CITY OF NASHUA, NEW HAMPSHIRE

DIVISION OF PUBLIC WORKS

STREET DEPARTMENT

RETROREFLECTIVE THERMOPLASTIC AND PAINT

PAVEMENT MARKINGS PROGRAM

IFB0662- 101226

SEPTEMBER 2026

City of Nashua Purchasing Department

Administrative Services Division 229 Main Street - Nashua, NH 03060

IFB0662-101226 Pavement Markings Program Page I 1 of 5

(603) 589-3330 Fax (603) 594-3233

Date: September 21, 2026

Subject: IFB0662-101226 PAVEMENT MARKINGS PROGRAM

The City of Nashua, NH, invites qualified firms to submit bids for the installation of Pavement Markings including Reflectorized Thermoplastic and Reflectorized Paint lines, symbols, and words.

The City reserves the right to increase or decrease the estimated quantities found in this contract. Bid award will be on the basis of the price per linear foot and/or square foot of Pavement Marking applied. The estimated quantity is approximate only, being given as a basis for the uniform comparison of bids. The City does not expressly, nor by implication, agree that the actual amount of work will correspond therewith. Payment will be based on the in-place amount of Pavement Markings actually installed.

Contractor shall ensure that its activities and activities of its employees are in strict compliance with the Environmental Protection Agency, all applicable federal, state and local statutes, ordinances, regulations and rules, including without limitation, the Federal OSHA of 1970, as amended and the standards and regulations issued hereunder, and all other statues, ordinances, regulations, rules, standards and requirements of common law in relation to industrial hygiene and safety, and the protection of health and the environment.

The City of Nashua would like to emphasize the importance of construction work zone safety. The City of Nashua has adopted the provisions of the Manual on Uniform Traffic Control Devices (MUTCD) for work zone safety. Unless otherwise indicated in this contract, the contract shall follow the requirements of the MUTCD at all roadway construction work zones.

Successful Bidder shall begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City of Nashua.

INFORMATION FOR BIDDERS:

The City is now accepting submittals electronically via Bonfire. Please review the electronic documents linked here, Bonfire Vendor Registration and Bonfire Vendor Submission for more information. We strongly recommend that you give yourself sufficient time and at least one (1) business day before due date to begin the uploading process and finalize your submission.

Copies are also available on the City’s website in the Purchasing section within the Bids section.

If a Bidder chooses to submit their bid outside of Bonfire, the following are alternate options:

Paper: Submit one (1) paper copy and one digital copy on a USB drive in sealed envelope(s) or package(s) clearly marked "IFB0662-101226”. Bids must be submitted in the format provided and address the item(s) specified in the IFB package.

Regardless of the method of submission bids must be received no later than 2:00 pm on Monday, October 12, 2026, in the Purchasing Department; City Hall, 229 Main Street, Lower Level, Room 11, Nashua NH 03061. Postmarks or other timestamps will not be accepted in lieu of actual delivery. Bidders can use whatever delivery mechanism it chooses as long as it remains clear that the Bidder is responsible for submissions prior to the date and time.

The time of receipt shall be considered when a bid has been officially documented by the Purchasing Department, in accordance with its established policies, as having been received at the location designated above. The City accepts no responsibility for mislabeled mail. Any and all damage that may occur due to shipping shall be the Bidders responsibility.

https://www.nashuanh.gov/DocumentCenter/View/28837/Bonfire-Process-Overview---Vendor-Registration https://www.nashuanh.gov/DocumentCenter/View/28837/Bonfire-Process-Overview---Vendor-Registration https://www.nashuanh.gov/DocumentCenter/View/28838/Bonfire-Process-Overview---Vendor-Submission

IFB0662-101226 Pavement Markings Program Page I 2 of 5

Complete specifications and related documentation are available on our website, www.nashuanh.gov, under Services, Bid Opportunities, Current Bids; and on the Bonfire website. Refer to Document IFB0662-101226 and related documents.

Please note paper copies of bid documents are not available in the City’s Purchasing Office.

