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STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the Owner: City of Nashua, New Hampshire

229 Main Street
Nashua, NH 03060

And the Contractor; ABC COMPANY

For the following Project: IFB0651-113015 SARGENT AVE TENNIS COURT REPAIRS

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ARTICLE 1 — THE CONTRACT DOCUMENTS

The Contractor shall complete the work described in the Contract Documents for this project. The
documents consist of

1.

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7.

This Agreement signed by the Owner and Contractor, including the General Terms and

Conditions;

Scape of Work;

Drawings and Specifications provided in the bid documents:

Change Order Form;

Insurance Certificate;

Written change orders for minor changes in the Work issued after execution of this
Agreement; and

Fully Executed City of Nashua Purchase Order

The Contract represents the entire and integrated agreement between the parties and supersedes
prior negotiations, proposals, representations or agreements, either written or oral. Any other
documents which are not listed in this Article are not part of the Contract

ARTICLE 2 — DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION DATE

The date of commencement shall be the date of the Notice to Proceed. Substantial Completion

shall be

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ARTICLE 3- CONTRACT SUM

Subject to additions and deductions by Change Order, the Owner shall pay Contractor, in
accordance with the Contract Documents. the Contract Sum of:

($ )
The Contract Sum shall include all items and services necessary for the proper execution and
completion of the Work

ARTICLE 4 — INSURANCE AND INDEMNIFICATION

Contractor shall carry and maintain in effect during the performance of services under this
contract:
~ General liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
~ Motor Vehicle Liability: $1,000,000 Combined Single Limit:
*Coverage must include all owned, non-owned and hired vehicles.

» Workers’ Compensation Coverage in compliance with the State of NH Statutes,
$100,000/$500,000/3100,000.

Contractor and subcontractors at every tier will fully comply with NH RSA Chapter 281-A,
“Workers’ Compensation”.

(Sole Proprietors not subject to Workers’ Compensation requirements)

Contractor shall maintain in effect at all times during the performance under this contract all
specified insurance coverage with insurers. None of the requirements as to types and limits to be
maintained by Contractor are intended to and shall not in any manner limit or qualify the liabilities
and obligations assumed by Contractor under the contract. The City of Nashua shall not maintain
any insurance on behalf of Contractor. Subcontractors are subject to the same insurance
requirements as the Contractor and it shall be the Contractor's responsibility to ensure

compliance of this requirement

The parties agree that Contractor shall have the status of and shall perform all work under this
contract as an independent contractor, maintaining control over all its consultants, sub
consultants, contractors, or subcontractors. The only contractual relationship created by this
contract is between the City and Contractor, and nothing in this contract shall create any
contractual relationship between the City and Contractor's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Contractor is not a City employee and

that there shall be no:

Withholding of income taxes by the City:

Industrial insurance coverage provided by the City:

Participation in group insurance plans which may be available to employees of the City:
Participation or contributions by either the independent contractor or the City to the public
employee's retirement system;

Accumulation of vacation leave or sick leave provided by the City;

Unemployment compensation coverage provided by the City.

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Contractor will provide the City of Nashua with certificates of insurance for coverage as listed
below and endorsements affecting coverage required by the contract within ten calendar days
after the City issues the notice of award. The City of Nashua requires thirty days written notice of
cancellation or material change in coverage. The certificates and endorsements for each
insurance policy must be signed by a person authorized by the insurer and who is licensed by the
State of New Hampshire. General Liability and Auto Liability policies must name the City of
Nashua as an additional insured and reflect on the certificate of insurance. Contractor is
responsible for filing updated certificates of insurance with the City of Nashua's Risk Management

Department during the life of the contract.

> All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

~ lf aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Contractor must maintain umbrelia liability insurance of at least $1,000,000. All
aggregates must be fully disclosed on the required certificate of insurance

- The specified insurance requirements do not relieve Contractor of its responsibilities or
limit the amount of its liability to the City or other persons, and Contractor is encouraged to
purchase such additional insurance, as it deems necessary.

~ The insurance provided herein is primary, and no insurance held or owned by the City of
Nashua shall be called upon to contribute to a loss.

~ Contractor is responsible for and required to remedy all damage or loss to any property,
including property of the City, caused in whole or part by Contractor or anyane employed,

directed, or supervised by Contractor.

