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ARTICLE 10 —- PAYMENTS AND COMPLETION

I.

10.

11.

The Contract Sum stated in the Agreement, including authorized adjustments, is the total
amount payable by the GWNER to the CONTRACTOR for performance of the Work
under the Contract Documents.

Once every thirty (30) days, 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 te payment as the OWNER may reasonably require.

Application for Payment performed under this agreement shall be submitted directly to:

City of Nashua
Accounts Payable

PO Box 2019

Nashua, NH 03061-2019
Attn: Wayne Husband

To facilitate the proper and timely payment of applications, the OWNER requires that
all applications 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 CONTRACTOR’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 to 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 thereof 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.

Upon receipt of a final Application for Payment, the OWNER will inspect the Work.
When he finds the Work acceptable and the Contract fully performed, the OWNER will
promptly issue a final Certificate for Payment.

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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 11— RETAINAGE

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

a. 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.

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

c. After the work is 50% complete, and provided the CONTRACTOR has satisfied
the OWNER 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.

2. Upon final completion and acceptance of the Work, OWNER shall hold 2% retainage

during the 1 (one) year warranty period and release it only after the project has been
accepted.

ARTICLE 12—~ PROTECTION OF PERSONS AND PROPERTY

1.

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 CONTRACTOR 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

1.

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

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.

If the 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.

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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 15 — 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 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 that part of the project and contract.

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

a. Immediately discontinue work on the date and to the extent specified in the notice.
b. Provide the OWNER with a list of all unperformed services.
Cc. 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 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.

€. 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.

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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.

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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, subcontractors, 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. 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— 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

1. Neither party to the Contract shali 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.

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

4. The OWNER shall pay for tests except for testing Work found to be defective for which
the CONTRACTOR shall pay.

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

City of Nashua, NH (signature) CONTRACTOR (signature)

James Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

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CONSTRUCTION SPECIFICATIONS

All work done under this contract shall be in conformance with the New Hampshire Department of Transportation’s
STANDARD SPECIFICATIONS FOR ROADWAY AND BRIDGE CONSTRUCTION (2016 edition as amended), the NHDOT’s
STANDARD PLANS FOR ROAD AND BRIDGE CONSTRUCTION, the 2009 MANUAL ON UNIFORM TRAFFIC CONTROL
DEVICES FOR STREETS AND HIGHWAYS, the PLANS and the amendments and supplemental conditions tc the NHDOT
Standard Specifications contained in Division 9 of these Construction Specifications.

SECTION 101 — DEFINITION AND TERMS
Amend Section 101 to include and/or revise the following definitions:

e The "Contractor" shall mean the person or entity identified as such in the Owner-Contractor Agreement.

e The "Engineer" shall mean Greenman-Pedersen, Inc., 181 Ballardvale Street, Suite 202, Wilmington,
Massachusetts 01887.

e The "NHDOT" shall mean the New Hampshire Department of Transportation.

e The "Municipality" and the “City” shall mean the City of Nashua, the local government in which the Contract
work is to be performed.

SECTION 104 — SCOPE OF WORK

Amend Subsection 104.01, Intent of Contract, to include the following:

The work includes but is not limited to the following: excavation, removal of existing traffic signal mast arm,
installation of new traffic signal mast arm, traffic signing, spreading loam and seed, traffic control management
during construction, and other street improvements in accordance with the Plans and these Supplemental
Specifications. For the purposes of these Construction Specifications, the words "the Plans" shall mean the set of
drawings prepared by Greenman-Pedersen, Inc. titled "Traffic Signal improvements” at the Intersection of Daniel
Webster Highway at Graham Drive in the City of Nashua, Hillsborough County; State of New Hampshire.

The work is proposed on public right-of-way currently under the jurisdiction of the City of Nashua, NH.

Amend Subsection 104.03, Maintenance of Traffic, with the following:

1, The Contractor shall not impede traffic and pedestrians within the project area on holidays or the day
immediately before and after any City of Nashua observed holiday. City of Nashua.