Bids will be opened publicly on the due date and time. Results of the proposal opening will be posted on the City's website, www.nashuanh.gov, under Services; Bid Opportunities; Bid Results; (Refer to Document IFB0662-101226) within twenty-four (24) hours of the opening.

The City assumes no liability for the payment of costs and expenses incurred by any party in responding to this invitation for bids. All bids become the sole property of the City of Nashua. This invitation for bid is not a contract and alone shall not be interpreted as such but rather serves as an instrument through which qualifications are solicited.

No bid will be considered unless accompanied by a bid security in the form of a Bid Bond, in an amount not less than five percent (5%) of the Bid.

The timeline for this project is as follows:

Projected Timeline Date

Deadline for Bidder Questions Thursday, October 1, 2026 at 2:00 pm

Bidder Questions Answers Posted Monday, October 5, 2026 at Noon

Bids Due Monday, October 12, 2026 at 2:00 pm

Bidders are encouraged to submit questions via email; however, the City assumes no liability for assuring accurate and complete email transmission/receipt and is not responsible to acknowledge receipt. Inquiries must be submitted in writing, citing the IFB title/number, Page, Section, and must be received no later than Thursday, October 1, 2026 at 2:00 pm to:

City of Nashua

229 Main Street, Room 11, Nashua, NH 03060 purchasing@nashuanh.gov

The City will consider all timely-received questions and requests for change and, if reasonable and appropriate, will issue an addendum to clarify or modify this IFB. Answers to Bidder submitted questions and other addenda will be posted on the City of Nashua website www.nashuanh.gov, under Services; Bid Opportunities; Current Bids; (Refer to Document IFB0662-101226) and on Bonfire no later than Monday, October 5, 2026 at Noon.

The City hereby notifies all Bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin, sex, age, or disability in consideration for an award.

Pursuant to NRO 5-71 (A), the City of Nashua supports the concept of purchasing products which are biodegradable, can be or have been recycled, or are environmentally sounds. Due consideration will be given to the purchase of such products. If you are proposing any such products which qualify, please so indicate in a cover sheet by item number and description. We are also conscious of energy use and encourage Bidders to propose products that are energy efficient.

All bids are binding for ninety (90) days following the deadline for bids, or until the effective date of any binding resulting contract, whichever is later.

file://///CityFile/Secure/DPWShare/ADMIN%20DEPT/Finance/DPW%20PROJECTS/WWTF/Primary%20and%20Secondary%20Digester%20Coating/BIDDING/TO%20PURCHASING/%20www.nashuanh.gov, file://///CityFile/Secure/DPWShare/ADMIN%20DEPT/Finance/DPW%20PROJECTS/WWTF/Primary%20and%20Secondary%20Digester%20Coating/BIDDING/TO%20PURCHASING/%20www.nashuanh.gov, mailto:purchasing@nashuanh.gov http://www.nashuanh.gov/

IFB0662-101226 Pavement Markings Program Page I 3 of 5

Bids must be submitted in the format provided and address the items specified in this request. The City may reject any or all of the bids on any basis and without disclosure of a reason. The failure to make such a disclosure shall not result in accrual of any right, claim or cause of action by any unsuccessful bidder against The City. The City reserves the right to waive any irregularities when the public interest will be served thereby. The City also reserves the right to negotiate any change or amendment in any bid without soliciting further requests for bids if the action is necessary for the best interest of The City.

The City of Nashua will reject the bid of any proposer who is presently debarred, declared ineligible or excluded by any Federal department or agency, and reserves the right to reject the bid of any proposer who has previously failed to perform any contract properly for any purchaser, or to complete on time, contracts of a similar nature, who is not in the position to perform the contract, or who has neglected the payment of bills or otherwise disregarded its obligations to clients, purchasers, subcontractors, material men, or employees.

The City is exempt of all taxes. All bids must be FOB Nashua, NH. All Bidders must comply with all applicable Equal Employment Opportunity laws.

Pursuant to NRO 5-78 (F), the Purchasing Manager shall not solicit a bid from a contractor who is in default on the payment of taxes, licenses or other monies due the City. Therefore, this bid request is void as to anyone who is in default on said payments.

