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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 12— 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 13 — 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 14—- 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.

Page 9 of 13

ARTICLE 15 — 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 16 — 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.
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 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.

e. 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.

Page 10 of 13

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 ofp 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.

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

Page 11 of 13

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 17 — 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 18 — 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 19 —- MISCELLANEOUS PROVISIONS

1. 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.

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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Page 12 of 13

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) Stearns, Conrad, and Schmidt
Engineers, Inc. dba SCS Field

Service (signature)

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

Date Date

Page 13 of 13

BID ITEM DEFINITIONS EXHIBIT A

2021 Four Hills Landfill Gas Expansion
Nashua, New Hampshire
Prepared January 22, 2021

The following describes the Bid Items and the mechanism for payment to CONTRACTOR for
each Bid Item. All incidental costs such as overhead, profit, and insurance shall be factored
into the Bid Item unit prices. All measurements are based on plan view areas and lengths
without consideration of slope. Bidders should factor slope adjustments into their Bid Item
unit prices.

Bid Item No. 1 Mobilization/Demobilization

This item requires that CONTRACTOR furnish and/or deliver to the job site all labor,
materials, resources, and temporary support facilities, including but not limited to portable
sanitary facilities and equipment necessary to perform the required Work. In addition,
CONTRACTOR shall prepare all required written plans and schedules, including but not
limited to: Site-Specific Health and Safety Plan, initial and progress construction schedules,
and subcontractor work plans. One half of this item will be paid as part of the initial
progress payment after temporary support facilities are set up and construction equipment
and materials are on site. The remainder will be paid for demobilization after the Work is
deemed substantially complete, CONTRACTOR has provided As-built Documents in
accordance with the requirements of the Specifications, and CONTRACTOR has
demobilized from the Site, which shall include removal of all materials, resources,
equipment, temporary support facilities, and all remaining construction debris at the
completion of the Work.

Bid Item No. 2 Vertical LFG Extraction Wells

This item requires that CONTRACTOR provide all labor, materials, and equipment to
construct nine (9) drilled, vertical landfill gas (LFG) extraction wells at the locations
indicated on the Drawings. Labor shall include preparing level drilling pads, drilling and
well construction, odor control, and waste relocation to the active face of the landfill as
designated by OWNER. Materials shall include solid and slotted schedule 80 PVC pipe,
including all fittings and connections, and accompanying earthen materials. The Work shall
be performed using bucket-auger drilling techniques, as defined in the Specifications.
CONTRACTOR shall also furnish and install temporary end caps and any and all fittings
(connections, wyes, tees, and elbows), required to complete the Work; not all fittings
needed are shown on the Drawings. This item will be paid on a unit basis per linear foot of
well depth drilled.

Bid Item No. 3 Dewatering Pumps

This item requires that CONTRACTOR provide all labor, materials, tools, and equipment to
furnish and install dewatering pumps in proposed vertical LFG extraction wells

File No. 3066.21 1 of 4 January 2021

Board of Aldermen — 9/26/17 Page 13
Alderman Cookson

And | appreciate Alderman Wilshire going into that brief explanation because my recollection was this was the
Review and Comment Commission that has gone through a name change and now is the Citizens Advisory
Commission for Community Grants. What Alderman Wilshire just said is we lost that community aspect to this per
se because what it used to be was 30 members of the community coming together, reviewing grants, distributing
the workload. Now we are going to ask 7 individuals to move forward, and I’m assuming you would probably have
the same number of applicants or maybe even more depending on how popular this is, but the workload would
now be amongst 7 individuals versus 37 per se.

Alderman Wilshire

| think the 7-member commission is in standing with what we typically do in this city. | think when you had five
commissioners they were broken up into five groups, not all looking at the same applications or not looking at the
applications as a whole. | feel the commissioners that we had were spending probably half their time recruiting
volunteers because it was a process every year to get the number of requisite volunteers on this commission.
They were kind of working in silos. You take these five, I'll take this five, you take that five. Nobody was looking at
the overall picture. | think that is a disservice to the process.