Regardless of any coverage provided by any insurance, Contractor agrees to indemnify and
shall defend and hold harmless the City, its agents, officials, employees and authorized
representatives and their employees from and against any and all suits, causes of action,
legal or administrative proceedings, arbitrations, claims, demands, damages, liabilities,
interest, attorney's fees, costs and expenses of any kind or nature in any manner caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or
fault or willful misconduct, whether active or passive, of Contractor or of anyone acting under
its direction or contral or on its behalf in connection with or incidental to the performance of
this contract. Contractor's indemnity, defense and hold harmless obligations, or portions
thereof, shall not apply to liability caused by the sole negligence or willful misconduct of the

party indemnified or held harmless.

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General Terms and Conditions

ARTICLE 5 - GENERAL PROVISIONS

1.

The Contract represents the entire and integrated agreement between the parties and
supersedes prior negotiations, representations or agreements, either written or oral. The
Contract may be amended or modified only by a written modification.

The term “Work” means the construction and services required by the Contract
Documents, and include all other labor, materials, equipment and services provided by the
Contractor to fulfill the Contractor’s obligations.

The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work by the Contractor. The Contract Documents are
complementary, and what is required by one shall be as binding as if required by al.

In the case of a discrepancy, calculated dimensions will govern over scaled dimensions,
Contract Drawings will govern over Standard Specifications, and Technical Specifications
will govern over both Contract Drawings and Standard Specifications. In the case of a
discrepancy between the Agreement and other Contract Documents, the more specific or
stringent obligation or requirement to the benefit of the Owner shall take precedence.

The Contractor shall take no advantage of any apparent error or omission in the Contract
Drawings or Technical Specifications, and the Engineer will be permitted to make such
corrections and interpretations as may be deemed necessary to fulfill the intent of the

Contract Documents.

ARTICLE 6 — OWNER

1.

Except for permits and fees, which are the responsibility of the Contractor under the
Contract Documents, the Owner shall obtain and pay for other necessary approvals,
easements, assessments and charges.

If the Contractor fails to correct Work that is not in accordance with the Contract
Documents, the Owner may direct the Contractor in writing to stop the Work until the
correction is made.

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract
Documents and fails within a seven day period after receipt of written notice from the
Owner to correct such default or neglect with diligence and promptness, the Owner may,
without prejudice to other remedies, correct such deficiencies. In such case, a Change
Order shall be issued deducting the cost of correction from payments due the Contractor.
The Owner reserves the right to perform construction or operations related to the project
with the Owner's own forces, and to award separate contracts in connection with other

portions of the project.
The Contractor shall coordinate and cooperate with separate Contractors employed by the

Owner.
Costs caused by delays or by improperly timed activities or defective construction shall be

borne by the responsible party.

ARTICLE 7 - CONTRACTOR

1.

Execution of the Contract by the Contractor is a representation that the Contractor has
visited the site, become familiar with local conditions under which the Work is to be
performed and correlated personal observations with requirements of the Contract

Documents.
The Contractor shall carefully study and compare the Contract Documents with each other

and with information furnished by the Owner. Before commencing activities, the

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Contractor shall: (1) take field measurements and verify field conditions; (2) carefully
compare this and other information known to the Contractor with the Contract Documents:
and (3) promptly report errors, inconsistencies or omissions discovered to the Owner

3. The Contractor shall supervise and direct the Work, using the Contractor's best skill and
attention. The Contractor shall be solely responsible for and have control over
construction means, methods, techniques, sequences and procedures, and for
coordinating all portions of the Work.

4. The Contractor, as soon as practicable after award of the Contract, shall furnish in writing
to the Owner the names of subcontractors or suppliers for each portion of the Work, The
Owner will promptly reply to the Contractor in writing if, after due investigation, he has
reasonable objection to the subcontractors or suppliers listed.

5. Unless otherwise provided in the Contract Documents, the Contractor shall provide and
pay for labor, materials, equipment. tools, utilities, transportation, and other facilities and
services necessary for proper execution and completion of the work.

6. The Contractor shall deliver, handle, store and install materials in accordance with
manufacturers’ instructions.

7. The Contractor warrants to the Owner that (1) materials and equipment furnished under
the contract will be new and of good quality unless otherwise required or permitted by the
Contract Documents: (2) the Work will be free from defects not inherent in the quality
required or permitted; and (3) the Work will conform to the requirements of the Contract

Documents
8. The Contractor shall pay sales, consumer, use and similar taxes that are legally required

when the Contract is executed.