GENERAL REQUIREMENTS

A. To be eligible for an award, a Bidder must be deemed "responsible". A responsible Bidder:

• has the ability, capacity and skill to provide the goods or services required;

• can provide the goods or services within the time frame specified;

• has a satisfactory record of integrity, reputation, judgment and experience;

• has sufficient financial resources to provide the goods or services;

• has an ability to provide future maintenance and support as required; and

• providing the Bidder has provided goods or services to the City, has developed a positive track record with the City

B. The Successful Bidder will be required to provide the City with certificates of insurance for coverage as listed below and endorsements affecting coverage required by the contract within ten (10) calendar days after the City issues the notice of award. The City requires thirty (30) calendar day’s written notice of cancellation or material change in coverage. The certificate 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, Employer's Liability and Auto Liability policies must name the City of Nashua as an additional insured and reflect on the certificate of insurance:

➢ General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate;

➢ $1,000,000 Combined Single Limit Automobile Liability; *Coverage must include all owned, non-owned and hired vehicles ; and

➢ Workers' Compensation Coverage in compliance with the State of New Hampshire statutes, $100,000/$500,000/$100,000.

All Bidders and subcontractors at every tier under this project will fully comply with NH RSA Chapter 281-A, "Workers' Compensation".

It is the responsibility of the Successful Bidder to submit, to the City, certificates of insurance for the Successful

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Bidder and all other subcontractors prior to the start of the project. It is the responsibility of the Successful Bidder to provide the City with updated certificates of insurance for the Successful Bidder and all subcontractors 10 days prior to the expiration of coverage. The City may, at any time, order the Successful Bidder to stop work, suspend the contract or terminate the contract for non-compliance. All subcontractors are subject to the same insurance requirements as the Successful Bidder.

C. The Successful Bidder will be required to post the following bonds. Cost of bond premiums to be incorporated into the bid item costs.

• Bid Bond: A bid guarantee from each bidder equivalent to 5% of the bid price. The "bid guarantee" must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified.

• Payment & Performance Bond: Successful Bidder shall furnish Performance and Payment Bonds, each in an amount at least equal to the Contract Price, as security for the faithful performance and payment of all obligations under the Contract Documents. These Bonds shall remain in effect at least until one year after the date when final payment becomes due, except as provided otherwise by Laws or Regulations or by the Contract Documents.

Successful Bidder shall also furnish such other Bonds as are required by the Contract Documents. When Successful Bidder delivers the executed agreements to the City, Successful Bidder shall also deliver to the City such Bonds as may be required to furnish.

D. The City also reserves the right to negotiate any change or amendment in any bid without soliciting further bids if the action is necessary for the best interest of the City.

E. The City may conduct discussions with responsible Bidders prior to selection. Successful Bidders shall begin performance upon receipt of an executed contract and a valid purchase order issued from the City.

F. The City may reject any and all responses on any basis and without disclosure of a reason. The failure to make such a disclosure shall not result in accrual of any right, claim, or cause of action by any unsuccessful bidder against the City.

G. After the initial designation of a Bidder, City Staff will work with the selected Bidder to negotiate final terms and conditions between the City and the successful Bidders prior to the Contract Award.

H. The Bidder shall meet all requirements of the Americans with Disabilities Act.

I. The City encourages disadvantaged business enterprise (DBE) participation from contractors and/or subcontractors.

J. The Bidder should understand that under the New Hampshire Right-to-Know Law, all documents submitted in response to this request, including financial information, are considered public information and will be made available to the public upon request, unless specifically exempted under the law.

K. Any Bidder submitting a bid may appeal a pending award prior to award by the City. The appellant must:

a. Submit a written protest to the City’s Purchasing Manager within five (5) business days after the bid opening;

b. Describe, in the written protest, the issues to be addressed on appeal;

c. Post, with the written protest, a bond with a surety meeting the requirements of General

Condition5.02 authorized to do business in this state or submit other security in a form approved by the City who will hold the bond or security until a determination is made on the appeal;

d. Post the bond or other security in the amount of 25% of the total dollar value of the appellant’s bid, up to a maximum bond or other security amount of $250,000.00;

IFB0662-101226 Pavement Markings Program Page I 5 of 5

e. Not seek any type of judicial intervention until the City has rendered its final decision on the protest.