Alderman Deane

Meanwhile back at the amendment, from listening to what my colleagues have to say, if Alderman Moriarty doesn’t
want to make the amendment, | think just under B,1: “Composition. The Citizens Advisory Commission for
Community Grants shall consist of seven members.” The rest of it can be removed

MOTION BY ALDERMAN DEANE TO FURTHER AMEND BY CHANGING PARAGRAPH B(1) TO READ:
“COMPOSITION. THE CITIZENS ADVISORY COMMISSION FOR COMMUNITY GRANTS SHALL CONSIST
OF SEVEN MEMBERS.”

Alderman Wilshire
You would look to get rid of the four members appointed by the Mayor, the two members by the Board president?
Alderman Deane

No, that would remain. That shows the composition of seven. Then down in D, that should be removed as well,
Just A, B and C and get rid of D altogether along with the sentence after the comma.

AMENDED MOTION BY ALDERMAN DEANE TO FURTHER AMEND BY CHANGING PARAGRAPH B(1) TO
READ: “COMPOSITION. THE CITIZENS ADVISORY COMMISSION FOR COMMUNITY GRANTS SHALL
CONSIST OF SEVEN MEMBERS.” AND DELETING PARAGRAPH B(1)(d) IN ITS ENTIRETY

MOTION CARRIED

Alderman Lopez

| think it is important to have a low income person, as uncomfortable as it may be to label them as such. Low
income people do represent a cross section of Nashua. There are elderly people, there are minorities. | think we
can represent a lot of people. But it is particularly important in my opinion for someone of low income to represent
that interest in what Review and Comment does.

Alderman Deane

| am quite confident that both the Mayor and the Board President can appoint a low income person without stating
it.

constructed as part of Bid Item No. 2. Labor shall include the installation of nine (9) new
pumps and appurtenances, and connections to the compressed air line and dewatering
condensate main. Materials shall include well caps, pumps, fittings, and appurtenances as
indicated on the Drawings. Not all necessary fittings are shown on the Drawings.
CONTRACTOR is responsible for providing any and all materials needed for a complete
installation of the pump assembly and must ensure that the pump is operational. This item
will be paid on a unit basis for each dewatering pump installed.

Bid Item No. 4 Pipe Trenches

This item requires that CONTRACTOR provide all labor, materials, tools, and equipment to
furnish and install the following, where shown in the Drawings:

» 2-inch diameter SDR 9 HDPE compressed air pipe;
« 3-inch diameter SDR 11 HDPE condensate main pipe; and
" 6-inch diameter solid SDR 17 HDPE gas conveyance pipe.

The pipe trenches may contain varying numbers and types of pipe, ranging from one (1)
single pipe to three (3) pipes in one trench. The various configurations of pipes for each
trench are shown on the Drawings and listed individually on the Bid Form. Work shall
include, but is not limited to:

« Excavating waste for trenches;

" Welding, installing, and testing the solid HDPE pipe in the trenches;

« Installing pipe sleeves where shown on Drawings (materials for pipe sleeves will be
provided by City);

" Connecting to the existing compressor air pipe and condensate main where shown on
the Drawings;

« Installing solid HDPE pipe risers, flanges, and end caps;

" Connecting the installed conveyance pipe to the existing conveyance pipe and to
wellheads where shown on the Drawings;

" Backfilling the trench with excavated materials, or as indicated on the Drawings;

" Relocating excess waste to the active face of the landfill as designated by OWNER; and

* Controlling odors.

Materials shall include all HDPE pipe and fittings needed to complete the work. Labor and
materials needed for installing riser pipes at each well is incidental to this work.
CONTRACTOR shall furnish and install any and all fittings (connections, wyes, tees and
elbows) required to complete the work; not all fittings needed are shown on the Drawings.
This Bid Item will be paid on a per unit basis as indicated on the Bid Form.