2. All travel ways shall be maintained in all directions at all times during construction. Shoulder work shall be
conducted on one side of the roadway at a time during roadway widening operations.

3. All work shall be prosecuted in a manner to permit unimpeded traffic flow whenever possible. The

interruption of traffic will not be permitted unless specifically allowed by the City or the Engineer. Workday
operations shall be scheduled to minimize disruption to peak commuter traffic.

Construction Specifications.doc 8-1

4. All construction signing shall be supplied, erected, maintained, and removed by the Contractor.

5. Suspensions of Work - When Work is suspended due to seasonal or climatic conditions or, for failure to
correct conditions unsafe for the workers or the generai pubiic, for faiiure to carry out orders of the City or
for other reasons caused by the Contractor, all costs for maintenance of the roadway to accommodate
traffic during the suspended period shall be borne by the Contractor.

6. Maintenance Directed by the City - If the City directs special maintenance for the benefit of the traveling
public not otherwise included in the Contract, payment will be on the basis of Contract unit prices or under
Subsection 104.03 Changes in the Character of Work. The City will determine the work to be classed as
special maintenance.

Amend Subsection 104.04, Rights In and Use of Materials Found on the Project, with the following:

Existing pull boxes to be abandoned under the proposed work shall be removed, and frames, grates and covers shall
be removed and stacked. All existing conduit to be abandoned may remain, however, all unused wiring shall be
removed from the conduit.

All surplus materials resulting from work under this Contract, and not needed for use on the project and not directed
to be stacked as determined by the Engineer and/or the City shall become the property of the Contractor and shall be
disposed of by the Contractor outside and away from the limits of the project subject to the regulations and
requirements of local authorities governing the disposal of such materials.

Delete Subsection 104.11, Value Engineering Change Proposals by the Contractor, in its entirety.

SECTION 105 — CONTROL OF THE WORK
Amend Subsection 105.06, Cooperation with Utilities, with the following:

Written notice shall be given by the Contractor to all public service corporations or officials, owning or having charge
of publicly or privately owned utilities, of his intention to commence operations affecting such utilities at least one
week in advance of the commencement of such operations, and the Contractor shall, at that time, file a copy of such
notice with the City.

Before the Contractor begins any work or operations that might damage any subsurface structures, he shall carefully
locate all such structures and conduct his operations so as to avoid any damage to them.

New Hampshire State Law, RSA 374:48-56, requires that anyone who excavates in a public way or utility easement
must notify the utility damage prevention system, DIG-SAFE, at least 72 hours prior to starting work. See Section
105.06 Cooperation with Utilities of the Standard Specifications.

DIG SAFE Call Center 1-888-344-7233 or Dial 811
Full compensation for furnishing all labor, materials, tools, equipment and incidentals and for doing all the work

involved in protecting or repairing property as specified in this section shall be considered as included in the Lump
Sum Bid Price and no additional compensation will be allowed therefor.

Construction Specifications.doc 8-2

FINANCE COMMITTEE

AUGUST 17, 2022
7:00 Aldermanic Chamber

ROLL CALL

PUBLIC COMMENT

DISCUSSION
e Discuss on the Annual Comprehensive Annual Report by Ed Boyd of Melanson

COMMUNICATIONS

From: John Griffin, CFO/Treasurer/Tax Collector
Re: Melanson Review of the FY2021 Annual Comprehensive Financial Report (ACFR)

From: Amy Girard, Purchasing Manager
Re: Covert POTS (copper phone lines) with Granite Telecommunications in the amount not to exceed $93,106.80
funded from 55109 Telecommunications Telephone: Voice/General Fund

From: Amy Girard, Purchasing Manager
Re: Consulting services for Payroll in the amount not to exceed $34,000 funded from Consulting Services/General
Fund

From: Amy Girard, Purchasing Manager
Re: Motorcycles in the amount not to exceed $44,090 funded from 81500 Vehicles/CERF

