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STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

THIS AGREEMENT is dated as of the day of in the year 2022 by and between
the City of Nashua, New Hampshire (hereinafter called OWNER) and
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 scheduled work for the 2022 Sewer Replacement Project consists of approximately 3880 linear feet of
sewer and drain line replacement on Blanchard Street, Clement Street, Donna Street, Fairview Ave, Kendrick
Street, Kern Drive, Lincoln Park, Pike Street, Sunshine Court, and 12" Street. Work includes sewer and drain
line replacement, replacement of sewer service connections, replacement of sewer manholes and catch
basins, and miscellaneous other sewer and roadway trench patching items. In addition, the work includes an
estimated forty (40) sewer or drain point repairs at various locations throughout the City, which will be
determined based on on-going pipeline CCTV video assessment currently underway.

ARTICLE 3 - ENGINEER
3.01 Division of Public Works

Engineering Department

9 Riverside Street

Nashua, NH 03062
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.

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4.02 Dates for Substantial Completion and Final Payment
Project will begin once a written “Notice to Proceed” is issued.

Substantial Completion shall be 180 __ calendar days from the Notice to Proceed and Final
Completion shall be __240 _ calendar days from the Notice to Proceed

4.03 Liquidated 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 proving 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 ONE THOUSAND dollars ($1,000) 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
ONE THOUSAND dollars ($1,000) for each calendar 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's 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:

DOLLARS

($ )

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 Schedule of Values;

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.

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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.

B. 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.

6.02 Progress Payments; Retainage

A. Progress Payments. 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. 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.

2. 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.

3. 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

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withheld. The escrow account will remain at the same balance throughout the
remainder of the project.

6.03 Final Payment

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.

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.

C. 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 (if 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 a 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.

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.

E. CONTRACTOR has obtained 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.

F. 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 in accordance with the other terms and conditions of the Contract
Documents.

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G. 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.

H. 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.

l. 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.

J. The Contract Documents are generally sufficient to indicate and convey understanding of
all terms and conditions for performance and furnishing of the Work.

ARTICLE 8 - CONTRACT DOCUMENTS

8.1 Contents

1. The Contract Documents are defined in Article 1 of the General Conditions as amended
herein.
2. The Drawings are entitled ”2022 Sewer Replacement Project, prepared by

Hayner/Swanson, Inc., prepared for the Division of Public Works, City of Nashua, dated
January 12, 2022, consisting of 17 Sheets”.

3. The Construction Specifications and Contract Documents, dated Janaury 2021.
4. The following documents are incorporated by reference or otherwise indicated:
a. New Hampshire Department of Transportation “Standard Specifications for
Road and Bridge Construction”, latest edition, incorporated by reference or

unless otherwise indicated;

b. “Manual on Uniform Traffic Control Devices”, latest edition, incorporated by
reference;

c. City of Nashua, Standard Specifications for Sewers and Drains, Revised,
Approved and Adopted June 15, 1992, incorporated by reference;

d. City of Nashua, Standard Specifications for Road Construction, Approved and
Adopted June 11, 1986, incorporated by reference;

e. City of Nashua, Standard Specifications for Sidewalk Construction, Approved
and Adopted August 28, 1995, incorporated by reference; and

f. City of Nashua Ordinance O-03-219 (Amended), Approved November 14, 2003.

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ARTICLE 9 - MISCELLANEOUS
9.01 Terms

A. Terms used in this will have the meanings indicated in the General Conditions.
9.02. Assignment of Contract

A. No assignment by a party hereto of any rights under or interests in the Contract will be
binding on another party hereto without the written consent of the party sought to be bound; and,
specifically but without limitation, moneys that may become due and moneys that are due may not be
assigned without such consent (except to the extent that the effect of this restriction may be limited by
law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment
will release or discharge the assignor from any duty or responsibility under the Contract Documents.

9.03 Successors and Assigns

A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal representatives in
respect to all covenants, agreements, and obligations contained in the Contract Documents.

9.04 Severability

A. Any provision or part of the Contract Documents held to be void or unenforceable under
any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid
and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed
to replace such stricken provision or part thereof with a valid and enforceable provision that comes as
close as possible to expressing the intention of the stricken provision.