If an appeal is granted, the full amount of the posted bond or security will be returned to the appellant. If the appeal is denied or not upheld, a claim may be made against the bond for expenses suffered by the City because of the unsuccessful appeal. The City is not liable for any costs, expenses, attorney's fees, loss of income, or other damages sustained by the appellant in a bid appeal process.

L. The City assumes no liability for the payment of costs and expenses incurred by any Bidder in responding to this request. All bids become sole property of The City. This is not a contract and shall not be interpreted as such but rather serves as an instrument through which qualifications and cost bids are solicited.

M. Bid Document Submission List:

To be considered a complete response, the following documents must be submitted along with your bid.

i. Bid Form

ii. Bid Bond

iii. Schedule of Values

iv. List of traffic control equipment to be used for the duration of the contract

v. References

vi. Any and all addendums issued after the release of this IFB. Upon issuance, addendums can be found on the City website or on Bonfire with the original bid documents.

Please ensure you have reviewed all documents before submitting all bids to the City

ADDITIONAL CONSIDERATIONS:

The Bidder selected shall be expected to comply with all applicable federal and state laws in performance of services. The consideration of all bids and subsequent selection of the Successful Bidder shall be made without regard to race, color, sex, age, handicap, religion, political affiliation or national origin. Services provided by the Successful Bidder shall be rendered through a Contract for Independent Contractor Contract, which has been included in the bid package.

Bidder must identify any exceptions or objections it has to the City’s sample Contract for Independent Contractor. Copies are part of the Bidding Specifications and Contract Requirements.

The City may from time to time revise the above listed documents. The City will not accept or entertain any exceptions or objections to the above listed documents at any time after Bid submittal except and only to the extent the City subsequently makes a material change to a substantive provision of the above listed terms and conditions.

The bid must declare that it is made without collusion with any other person or entity submitting a bid pursuant to this IFB.

Disclosure of any potential conflict or statement that there are none to the best knowledge of the Bidder(s). Also, Bidder(s) should state its intention to conform to the no conflict provisions of the IFB.

Prospective applicants who have any questions regarding this opportunity may contact:

Amy Girard, Purchasing Manager City of Nashua, Administrative Services Division Email: purchasing@nashuanh.gov Ph: 603-589-3332 mailto:Email:%20purchasing@nashuanh.gov

Table of Contents

1. PROGRAM SPECIFICATIONS &

REQUIREMENTS

2. CONTRACT FOR INDEPENDENT CONTRACTOR

3. BID FORM

4. BID BOND

5. SCHEDULE OF VALUES

6. REFERENCES

Paving Markings Program IFB0662-101226

PROGRAM SPECIFICATIONS & REQUIREMENTS

GENERAL PROGRAM REQUIREMENTS

1. Upon execution of the contract, the Superintendent of the City of Nashua Street Department and the Contractor’s Representative will schedule a meeting to establish a work schedule.

2. All work to be performed and material to be installed under this contract shall meet with the most recent applicable provisions of “Standard Specifications for Road and Bridge Construction”, State of New Hampshire, Department of Transportation, including any and all applicable addenda. Any proposed deviation from these specifications by the Contractor shall be submitted, in writing, to the Superintendent of the City of Nashua Street Department.

3. Placement of all Retroreflective Thermoplastic and Retroreflective Paint shall be done in accordance with the most recent applicable provisions of “Standard Specifications for Road and Bridge Construction”, State of New Hampshire, Department of Transportation, Section 632 and in accordance with the most current edition of the Manual of Uniform Traffic Control Devices (MUTCD), or by the direction of the City’s Pavement Marking Supervisor.

4. All Pavement Markings work shall be completed between 8:00 PM to 6:00AM unless otherwise directed by the Superintendent of the Street Department or his Designee.

5. All work will be supervised by the Superintendent of the Street Department or his Designee. It will be required that daily quantities be submitted to a member of City’s Traffic staff at the end of each work shift.

