1-RFP0011-081525 City Hall HVAC Construction Management.pdf

City of Nashua Purchasing Department

Administrative Services Division 229 Main Street - Nashua, NH 03060

RFP0011-081525 City Hall HVAC Construction Management

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

July 22, 2025

Subject: Request for Proposals RFP0011-081525 City Hall HVAC Construction Management

The City of Nashua, NH, herein referred to as “the City”, is seeking proposals from qualified vendors for the management of the replacement of its existing gas fired steam heating system. The Scope of Work for this project may be found in Appendix A of this request.

The City, through the Mayor, who is the awarding authority and reserves the right to reject any and all proposals or parts of proposals; to waive any defects, information, and minor irregularities; to accept exceptions to these specifications; to award contracts or to cancel this request if in the City’s best interest.

INFORMATION FOR PROPOSERS:

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 vendor chooses to submit their proposal outside of Bonfire, the following are alternate options:

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

Paper: Submission one (1) copy and one digital copy on a USB drive in sealed envelope(s) or package(s) clearly marked “RFP 0011-081525 City Hall HVAC CM Proposals must be submitted in the format provided and address the item(s) specified in the RFP package.

Regardless of the method of submission, proposals must be received no later than 2:00pm on Friday, August 15, 2025, in the Purchasing Department; City Hall, 229 Main Street, Room 11, Nashua, NH 03061. Postmarks or other timestamps will not be accepted in lieu of actual delivery. Vendors can use whatever delivery mechanism it chooses as long as it remains clear that the vendor is responsible for submissions prior to the date and time.

The time of receipt shall be considered when a proposal 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 vendor’s responsibility.

Further details are available on the City's web site, www.nashuanh.gov, under Services; Bid Opportunities; Current Bids and on the Bonfire website; (Refer to Document RFP 0011-081525 City Hall HVAC Construction Management). Proposal will be opened in public 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 RFP 0011-081525 City Hall HVAC Construction Management) within twenty-four (24) hours of the opening.

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

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

https://nashuanh.bonfirehub.com/portal/?tab=openOpportunities 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

The timeline for this project is as follows:

Projected Timeline Date

Mandatory Pre-Proposal Meeting Wednesday July 30, 2025, at 11am – City Hall Rm

Deadline for Vendor Questions Wednesday August 6, 2025 at 10:00 AM

Vendor Question Answers Posted Friday August 8, 2025 at 2:00 PM

Proposals Due Friday, August 15, 2025 at 2:00 PM

Vendor Interviews TBD

A MANDATORY Pre-Proposal Meeting to discuss the project is scheduled to begin promptly at City Hall, 229 Main Street, Nashua, NH, 03060, Room 208 at 11:00 am. The meeting is an opportunity for the City of Nashua to overview the project and objectives, and participants to request additional information directly form City of Nashua staff managing or participating in the project.

Vendors 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 RFP title/number, Page, Section, and must be received no later than Wednesday, August 06, 2025 by 10:00 am to:

City of Nashua

229 Main Street, 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 RFP. Answers to vendor 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 RFP 0011-081525 City Hall HVAC Construction Management) and on Bonfire no later than Friday, August 08, 2025 at 2:00 pm.

The City hereby notifies all vendors 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 proposals 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 sound. 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 vendors to propose products that are energy efficient.

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

Proposals must be submitted in the format provided and address the items specified in this request. The City may reject any or all of the proposals 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 proposer 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 proposal without soliciting further requests for proposals if the action is necessary for the best interest of The City.

The City of Nashua will reject the proposal of any vendor who is presently debarred, declared ineligible or excluded by any Federal department or agency, and reserves the right to reject the proposal of any proposer who has previously failed to http://www.nashuanh.gov/ 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 proposals must be FOB Nashua, NH. All vendors 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.

Sincerely, Amy Girard City of Nashua Purchasing Manager girarda@nashuanh.gov mailto:girarda@nashuanh.gov

GENERAL REQUIREMENTS

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

• 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

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

B. The successful vendor 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 days 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 and $2,000,000 aggregate

• $1,000,000 Combined Single Limit Automobile Liability (coverage must include all owned, non-owned and hired vehicles)

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

• Professional Liability: $1,000,000

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

C. The successful vendor will be required to post the following bonds before construction begins:

• Payment & Performance Bond: A vendor 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 vendors 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.

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

• Vendor shall ensure that its activities and activities of its employees are in strict compliance with all applicable federal, state and local statutes, ordinances, regulations and rules, and permit requirements 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.

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

E. The City may conduct discussions with responsible vendors prior to selection. Successful vendors 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 vendor against the City.

G. After the initial designation of a vendor, City Staff will work with the selected vendor to negotiate final terms and conditions between the City and the successful vendors prior to the Contract Award. A draft contract is attached (Appendix B).

H. The vendor 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 vendor 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 vendor submitting a proposal 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 proposal 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 Condition 5.02 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.

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

The City will stop award actions until after the City’s Purchasing Manager has responded in writing to the protest. If the appellant is not satisfied with the response, the appellant may then protest to the Board of Aldermen, who will render a final decision for the City. No award protests will be heard by the Board of Aldermen unless vendor has followed the appeal process.

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 proposal appeal process.

L. The City assumes no liability for the payment of costs and expenses incurred by any vendor in responding to this request.

All proposals 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 proposals are solicited.