9. The Contractor shall obtain and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution and
completion of the Work.

10. The Contractor shall comply with and give notices required by agencies having jurisdiction
over the Work. If the Contractor performs Work knowing it to be contrary to laws, statutes,
ordinances building codes, and rules and regulations without notice to the Owner, the
Contractor shall assume full responsibility for such Work and shal! bear the attributable
costs. The Contractor shal! promptly notify the Owner in writing of any known
inconsistencies in the Contract Documents with such governmental laws, rules and
regulations.

41. The Contractor shall promptly review, approve in writing and submit Shop Drawings,
Product Data, Samples and similar submittals required by the Contract Documents. Shop
Drawings, Product Data, Samples and similar submittals are not Contract Documents.

12. The Contractor shall confine operations at the site to areas permitted by law, ordinances,
permits, the Contract Documents and the Owner.

13. The Contractor shall be responsible for cutting, fitting or patching required to complete the
Work or to make its parts fit together properly.

14. The Contractor shall keep the premises and surrounding area free from accumulation of
debris and trash related to the Work.

15. Contractor warrants and guarantees to Owner, for ___years, upon completion of work, that
all Work will be in accordance with the Contract Documents and will not be defective.
Contractor's warranty and guarantee hereunder excludes defects or damage caused by:

r Abuse, modification, or improper maintenance or operation by persons other than
Contractor, Subcontractors, Suppliers, or any other individual or entity for whom

Contractor is responsible; or
r Normal wear and tear under normal usage

ARTICLE 8 —- CHANGES IN THE WORK

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SCHEDULE C-Equipment List

3/3/2021

Qty Description Own /Lease | Condition | Age
1 249D Skid Steer Own od 2012
2 2590 Skid Steer Own new 2014
1 420DIT CAT Backhoe Own fair 2004
1 C5563 CAT Compactor Own ood 7099
2 CS323C CAT Compactor Own good 1999
1 64 CAT Bulldozer Lease new 2018
1 Da Buldozer Own 2009
1 140G CAT Grader Own aood 1979
1 938K CAT Loader Own new 2014
i 938M CAT Loader ‘Own ood 2016
1 938M CAT Loader Own good 2020
1 950 CAT Loader Own new 2018
1 325 CAT Excavator Own new 2019
2 335 CAT Excavator Own new 2017
1 305 Excavator Own new 2018
1 308 Excavator Qwn new 2018
4 315 Excavator Own new 2020
| Hammer Attachment for 335 Exc. Own new 2018
i Global Street Sweeper Own 00d 1

1 Tr-1 Mack 10-Wheeler Own aood 1997
7 Tr-2 Mack Triaxel Own good 2000
1 Tr-3 Mack {10-Wheeler Own good 1997
1 Tr-4 Mack Ten-Wheeler Own good 2005
j “Tr-5' Mack Ten-Wheeler Own new 2013
1 Tr-6 Mack Triaxel Own good 2006

* All Equipment Available for Each project; f we need to rent equipment to fulfill a project
scope we wil

After execution of the Contract, changes in the Work may be accomplished by Change
Order or by order for a minor change in the Work. The Owner, without invalidating the
Contract, may order changes in the Work within the general scope of the Contract
consisting of additions, deletions or other revisions, the Contract Sum and Contract Time

being adjusted accordingly.
A Change Order shall be a written order to the Contractor signed by the Owner to change

the Work, Contract Sum or Contract Time.

Change Order requests must include material and equipment cost plus labor with a profit
margin of no more than 10%. Change Orders may require approval by the City of Nashua
Board of Public Works and the City of Nashua Finance Committee vote prior to
proceeding.

The Owner will have authority to order minor changes in the Work not involving changes in
the Contract Sum or the Contract Time and not inconsistent with the intent of the Contract
Documents. Such changes shall be written orders and shall be binding on the Owner and
Contractor. The Contractor shall carry out such written orders promptly.

If concealed or unknown physical conditions are encountered at the site that differ
materially from those indicated in the Contract Documents or from those conditions
ordinarily found to exist, the Contract Sum and Contract Time shall be subject to equitable
adjustment following authorization of the Owner to the charges.

ARTICLE 9 — TIME

1.
2.

Time limits stated in the Contract Documents are of the essence to the Contract.