9.05 Choice of Law and Venue

A. This agreement 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

Address for Giving Notices to Owner: Address for Giving Notices to Contractor:

Peter Kohalmi, Deputy City Engineer

Division of Public Works

Engineering Department

9 Riverside Street

Nashua, NH 03062

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IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One
counterpart each has been delivered to OWNER, CONTRACTOR and ENGINEER. All portions of the
Contract Documents have been signed, initialed or identified by OWNER and CONTRACTOR or identified
by ENGINEER on their behalf.

CITY OF NASHUA — OWNER

James W. Donchess, Mayor City of Nashua

Date:

CONTRACTOR:
By:

(Authorized Representative)

Print Name:

Date:

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DIVISION 4

0779-021022
2022 SEWER REPLACEMENT PROJECT

> GENERAL CONDITIONS

City of Nashua

229 Main Street

Nashua, NH 03060

THIS SERVICES ORDER IS VALID UNTIL: April 29, 2022
Start Date: April 29, 2022

End Date: April 28, 2023

Term (Months): 12.00

625 Mimecast A1 CLDS M_A1_250_A M_A1_250_A $28.00 $17,500.00
625 Mimecast Perimeter Defense Plan M_PERM- M_PERM- $38.00 $23,750.00
DEF_250 A DEF_250 A

$41,250.00

1 BASIC SUPPORT SVCS INCL W/SUB W/ ACCESS TO M_BSC-SP_A 9BH370 $0.00 $0.00

ONLINE SUPP

$0.00

2 New Era Technology | Quote #034368 v1 Apr 25, 2022

The information contained in this documents is confidential, privileged and only for the information of the intended recipient and may not be used, published or

redistributed without the prior written consent.