6. The City of Nashua has accepted the most recent Pavement Marking Standards, Legends and Arrows, as used by the New Hampshire Department of Transportation, Bureau of Traffic. The Contractor shall consult the Special Provisions section for details and standards not found in the NHDOT Standards. In the case of duplication, the detail under the Special Provision Section shall apply.

7. Should any foreign object be found on the road, that would impact the work, Contractor shall remove such object prior to continuing operations.

MAINTENANCE AND CONTROL OF TRAFFIC

1. Contractor shall provide all work zone traffic control measures consistent he most recent applicable provisions of “Standard Specifications for Road and Bridge Construction”, State of New Hampshire, Department of Transportation, Section

619 and in accordance with the most current edition of the Manual of Uniform Traffic Control Devices (MUTCD).

2. The Contractor shall supply all necessary equipment, materials and labor necessary for the maintenance and control of traffic.

a. For symbol and legend markings, crosswalks and stop lines, at least one flag man designated for that purpose only in addition to the installation crew shall be provided. At least 2 construction vehicles with approved flashing lights shall be included with each crew.

b. For 4” edge lines a minimum of 3 vehicles shall be included in the work force.

3. All workers shall wear reasonably clean approved reflectorized safety vests that can be seen by approaching traffic.

4. All vehicles shall be equipped with approved amber flashing lights.

5. As part of the bidding procedure, the Contractor shall submit a listing of the traffic control equipment to be used for the duration of the contract.

SPECIAL PROVISIONS

1. The following Pavement Marking Symbols and Legends will be installed in accordance with Manual of Uniform Traffic Control Devices (MUTCD) standards.

A. Crosswalk & Stop Line

B. “YIELD”

C. “ONLY”

D. Pedestrian Crossing Symbol E. Directional Arrows (Left – Right – Thru – Combo) F. RR crossing

2. Upon written approval by the Superintendent of the City of Nashua Street

Department, the Contractor may install limited applications of preformed thermoplastic. The Contractor shall provide the Superintendent of the City of Nashua Street Department with any and all specifications and materials regarding the preformed thermoplastic. This will in no way affect the thermoplastic bid price.

COMPLIANCE WITH SAFETY REGULATIONS

The Contractor shall ensure that its activities and activities of its employees, agents and Subcontractors, and their employees and agents (including all sub-contractors) are in strict compliance with all Environmental Protection Agency, New Hampshire Department of Environmental Services and Department of Transportation regulations and all other applicable Federal, state and local statutes, ordinances, regulations and rules, including without limitation, the Federal Occupational Safety and Health Act of 1970 (OSHA) as amended and the standards and regulations issued there under, and all other statutes, ordinances, regulations, rules, standards and requirements of common law in relation to industrial hygiene and safety, and the protection of health and the environment.

AG 1 of 3

CONTRACT FOR INDEPENDENT CONTRACTOR

City of Nashua Pavement Markings Program

IFB0662-101226

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060

AND

and its successors, transferees and assignees (together “Independent Contractor”)

NAME AND TITLE OF INDEPENDENT CONTRACTOR

ADDRESS OF INDEPENDENT CONTRACTOR

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time to time requires the services of an Independent Contractor ; and

WHEREAS, it is deemed that the services of an Independent Contractor herein specified are both necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Independent Contractor represents they are duly qualified, equipped, staffed, ready, willing and able to perform and render the services hereinafter described;

NOW, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and are made part of this contract:

Exhibit A -- General Conditions for Contracts Exhibit B -- Scope of Services, Contract Time, Fee Schedule

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.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the

AG 2 of 3 written change order or the fully executed City of Nashua Purchase Order shall control over the terms of the Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Independent Contractor shall furnish all services, equipment, and materials and shall perform all operations necessary and required to carry out and perform in accordance with the terms and conditions of the contract the work described.

DESCRIPTION OF SERVICE:

Installation of the following Pavement Markings:

• Reflectorized Thermoplastic

• Reflectorized Pain Lines, Symbols, and Words

3. PERIOD OF PERFORMANCE. Independent Contractor shall perform and complete all work within the time periods set forth, which shall only be altered by mutually approved written agreement to extend the period of performance or by termination in accordance with the terms of the contract. Independent Contractor shall begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City of Nashua.