From: Amy Girard, Purchasing Manager
Re: 2022 Sidewalk Curb Ramps Replacement in the amount not to exceed $380,220 funded from 81704 Paving
Bond/Bond

From: Amy Girard, Purchasing Manager
Re: Software and Hardware Maintenance Renewal in the amount not to exceed $24,522.80 funded from 54407
Software Maintenance/54414 Hardware Maintenance

From: Amy Girard, Purchasing Manager
Re: Playground Equipment for St. Andrews Park in the amount not to exceed $108,582.47 funded from 71625
Playground Equipment/Bond and 2062.77.17.30/Citywide Playground Improvements

UNFINISHED BUSINESS

TABLED IN COMMITTEE

From: Tim Cummings, Economic Development Director
Re: Communication — Approval & Place on File a Contract Amendment for Professional Engineering Services related to
the Nashua Downtown Riverfront Implementation Project VHB, Inc. for Water Street Design Services
e Tabled at July 20, 2022 meeting

NEW BUSINESS — RESOLUTIONS

NEW BUSINESS — ORDINANCES

REGORD OF EXPENDITURES

GENERAL DISCUSSION

PUBLIC COMMENT

REMARKS BY THE ALDERMEN

ADJOURNMENT

The following are the names and addresses of the utilities presumed to be affected; however, the completeness of the

list is not guaranteed.

FairPoint Communications
770 Elm Street
Manchester, NH 03101
Telephone: (603) 645-2705
Attn: Yew Chai

Eversource (formerly PSNH)

780 N Commercial Street
Manchester, NH 03101
Telephone: (603) 882-1387 x5272
Attn: Elizabeth Bradshaw

Pennichuck Water Works Inc.
25 Manchester Street
Merrimack, NH 03054
Telephone: (603) 913-2324
Attn: Peter Tedder

Liberty Utilities

15 Buttrick Road
Londonderry, NH 03053
Telephone: (603) 681-9197
Attn: Andrew Bernier

Comcast

751 East Industrial Park Drive
Manchester, NH 03109
Telephone: (603) 770-0280
Attn: Julio Medina

City of Nashua Fire Dept. Comm. Center
38 Lake Street

Nashua, NH 03060

Telephone: (603) 594-3636

Attn: Jeremy Audette

Amend Subsection 105.07, Cooperation between Contractors, with the following:

Concurrent work may be in progress in the project area by the City, by utility companies, by other contractors hired
by the City, or by other contractors hired by private parties. The Contractor is required to coordinate his activities
with these parties. See Section 105.07, Cooperation between Contractors, of the Standard Specifications. No
additional compensation shall be provided to the Contractor as a result of coordination between the various
contractors.

Add the following paragraph to Subsection 105.10, Inspection of Work:

For the purpose of observing work that affects their respective properties, inspectors for the municipalities, public
agencies, and the utility companies shall be permitted access to the work site. In addition, inspectors may be
assigned by the City of Nashua to oversee construction of the work shown on the Plans, and shall have the authority
to govern the work shown on the Plans. However, any directives that result in an increase in quantities or the
addition of new items shall be authorized and issued through the City. The cost of any and all such inspection shall be
borne by the City.

Add the following paragraph to Subsection 105.17, Project Acceptance:

The Contractor shall notify the Engineer in writing whenever the Contractor believes that all traffic signal work is
complete. In this notification he shall propose a starting date of the fine tuning period, adjustment and testing
period. Such date shall not be effective unless and until the Engineer gives his consent to such date.

Add Subsection 105.20, Notice to Emergency Service and Public Transportation Officials:

Written notice shall be given by the Contractor to all public emergency services or public transportation officials of
his intention to commence operations affecting such utilities at least 48 hours in advance of the commencement of
such operations, and the Contractor shall, at that time, file a copy of such notice with the City. In addition, the
contractor shall provide the officials with a 24-hour contact name and number should any issues arise as a result of
the work.

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