TABLE OF CONTENTS

FOR
GENERAL CONDITIONS

Page

ARTICLE 1- DEFINITIONS AND TERMINOLOGY............ccsscsssssssssssssssssscessrsssscsssrsstsssssscessessscesscesscessossscesstsnanesat 4
L.01 Defined Terms ........cccccccceccesesecccecsecesseseeesesenceseeseeeseserseseeesesesenssssueeeesesessssstesesseessteteesesersestetesensenenats 4
1.02 Terminology ......ccccccccccccccccsscecceseececsseeeceeeccessaeecceseeeecseseeeecsaeeecssaeescseaeecsuseeeecsuseccessaeeccsisatecstieateestaees 7
ARTICLE 2 - PRELIMINARY MATTERG.........s:csscsssssssssesssscrsscssscessecssecssncescesscesstevsssssssssssscnscsssscessecessessvesseessesnstenss 8
2.01 Delivery Of BONS wo... cece cccccccccceccccsseeeccusecescseeeccseeeecssseecccseseecssseeeccssseecscseecccseaeecstseesecsssssesesteceneaaes 8
2.02 Copies Of DOCUMENTS 0.0... .cccccccccceesececcssseceeceeecceseeeeecseeceesaaeecsssaeeecasseecscseecccseaeeccsseececssseeesessteceneaaes 8
2.03 Commencement of Contract Times; Notice to Proceed ooo... ececeeecceeeeeeeceeeeeeseeeseesesessneersreees 8
2.04 Starting the WOFK oo... ccccccccccscececcsseeceeeeeecceseececseseeeecaaeeecesseeecceseeeecsuseeeecsuseeeessseecceeaeecsteeeecstiseeeesas 8
2.05 Before Starting COMStFUCTION ....... ccc ccccceccecssceccsseeeeecseececsaaeecssseececssseeccueececeaeeccssnececsssecesesstesentaaes 8
2.06 PLreCONStPUCTION CONFEFENCE oo. cceccecesecccecsesenseeeeesecceesseeeeesesensesseeseeseseseseteseusesesnsneesesersenitanerenses 9
2.07 Initial Acceptance Of SCHEGUIEGS 2.0... ccc cccccccccccecccseeceeceseececsaseecssseececssseeescseecesseaeeccnseececssseeesesteseneaaes 9
ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE .............cccsssscsrsscsrssserssseusssresssresssneesseenes 10
$k On U1 = 0) eee 10
3.02 Reference Standards ........ccccccccccccsesssseeeseceseesssseeecesenesseseseseesesessesesesevsesesseeseesesensssseeseseesenesteteesensns 10
3.03 Reporting and Resolving Discrepancies ........ccccccscccceseccecseseeeecsaecccssetecceseeceeseseecccsaeeecstseeecsieeeeeeats 10
3.04 Amending and Supplementing Contract DOCUMENTS 000... cece ccc cccessececceeeceesseeecceeeeecstteeecseeeeesaas 11
3.05 REUSE Of DOCUMENES .........cecceccccccececessseeeeeseseessseeecesenenseseteseeseesstseseseveeesseeteesesensessesesseserststtesesenens 11
ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; REFERENCE POINTS ...... 11
4.01 Availability Of LANGS ..... ccc cece ccc cccecsececcneeeeceeeeeeccseeecescsaeeccsseaeecseseececsuseecscsateccsseateccnseeeecssseenenaees 11
4.02 Subsurface and Physical CONCItIONS ...... ec cccccccccsseceecseeceseeeeccseececseseecscsaeecessateccsseetecsuseceesstees 12
4.03 Differing Subsurface or Physical CONCITIONS 2.0... cc cc cc ccecccceseacecceseececsuseecscsueecessaeeccnseetecstseeeesstees 13
4.04 Underground Facilities 0... ..cccc cc ccccccccccceccsseececseeeeccsesecescsaeeccseeeecseseececseseccscsateccssaeeccseetecssesesesaees 14
4.05 Reference POINTS... ccecccecceseccesssseeeceseeseesseeeceseneeseeeeeseesesseeeeesecsesesseeeeeseseessssteseesesensssstetenseseanaes 15
4.06 Hazardous Environmental Condition at Site 0... cc cicecescsecececsesesseeeeeseserseseeseesesersesseesensesestaes 15
ARTICLE 5 - BONDS AND INSURANCE ..........ccsccscsesessssesssssssscsussersecesscesncsscesseesstenstessssessssanessessnesnecesnesensssenssess 17
5.01 Performance, Payment, and Other BONS ......c.cccccccccccscccecssceccetseeecceeececseaeecccsaeeecetateccnieeteesteecees 17
5.02 Licenses SuretieS ANd INSUPELS ooo. ce ceeeeescccccsesesseseeeseseesesseseeesecensessesecesesersuseeetessesesssteseeseneetieaterens 17
5.03 Certificates Of INSUPANCE........cececcccceceesesseeceeeesenseseeesecesessesucesesensessesecesesersnsesetescsesssteseeseneesitanerens 17
5.04 CONTRACTOR’S Liability INSUPANCE occ cece cccceeseececeesececsueeccsseeeccseececseseeessseeecstaeeccneeteesteecees 17
5.05 Property INSUPANCE 20... ceecceeceeeseesseensnennseenaeenaeeeaeeeeneeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeseeseeeeeeseee snes eeesneenieetiagaaaega 19
5.06 Waiver of RISNts........cccccccccccccccsseccccseecccessaeecesseeeecseseeeccsaseecscsaeeccseaeecssaeececsuaeecsesaeeccesateccsiseteessieeeees 19
ARTICLE 6 - CONTRACTOR’S RESPONSIBILITIES .............:cccssscssscessccssesseesenesseesesesesssusesesscessceuscersueeseesenauensuaess 20
6.01 Supervision and SUPETINCAENGENCE 200... cece ceccccccceseetecceseececsuseccseseecccassateccseececssseecceaeeecsitesecseeeeessas 20
6.02 Labor; Working HOUSS.......cc cc cccccceeccccccessecenceeeccsseaeecsuseececsaseecsssateccsssateccasececsaseecseateecsiseeeecstieeeeeats 20
6.03 Services, Materials, ANd EQUIDMEN 2... cece ccccecceccecececaseccceeecccssaeeccseececsuseeccesaeeecsseeeecseeeeesaas 21
6.04 Progress SCHEGUIE 2... cece cccceccecsssececcseeeccscseeeccseaeecsuseececsuseccsssaeeccsssaeecueececsaaeecseaeeecsiseeecsieeeeesaas 21
6.05 Substitutes and “Or-Equals” oo... cccccccccccccccscecceseeeecnseececaeeecsssateccssaseeceseececsaaeeccesaeeecsseeeecseeeeesaas 21
6.06 Concerning Subcontractors, Suppliers, ANd Others... ccc cc ccceccccessececceeeceestseecceseececsseeeecseeeeesaas 23
6.07 Patent Fees and Royalties oo... ccc ccccccccccssceccsseeeeceseececsaeeccscsaeeccssaeeccseececsaaeecceaeeecsseeeecseetensaas 24
O73 Ne ko] 00 0] ee 24
6.09 Laws and REBUlations ......ccc ce ccccccccccccccsseceeceeeccsseeeecsuseececsaeeccssseteccsssaeescaeececsuseecsesaeeecsieesecseeeeeeaas 24

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