4. COMPENSATION. Independent Contractor agrees to perform the work for a total cost not to exceed

Dollars ($ )

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

Unless Independent Contractor has received a written exemption from the City of Nashua, Independent Contractor shall submit an itemized Application for Payment for operations completed in accordance with the values stated in the Agreement. Such applications shall be supported by such data substantiating the Independent Contractor’s right to payment as the City of Nashua may reasonably require.

Independent Contractor shall submit monthly requests for payment for services performed under this agreement directly to:

Electronically via email to VendorAPInvoices@NashuaNH.gov

OR

Paper Copies via US Mail to:

City of Nashua, City Hall Accounts Payable 229 Main Street Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

file://CityFile/Secure/DPWShare/ADMIN%20DEPT/Finance/Contract%20Templates/Independent%20Contractor%20Contract%20Template/VendorAPInvoices@NashuaNH.gov

AG 3 of 3

Applications for Payment shall be submitted no later than fifteen (15) days after the end of each month.

The City of Nashua will pay for work satisfactorily completed and accurately invoiced by Independent Contractor within thirty (30) days from the time of approval by the City of Nashua.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective upon the date of execution by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid, and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: CONTRACTOR REPRESENTATIVE:

Jon Ibarra, Superintendent

City of Nashua, Street Department

848 West Hollis Street

Nashua, NH 03062

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be given to and received by the addressee thereof on the third business day after being deposited in the mail. The City of Nashua or Independent Contractor may change the address or representative by giving written notice to the other party.

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) (signature)

James W Donchess, Mayor

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

Date Date

GC 1 of 12

EXHIBIT A

TABLE OF CONTENTS

GENERAL CONDITIONS

1. DEFINITIONS GC--2

2. INDEPENDENT CONTRACTOR STATUS GC--2

3. STANDARD OF CARE GC--2

4. CITY OF NASHUA REPRESENTATIVE GC--3

5. CHANGES TO SCOPE OF WORK GC--3

6. CITY OF NASHUA COOPERATION GC--3

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR

DISCREPANCIES GC--4

8. TERMINATION OF CONTRACT GC--4

9. DISPUTE RESOLUTION GC--6

10. NO DAMAGES FOR DELAY GC--6

11. INSURANCE GC--7

12. INDEMNIFICATION GC--7

13. FISCAL CONTINGENCY GC--8

14. COMPENSATION GC--8

15. COMPLIANCE WITH APPLICABLE LAWS GC--8

16. NONDISCRIMINATION GC--8

17. ENDORSEMENT GC--9

18. ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING GC--9

19. CITY INSPECTION OF CONTRACT MATERIALS GC--9

20. DISPOSITION OF CONTRACT MATERIALS GC--10

21. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS GC--10

22. FINAL ACCEPTANCE GC--11

23. TAXES GC--11

24. NON-WAIVER OF TERMS AND CONDITIONS GC--11

25. RIGHTS AND REMEDIES GC--11

26. PROHIBITED INTERESTS GC--11

27. THIRD PARTY INTERESTS AND LIABILITIES GC--12

28. SURVIVAL OF RIGHTS AND OBLIGATIONS GC--12

29. SEVERABILITY GC--12

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT GC--12

31. CHOICE OF LAW AND VENUE GC—13

GC 2 of 12

General Terms and Conditions

1. DEFINITIONS Unless otherwise required by the context, "Independent Contractor”, and its successors, transferees and assignees (together “Independent Contractor”) includes any of the Independent Contractor's consultants, sub consultants, contractors, and subcontractors

2. INDEPENDENT CONTRACTOR STATUS The parties agree that Independent 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 of Nashua and Independent Contractor, and nothing in this contract shall create any contractual relationship between the City of Nashua and Independent Contractor's consultants, sub consultants, contractors, or subcontractors. The parties also agree that Independent Contractor is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of the City of Nashua;

