Search

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
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.

15.03 General Provisions for Termination

GC - 50 of 53

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
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

GC - 51 of 53

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 shall 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.

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 shail notify the following agencies of any traffic delays or road closures three days in advance of
the work:

Nashua Police Department: (603) 594-3500
Nashua Fire Department: (603) 594-3652
School Bus Garage: (603) 594-4300
Nashua Solid Waste Department (603) 589-3410
Nashua Building Department (603) 589-3080

17.08 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.

GC - 52 of 53

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.

17.09 Cooperation with Refuse Pickup
A. Contractor shall determine the schedule for trash pickup by contacting the City of Nashua Solid Waste Department.
The Contractor shall cooperate and make arrangements to insure that trash pickup is not delayed or obstructed in any

way. This may involve the Contractor bring trash barrels to the front or backside of the work area for pickup by the
Solid Waste Department and then returning the barrels back to each house.

GC - 53 of 53

DIVISION 7

SUPPLEMENTARYCONDITIONS

SUPPLEMENTARY CONDITIONS

These Supplementary Conditions amend or supplement the Standard General Conditions of the
Construction Contract and other provisions of the Contract Documents as indicated below. All
provisions which are not so amended or supplemented remain in full force and effect.

A.

ENGINEER’S CONSULTANT
Hayner/Swanson, Inc., 3 Congress Street, Nashua, NH 03062 is an Engineer’s Consultant
as defined in Article 1 of the General Conditions.

In this capacity, Hayner/Swanson, Inc. has prepared the plans, specifications and bid
forms on behalf of the Engineer.

Hayner/Swanson, Inc. may perform additional professional services on behalf of the
Engineer during the administration of this contract as directed by the Engineer.

OTHER WORK IN CONTRACT AREA
Other City and utility work may be in progress within the project area during work in this
contract.

It is anticipated that the gas and water companies will be replacing sections of their
existing lines either before or upon completion of the sewer replacement project. The
contractor shall cooperate fully with that work.

The Contractor shall strive to provide coordination with other work within the project
area to minimize disruption.

The Contractor shall notify the Engineer with as much advance notice as reasonably
possible of any concerns with other work in the project area.

WORK HOURS

Reference is made to Section 6.02 Labor; Working Hours of the General Conditions.
Except as stated below, normal working hours shall be from 7:00 AM to 5:00 PM
Monday through Friday. No weekend, holiday or night work will be allowed without

advance written approval of the City Engineer.

Requests for work beyond those hours normally 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.

SC - 1 of 6

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.

USE OF GROUNDS

Any area outside the limits of the project area (right-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 Contractor at their own
expense. Materials, including excavation intended for backfill, shall not be stored or
stacked within any roadway clear zones, or in a manner that obstructs adequate sight lines
unless specifically permitted in writing by the Engineer. The Contractor is responsible
for providing security as required and erosion controls at no cost to the City.

TRAFFIC CONTROL PLAN
Reference is made to Section 01110 Control of Work and Materials, Subsection 5
Maintenance of Traffic in the Construction Specifications.

Reference is also made to Section 17.07 Road Closures and Traffic Delays of the General
Conditions.

The following are considered part of the Traffic Control Plan:

1. Section 618 and 619 of the Standard Specifications.

2. Work Zone Traffic Control Standard Sheets*

3. Manual on Uniform Traffic Control Devices, (MUTCD), 2009 Edition, including
all current updates and official interpretations.

4. Positive Protection Guidance for Work Zones (PPGWZ)*

5. Flagger and Uniformed Officer Use in Work Zones Policy and Guidelines*

*Available online under Doing Business with DOT>Contractors at www.nhdot.com or
through the NHDOT Contracts office (603-271-3732).

The Contractor shall provide necessary traffic control devices to ensure the safety of the
workers, traveling public, and property owners on this project. The above referenced
specifications, guidelines, and provisions herein provide minimum requirements; the
Contractor may be directed to expand upon the Traffic Control Plan if conditions warrant.

All signs, channelizing devices and arrow boards as required by the Manual on Uniform
Traffic Control Devices, including part six, as amended, and the above Standard Sheets
shall be in place prior to moving any equipment onto the pavement.

The Contractor shall provide trained personnel, including Uniformed Officers and
Flaggers in accordance with Section 618, to be responsible for the maintenance of traffic.

All materials furnished and used for maintenance of traffic, shall be required to be
certified for reflectivity. Damaged devices shall be replaced as directed by the Engineer
without additional compensation. Regardless of action that may be taken or not taken by
the Engineer, the Contractor shall be solely responsible for the appropriateness,
reflectivity and condition of all materials provided as well as placement and maintenance
of traffic control elements.