If the Contractor is delayed at any time in progress of the Work by changes ordered in the
Work, or by labor disputes, fire, unusual delay in deliveries. unavoidable casualties or
other causes beyond the Contractor's control, the Contract Time shall be extended by
Change Order for such reasonable time as may be determined.

ARTICLE 10 —- PAYMENTS AND COMPLETION

1

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

At least ten days before the date established for each progress payment, the Contractor
shall submit an itemized Application for Payment for operations completed in accordance
with the values stated in the Agreement. Such application shall be supported by such data
substantiating the Contractor's right to payment as the Owner may reasonably require.
Application for Payment performed under this agreement shall be submitted directly to:

City of Nashua
Accounts Payable

PO Box 2019

Nashua, NH 03061-2019
Attn:

To facilitate the proper and timely payment of applications, the City of Nashua
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.

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5 OWNER shall make payments on the basis of Contractors Application for Payment,
approximately 30 days from the time the final payment application is received by the
Owner, depending upon the timing of submittals and approvals.

6 The Contractor shall promptly pay each Subcontractor and material supplier out of the
amount paid to the Contractor on account of such entities’ portion of the Work.

7 The Owner shall have no responsibility for the payment of money to a Subcontractor or
material supplier.

8. 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.

9, 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.

10. 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.

11. 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

12. Acceptance of final payment by the Contractor, a Subcontractor or material 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— 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 12 - 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.

2. In addition to the Contractor's other obligations including warranties under the Contract,
the Contractor shall, for a period of one year after Substantial Completion, correct work not
conforming to the requirements of the Contract Documents.

3. 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

ARTICLE 13 — PROHIBITED INTERESTS

Contractor shall not allow any officer or employee of the City 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 City 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

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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 City. If City determines that a conflict exists and was not disclosed to the City, it

may terminate the contract at will or for cause

ARTICLE 14 —- TERMINATION OF THE CONTRACT

1.

2

If the Owner fails to make payment when due or substantially breaches any other
obligation of this Contract, following fifteen days’ written notice to the Owner, the
Contractor may terminate the Contract and recover from the Owner payment for work
executed.

The Owner may terminate the contract for cause if the Contractor:

- persistently or repeatedly refuses or fails to supply enough properly skilled workers;

, fails to make payment(s) to Subcontractors for labor or materials in accordance with
the respective agreements between the Contractor and Subcontractors:

disregards laws, ordinanances, rules, regulations, or orders of any public authority
having jurisdiction; or

> is otherwise guilty of a substantial breach of a provision of the Contract Documents.

If the Owner has decided to terminate the contract for cause, the Owner, without prejudice
to any other rights or remedies of the Owner. and after giving the Contractor and the
Contractor's surety, if any, seven days’ written notice, shall terminate the employment of
the Contractor and may finish the Work by whatever reasonable method the Owner
may deem expedient

If the Contract has been terminated by the Owner for cause, the Contractor shall not be
entitled to receive further payment until the work Is finished. If the unpaid balance of the
Contract Sum exceeds the cost of finishing the Work, such excess shall be paid to the
Contractor. Ifthe cost of finishing the Work exceeds the unpaid balance, the Contractor
shall pay the difference to the Owner This obligation for payment shall survive

termination of the Contract.

The Owner also has the right to terminate this Contract, in whole or in part, without cause,

upon fifteen days’ written notice. As of the date specified in the notice, Contractor shall
stop all performance under this Contract, except as otherwise directed by the Owner,
provide the Owner with a list of all unperformed services, and take such action relative
thereto as Contractor may be directed by the Owner. The Owner agrees to pay for all
work that has been performed and equipment that has been installed or is on order and

the order cannot be cancelled.

ARTICLE 15— MISCELLANEOUS PROVISIONS

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Neither party to the Contract shall assign the Contract as a whole without written consent
of the other.

Tests, inspections and approvals of portions of the Work required by the Contract
Documents or by laws, ordinances, rules, regulations or orders of public authorities having
jurisdiction shall be made at an appropriate time.

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

The Owner shall pay for tests except for testing Work found to be defective for which the
Contractor shall pay

The Contract shall be governed exclusively by the law of the State of New Hampshire, and
any litigation shall be brought in a court located in the State of New Hampshire.

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City of Nashua (signature) Contractor (signature)

Donnalee Lozeau, Mayor

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

Date Date

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