(4) Participation or contributions by either the Independent Contractor or the

City of Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of

Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

3. STANDARD OF CARE Independent Contractor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all work performed under this contract. Independent Contractor warrants that all work shall be performed with the degree of professional skill, care, diligence, and sound practices and judgment that are normally exercised by recognized professional firms with respect to services of a similar nature. It shall be the duty of Independent Contractor to assure at its own expense that all work is technically sound and in conformance with all applicable federal, state, and local laws, statutes, regulations, ordinances, orders, or other requirements. In addition to all other rights which the City of Nashua may have, Independent Contractor shall, at its own expense and without additional compensation, re-perform work to correct or revise any deficiencies, omissions, or errors in the work or the product of the work or which result from Independent Contractor's failure to perform in accordance with this standard of care.

Any approval by the City of Nashua of any products or services furnished or used by Independent Contractor shall not in any way relieve Independent Contractor of the responsibility for professional and technical accuracy and adequacy of its work. City of Nashua review, approval, or acceptance of, or payment for any of Independent Contractor's work under this contract shall not operate as a waiver of any of the City of Nashua's rights or causes of action under this contract, and Independent Contractor shall be and remain liable in accordance with the terms of the contract and applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work under this contract. The City of Nashua reserves the right to approve key personnel

GC 3 of 12 assigned by Independent Contractor to perform work under this contract. Approved key personnel shall not be taken off of the project by Independent Contractor without the prior written approval of the City of Nashua, except in the event of termination of employment.

Independent Contractor shall, if requested to do so by the City of Nashua, remove from the job any personnel whom the City of Nashua determines to be incompetent, dishonest, or uncooperative.

4. CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua representative for this contract. If designated, all notices, project materials, requests by Independent Contractor, and any other communication about the contract shall be addressed or be delivered to the City of Nashua Representative.

5. CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make changes to the general scope, character, or cost of this contract and in the services or work to be performed, either increasing or decreasing the scope, character, or cost of Independent Contractor's performance under the contract. Independent Contractor shall provide to the City of Nashua within 10 calendar days, a written proposal for accomplishing the change. The proposal for a change shall provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then determine in writing if Independent Contractor should proceed with any or all of the proposed change. If the change causes an increase or a decrease in Independent Contractor's cost or time required for performance of the contract as a whole, an equitable adjustment shall be made and the contract accordingly modified in writing. Any claim of Independent Contractor for adjustment under this clause shall be asserted in writing within 30 days of the date the City of Nashua notified Independent Contractor of the change.

When Independent Contractor seeks changes, Independent Contractor shall, before any work commences, estimate their effect on the cost of the contract and on its schedule and notify the City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then determine in writing if Independent Contractor should proceed with any or all of the proposed change.

Except as provided in this paragraph, Independent Contractor shall implement no change unless the City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the provisions of this contract shall apply to all changes. The City of Nashua may provide verbal approval of a change when the City of Nashua, in its sole discretion, determines that time is critical or public health and safety are of concern. Any verbal approval shall be confirmed in writing as soon as practicable. Any change undertaken without prior City of Nashua approval shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract termination.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate with Independent Contractor in the performance of its work under this contract and that such personnel will be available to Independent Contractor for consultation at reasonable times and after being given sufficient advance notice that will prevent conflict with their other responsibilities. The City of Nashua also agrees to provide Independent Contractor with access to City of Nashua records in a reasonable time and manner and to

GC 4 of 12 schedule items that require action by the Board of Public Works and Finance Committee in a timely manner. The City of Nashua and Independent Contractor also agree to attend all meetings called by the City of Nashua or Independent Contractor to discuss the work under the Contract, and that Independent Contractor may elect to conduct and record such meetings and shall later distribute prepared minutes of the meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES

Independent Contractor warrants that it has examined all contract documents, has brought all conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has concluded that the City of Nashua's resolution of each matter is satisfactory to Independent Contractor. All future questions Independent Contractor may have concerning interpretation or clarification of this contract shall be submitted in writing to the City of Nashua within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis for Independent Contractor's question or position. The City of Nashua representative shall render a decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any work affected by a conflict, error, omission, or discrepancy which has been performed by Independent Contractor prior to having received the City of Nashua's resolution shall be at Independent Contractor's risk and expense. At all times, Independent Contractor shall carry on the work under this contract and maintain and complete work in accordance with the requirements of the contract or determination of the City of Nashua. Independent Contractor is responsible for requesting clarification or interpretation and is solely liable for any cost or expense arising from its failure to do so.

