $154,693.00

e ACH Claims Reimbursement Authorization form for completion; Provides faster claim reimbursement
payment processing time, convenience, and security (ifinterested, please have this form completed and

return)

e State Required Licensing: The signing agent must be licensed in the state where the prospective client is
located, in the producer's resident state, and will need to be appointed with QBE where required.

e Executed Plan Documentinclusive of signature page which states all the provisionsof the plan and
delineates the various responsibilities for financing the plan, the eligibility, and all the other aspects of the
pian (summary descriptions and certificates alone are not acceptable).

e Welcome to Expedited Reimbursement Program Flyer

We are requesting the following reporting to please be sent at your earliest convenance.

e Finallargeclaims through the effective date to include 50% reportlisting name(s) & diagnosis. updated
trigger, pre-certification and case management reports inclusive of RX reporting.

The following Endorsement(s) modify the Excess Loss Policy and will be provided upon Policy Issuance.
e Advance Reimbursement Endorsement
e €xpedited Reimbursement Endorsement
e New Hampshire State Specific Endorsement
e Rate Stabilization Endorsement (50%)

QBE and the links logo are registered service marks of QBE Insurance Group Limited.

UND3005 (11-21)

Upon receipt of notice of termination, abandonment, or suspension at will, CONTRACTOR shall:

Immediately discontinue work on the date and to the extent specified in the notice.

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 reasonabie 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 GWNER any orders or sub contracts specified in the notice, and
revoke agreements specified in the notice.

&. Not resume work after the effective date of a notice of suspension until receipt of a

written notice from the OWNER to resume performance.

Fp

In the event of a termination, abandonment, or suspension at will, CONTRACTOR shail 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 GWNER 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 er 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 revake 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 GWNER to resume performance.

Page 11 of 13 Leak

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 shail 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, subcontractars, sub consultants,
vendors, or suppliers are expressly recognized to be within CONTRACTOR 's control,

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. Ifthe 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,

Page 12 of 13 LB

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

|. 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.

If additional testing is required, the CONTRACTOR shall perform these tests.

The OWNER shall pay for tests except for testing Work found to be defective for which

the CONTRACTOR shall pay.

BY

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

City af Nashua, NH (signature) Stee Maes Associines, Lue. (signature)

James IV, Donchess, Mayor Do “3 ) Sc Dd “vs Ras ie

(Printed Name and Title) (Printed Name and Title}

Ao \ \8, ‘AOXKOD

Date Date

Page 13 of 13

-
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RQUIS

9 TEPHENS?|

Hit A SSOCTATES, ING,
' EXHIBIT A

April 8, 2020

Jonathan Ibarra vias [barral@nashuanh.gov

Superintendent of Streets

City of Nashua — Division of Public Works

9 Stadium Drive

Nashua, NH 03062

Re: Nashua DPW Fuel Facility

9 Stadium Orlve
Nashua, NH

Dear Jan,

Thank you for the opportunity to provide a proposal for the Nashua DPW Fuel Facllity.
Stephens-Marquis Asseciates will construct the fuel faellity for a total cost of $257,090,00,

The Plans for the project are titled “Proposed Replacement of Dispenser island, Nashua Street
Department”, by DB Tank Design, dated 2/09/2020. A Construction Cost Greakdown dated
April 8, 2020 is attached that itemizes the tasks Included in our wark. it also Ilsts the materials
and equipment provided by, and the tasks performed by, the Nashua OPW.

A Performance Bond has been provided for the contract amount. The bond will be terminated
upon completion end acceptance of the wark scope indicated in the plans. Progress payments
will be made at 50% and 90% completion. The final 16% and ratainage, if any withheld, willbe
pald within 30 days from completion of work. Work belng performed directly by the BPW will
not delay payment.

if you have any questions, please da not hesitate to contact me.

President

Attachments: Construction Cost Breakdown, 4/2/20, 2 pes.

717 DANIEL WEASTER HWY, MERRIMACK, NH 0d054 LsdQ

(603) 424-2555 » www.slephencmorquis.com

GENERAL CONTRACTOR » CONSTRUCTION MANAGEMENT = FACRIY MAINTENANCE

Fueling Facility Upgrade
Neshus OF

Gonstruction Cost Breakdown
Apel B, 2020

Site Wart

Demo Concreta & Asphalt S700

E88 Canopy Foundations, Slab Prep 6" Gravels $41,000

ES&S Canony Dreing, SOLF 3° PVG 82,705

Asphalt Patch, 4° 33,800

Curb Restoration

Striping By OPV

Landscaping, Sod & Seeding By OPW
AST &UG Piping System

Demniition of Existing Fual & Wigs Lebor $15,649

Cloan & Inspecl ASTs $18,228

AST / UST Upgrade Work, Underground Piping 537,147

DES Complence Work (par 13 ttem Est) $34,605

Preseure Regulating Piping $13,431

Hoses & Nozies, Zea é $2,420

Hose Mest wretractor, Diesel Only, 4ea $2,804
Fuel Equipment

APT Piping $7,205

APT Fiilings $2,238

Sumps & Misc. $3,122

Velves, Inc! Preagure Reg $3,155

Istand Form $3,572

Dispenser, Bannstt 330,800

Shear Vaivas, dea e508

Canopy Lights, HULOW, bea, plus sensor $4,556

Oeeals, Signage e242
Canopy

Canopy Staal, 24' x 4f7 $22,708

Canopy Erection, 24" x 40" 99,600

Cenopy Flee Supereagion, PyroChem, Nozzle

Height 45'-7" shove driva matt. $20,084

Wire Fire Guppreselon 82,976
Electricel

MMaterist $12,647

Labor 320,088

Low Voliege Disconnect $1,069
Cenerste

Canopy Foundations $4,480 $5,499

Bollards [retell Si224 $1,224

T&P Fiat, Placa & Finish $13,871 $13,871

TSP Flat, Foam & Bax $16,189 $15,158

Rebar & Wire Mesh $7,280 $7,280
Yard Work 2285

Painting 81488 51,486

Fege ¢ of2

Fueling Facility Upgrade
Hashua DPV

Gonstruction Cost Breakdown
April 6, 2020

Safety Fence $1,800 $1,500
Grout Cenopy Cokenns S750 Sr
She Labor, misc. $1,378 $1,378
Sawout Stabs & Seal & Ceuk : $32 32
Biise, Materials . $538 $868
Concrete Protection (Blenkats) i $1,884 51,064
Equpmert Rentals i NA
Yard Equipment
CO Boxes $338
Fire Esdingulehars (2) $829
,e* S128
‘Yerd Light Fidures, 222
‘Treiie Signs
Construction Services
Engineering Design & Inspections $2,550
Survey/Layout
Gactechnical & Testing $1,200
Bord 34,000
General Condidens $33,122
SUB-TOTAL $357,000 $128,500 $e57 08
$0.00
ALLOWANCES

Painting
AST 16 Gel Remote Spi Conizinars (2), G217R-

151B3N, Agow $3200 W required

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