SC - 2 of 6

CHANGES TO THE CONTRACT WORK
At the Owner’s discretion, the Owner may choose to remove portions of the work from
this Contract. The Contractor shall be paid only for work actually performed.

The Owner also reserves the right to add additional work of similar type at other
locations within the City. This may be in place of portions of work removed from the
Contract or may be in addition to the scope of the Contract. Should the value of total
work exceed the contract amount with consideration of additional work to be performed,
the Owner will present a contract amendment proposal to the Contractor.

PARKING REQUIREMENTS

The Contractor is responsible for obtaining the City official “No On-Street Parking” signs
when needed. These signs are available at the City Engineering Office. At the
completion of work, the signs shall be removed and returned to the City in good
condition.

COOPERATION WITH REFUSE PICKUP
Reference is made to General Conditions Section 17.09, Cooperation with Refuse Pickup.

HAZARDOUS ENVIRONMENTAL CONDITION
Reference is made to General Conditions Section 4.06, Hazardous Environmental
Condition at Site.

It is not anticipated that hazardous materials will be encountered during excavation for
the contract work.

However, the Contractor should be aware that as yet undiscovered areas with asbestos
containing material or other hazardous contaminants may be encountered.

An allowance (ITEM 10) has been incorporated into the contract to be used if, and only
if, hazardous material is encountered.

Should suspected hazardous material be encountered, the Contractor shall stop work and
immediately notify the Engineer.

Appropriate steps will be taken to cover and protect stockpiles and the work in
accordance with NHDES policies and local, state and Federal requirements.

The Contractor shall cooperate fully with the Engineer as investigations, testing and
referrals are performed.

The allowance shall be used to compensate the Contractor for costs and expenses
incurred as directed by and agreed to be the Engineer.

Negotiations and compensation for work associated with addressing unanticipated

hazardous materials encountered during excavation shall be consistent with provisions in
the Contract for Changes in the Work.

SC - 3 of 6

RESTORATION OF EXISTING PROPERTY
Reference is made to Section 01110 Control of Work and Materials Paragraph 7.F of the
Construction Specifications.

Failure to promptly restore existing property and structures including, but not limited to
driveways and lawns, may result in the Engineer’s determination that associated work is
not complete and therefore not eligible for progress payment. Such associated work may
include, but not be limited to paving, pipe installation, catch basins, manholes and
curbing.

ELECTRIC SERVICES

Contractor shall make all necessary applications and arrangements and pay for all fees
and charges for electrical energy for power and light necessary for the proper completion
of this contract during its entire progress. The Contractor shall provide and pay for all
temporary wiring, switches, connections, and meters.

. There shall be sufficient electric lighting so that all work may be done in a safe
and workmanlike manner where there is not sufficient daylight.

WATER FOR CONTRACT WORK
The Contractor shall supply all water needed to complete contract work at no separate
cost to the Owner.

DIMENSIONS OF PHYSICAL FEATURES

Where the dimensions and locations of physical features and structures are of critical
importance in the installation or connections of the work, the Contractor shall verify such
dimensions and locations in the field before fabrication of any material or equipment
which is dependent on the correctness of such information.

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. Contact information will be
provided for all Superintendents.

MAINTENANCE DURING WEATHER EVENTS
The Contractor’s obligation to protect the public traveling through the project site shall
include maintaining safe passage during rain and other weather events.

The Contractor shall plan in advance of forecasted inclement weather events and shall
assign crews to perform maintenance of unpaved areas open to traffic during and after
inclement weather events. Contractor is responsible to coordinate with the Engineer and
other City officials as appropriate.

SC - 4 of 6

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 if costs are incurred because
the Contractor’s Representative is not available, the City will backcharge the Contractor
for associated expenses.

SCHEDULING AND COORDINATION
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.

Detailed updates of the schedule shall be submitted to the Engineer for review and
acceptance on at least a monthly interval.

The Engineer may withhold progress payments if acceptable monthly schedule updates
are not submitted.

The Contractor shall not increase the number of crews assigned to the work as identified
in the schedule without providing one week advanced notice to the Engineer.

PROTECTION OF LANDSCAPING

Contractor shall take appropriate measures to protect trees, shrubs and other landscaping.
Branches, limbs and roots shall not be cut except with permission of the Engineer.
Where cutting is necessary, work shall be performed by qualified workers.

REMOVAL OF DEBRIS AND SURPLUS MATERIAL
Neither debris nor surplus material shall be deposited on private property.

Debris and surplus material shall be removed from the project area as promptly as
practical.

If the Contractor should fail to promptly remove debris or surplus material from the
project area, or if Contractor deposits same on private property, progress payment(s) may
be withheld.

PROTECTION OF MANHOLES AND PIPELINES

Appropriate measures will be taken to protect manholes and other structures as well as
pipelines from debris and other materials entering the system through open covers or
grates.

SC - 5 of 6