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, 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 City of Nashua chooses to terminate, abandon, or suspend all or part of the project, it shall provide Independent Contractor 10 days’ 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 part of the project and contract.

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

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts 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.

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the City of Nashua 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 City of Nashua 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 City of Nashua to resume performance.

GC 5 of 12

In the event of a termination, abandonment, or suspension at will, Independent Contractor shall receive all amounts due and not previously paid to Independent 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.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10 calendar day’s written notice to Independent Contractor in the event of a failure by Independent 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 City of Nashua, to complete or make sufficient progress on the work in a timely and professional manner. Independent Contractor shall be given an opportunity for consultation with the City of Nashua prior to the effective date of the termination. Independent Contractor may terminate the contract on 10 calendar days written notice if, through no fault of Independent Contractor, the City of Nashua fails to pay Independent Contractor for 45 days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Independent Contractor shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the City of Nashua 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 City of Nashua 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 City of Nashua 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 City of Nashua to resume performance.

In the event of a termination for cause, Independent Contractor shall receive all amounts due and not previously paid to Independent 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 City of Nashua by reasons of Independent Contractor's failure.

Independent Contractor shall not be relieved of liability to the City of Nashua for damages sustained from the failure, and the City of Nashua may withhold any payment to the Independent Contractor until such time as the exact amount of damages due to the City of Nashua is determined. All claims for payment by the Independent Contractor must be submitted to the City of Nashua within 30 days of the effective date of the notice of termination.

If after termination for the failure of Independent Contractor to adhere to any of the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress on the work in a timely and professional manner, it is determined that Independent Contractor had not so failed, the termination shall be deemed to have been a termination at will. In that event, the City of Nashua shall, GC 6 of 12 if necessary, make an adjustment in the compensation paid to Independent Contractor such that Independent Contractor receives total compensation in the same amount as it would have received in the event of a termination-at-will.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of Nashua may take over the work and prosecute it to completion by agreement with another party or otherwise. In the event Independent Contractor shall cease conducting business, the City of Nashua shall have the right to solicit applications for employment from any employee of the Independent 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 Independent Contractor's principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers are expressly recognized to be within Independent Contractor's control.

9. 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 City of Nashua Representative and a Independent Contractor Representative. At all times, Independent 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 City of Nashua. 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.

10. NO DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation, or adjustment of any kind shall be made to Independent Contractor for damages because of hindrances or delays in the progress of the work from any cause, and Independent Contractor agrees to accept in full satisfaction of such hindrances and delays any extension of time that the City of Nashua may provide.

11. INSURANCE Independent 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;

$1,000,000 Combined Single Limit Automobile Liability; *Coverage must include all owned, non-owned and hired vehicles ; and Workers' Compensation Coverage in compliance with the State of New

Hampshire statutes, $100,000/$500,000/$100,000.

GC 7 of 12

Independent 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 Independent Contractor are intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Independent Contractor under this contract. The City of Nashua shall not maintain any insurance on behalf of Independent Contractor. Subcontractors are subject to the same insurance requirements as Independent Contractor and it shall be the Independent Contractor’s responsibility to ensure compliance of this requirement.

Independent Contractor will provide the City of Nashua with certificates of insurance for coverage as listed below and endorsements affecting coverage required by the contract. 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. Independent 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.

The specified insurance requirements do not relieve Independent Contractor of its responsibilities or limit the amount of its liability to the City of Nashua or other persons, and Independent 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.

Independent Contractor is responsible for and required to remedy all damage or loss to any property, including property of the City of Nashua, caused in whole or part by Independent Contractor or anyone employed, directed, or supervised by Independent Contractor.

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.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent

Contractor agrees to indemnify and hold harmless the City of Nashua, 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,…