Bid Item No. 5 Draintube™ Surface Collection Layer

This item requires that CONTRACTOR provide all labor, materials, and equipment to
furnish and install the Draintube™ surface collection layers along the alignments indicated
on the Drawings. Labor shall include preparing the ground surface for DrainTube™
deployment, rolling out the geomembrane over the smoothed surface, connecting the 1-
inch diameter Draintube™ pipes to the 6-inch diameter solid HDPE vacuum pipe at each

File No. 3066.21 2 of 4 January 2021

end of the collector, and hauling and placing a 1-foot thick layer of Intermediate Cover over
the Draintube™ following installation. Materials shall include the Draintube™ models
indicated on the Drawings, and associated fittings and couplers. Intermediate Cover is
available on site for use by CONTRACTOR. This item will be paid on a unit basis per linear
foot of Draintube™ installed.

Bid Item No. 6 40-mil thick HDPE Geomembrane

This item requires that CONTRACTOR provide all labor, materials, and equipment to
furnish and install 40-mil thick HDPE geomembrane along the existing concrete block wall
where shown on the Drawings. Labor shall include preparing the ground surface for
geomembrane deployment, rolling out the geomembrane over the smoothed surface,
installing anchor trenches along the three edges of the geomembrane not adjacent to the
concrete block wall, and extrusion welding the remaining edge of the geomembrane along
the existing concrete block wall as shown on the Drawings. CONTRACTOR shall also install
extrusion welded pipe boots for new and existing well pipe risers within the area of
geomembrane deployment. Any seams in geomembrane shall also be extrusion welded.
This item will be paid ona per unit area basis as indicated on the Bid Form.

Bid Item No. 7 Wellhead Assemblies

This item requires that CONTRACTOR provide all labor, materials, and equipment to
furnish and install wellhead assemblies, including elastomeric adapters, for the LFG
extraction wells, LFG collection trenches, and Draintube™ surface collectors where shown
on the Drawings. Wellhead assembly shall be QED Precision Quick-Change™ Orifice Plate
Wellhead (or equivalent approved by the ENGINEER) and must be compatible with the
CES/LANDTEC GEM-2000™ and GEM-5000™ landfill gas monitors. This item will be paid
on a per unit basis for each wellhead assembly installed.

Bid Item No. 8 Air Line Isolation Valves

This item requires that CONTRACTOR provide all labor, materials, and equipment to
furnish and install isolation valves for the compressed air pipes where shown on the
Drawings. This Work includes installation of the transition fittings, ball valve, stem
extension, bentonite, and polyethylene wrap. Excavation and backfilling is included under
Bid Item No.4. Payment for this item will be on a per unit basis for each valve installed.

Bid Item No.9 Condensate Traps

This item requires that CONTRACTOR provide all labor, materials, and equipment to
furnish and install the condensate traps where shown on the Drawings. This Work
includes excavation and installation of the condensate traps, hauling of waste excavated to
the active area, welding of HDPE pipe for the trap, and backfilling of the excavation as
shown on the Drawings. Materials shall include all pipe, fittings, and stone aggregate
required for a complete installation. Payment for this item will be on a per unit basis for
each condensate trap installed.

File No. 3066.21 3 of 4 January 2021

Bid Item No. 10 Survey

This item requires that CONTRACTOR provide all labor and equipment required to perform
construction layout and as-built documentation as required by Specifications. Construction
layout shall include vertical wells, gas collection trenches, connections to the existing LFG
conveyance pipe, and all other work items as defined in the Drawings and Specifications.
CONTRACTOR shall stake out alignments of the proposed pipe and locate and mark existing
LFG system features that may be encountered during construction, prior to the start of
excavation. As-built survey locations shall be performed as features are constructed for
payment and record information and shall include all completed items as defined in the
Drawings and Specifications. Payment for this item will be lump sum prorated over the
scheduled duration of the Work.

P:\3000s\ 3066.2 1\Source Files\ Bid Item Defs\20210122 Bid Item Defs.docx

File No. 3066.21 4 of 4 January 2021