PROJECT SCOPE

Project area and scope of work is defined in the project scope of work attached as Appendix A

PROPOSAL PROCESS & RESPONSE

The RFP response should be fully self-contained, concise, and display clearly and accurately the capabilities, knowledge, experience, and capacity of the vendor to meet the requirements of the project and the proposals. Vendors are encouraged to utilize methods they consider appropriate in communicating the required information. At a minimum, this will include submission of the information requested below:

A. Vendor description and project team

a. Vendor firm name, business, address, website address and contact information

b. Year established, number of employees, office locations, etc.

c. Vendor firm specialties: list your firms area(s) of expertise

d. Identify a project manager and all key project personnel and provide their direct contact information. No key staff member will be reassigned without written approval by the City.

e. Identify minority or women owned business status if applicable.

B. Proposal Sheets

Completed proposals must be submitted on vendors company letterhead utilizing the format provided must include:

a. Vendor description and Project team

b. Qualifications Statement

c. References: include at least 3 professional references (business name, contact, email address & phone number). References may be contacted as part of our preliminary proposal review to assist project committee in assessing vendor qualifications. Current City of Nashua personnel and elected officials shall not be used as references.

d. City Projects: Provide a list of project awards vendor has received from the City of Nashua in the past 5 years. Please include project detail, City department and City project lead.

e. The Scope of Work section of the proposal should explain the Scope of Work as understood by the vendor and detail the approach, activities and work products. Your proposal shall also include and identify suggested revisions and improvements to the Scope of Work that might benefit the project either in efficiency or financially.

f. Compensation/Fee Structure. Provide a proposed compensation structure for your work. Provide a brief narrative on the manner in which you would arrive at a fee for the work required. Include the following information at a minimum:

o Proposed framework for fees bases on pre-construction and construction services o Total dollar volume of work completed during each of the past (3) years o Financial references and a current bonding letter from the bonding company providing bonding capability

g. Project Schedule: Provide a proposed milestone project schedule, include durations on a separate attached schedule (can be 11x17 inch format) with additional details on recommended interim milestones

h. Any additional information that the vendor considers pertinent for consideration should be included in a separate section of the proposals. The City solicits a statement about why the vendor feels its approach would be the most cost effective to the City.

C. General Submission Requirements

a. Responses to this RFP shall be submitted on 8.5 inch by 11 inch sheets.

b. If submitting via paper, responses shall be bound.

c. Pages will use one inch minimum margins and font size shall be eleven points (minimum) and should be double-side printed.

d. There is no page limit, however it is noted that relevance and brevity shall be considered during evaluation of the submittals.

PROPOSAL REVIEW/EVALUATION

Proposals shall be evaluated by specific criteria set forth in this RFP. All proposals considered responsive shall be evaluated for completeness of data provided, support for all claims made, and the overall approach taken. The objective is to select a vendor, through the outlined evaluation process, whose proposal is judged to be in the best interest of the City.

A. INITIAL REVIEW-SUBMITTED PROPOSALS

All proposals will be initially evaluated to determine if they meet the mandatory requirements.

1) The proposal must have been received on or before the specified deadline.

2) The proposal must be complete, in the required format, and comply with all the material requirements of this RFP.

3) Vendors must provide references as outlined.

Failure to meet these requirements may result in a rejected proposal. No proposal shall be rejected, however, if it contains a minor irregularity, defect, or variation, if the irregularity, defect, or variation is considered by the City to be immaterial or inconsequential. In such cases, the vendor will be notified of the deficiency and given an opportunity to correct the irregularity, defect, or variation, or the City may elect to waive the deficiency and accept the proposal.

B. CRITERIA FOR SELECTION

All proposals received from vendors will be reviewed and evaluated by a committee of qualified personnel. This committee will recommend for selection the proposal which most closely meets the requirements of the RFP and is the most advantageous to the City. The City of Nashua is not bound to accept the lowest priced proposal if that proposal is not in the best interest of the City as determined by the City. The City reserves the right to accept or reject any and/or all offers, to waive any and/or all formalities, to clarify any discrepancies in the proposal and to award a contract in the best interest of the City.

Contract(s) will be awarded based on a competitive selection of proposals received. A review committee comprised of city stakeholders will be conveyed to evaluate the proposals and provide a recommendation. Below are specifics as to how the proposals are weighed for decision making purposes.

1) Qualifications and experience of project team

2) Past performance and service on similar projects and responses from client references

3) Proposed Project Completion Dates

4) Overall quality of Submission

5) Total cost proposed

6) Classification as a disadvantaged business enterprise

These criteria will be used to evaluate, rate, and rank the proposals received. The City may choose to interview the top three respondents following ranking or immediately select a vendor from the proposals submitted.

Criteria

Qualifications and Experience:

• Respondent must demonstrate adequate experience in the following areas: qualification, general experience and technical competence of the project team

• Experience with similar type/size project

• Feedback from References with projects similar in size & scope

• Expertise and resources that can perform the necessary tasks required to deliver results.

• Proposer must provide information that demonstrates they possess the technical expertise that is required for this scope of work

Overall Impression of Submission

• Organization, clarity, conciseness and thoroughness.

• Approach to the scope of services and statement of works

• Proposed project schedule

Additional Considerations (applicable only when not in conflict with state or federal guidelines)

• Qualification as a DBE

• Use of Environmentally sound products in the proposed solution

Compensation/Fee Structure

ADDITIONAL CONSIDERATIONS:

The vendor selected shall be expected to comply with all applicable federal and state laws in performance of services. The consideration of all proposals and subsequent selection of the successful vendors shall be made without regard to race, color, sex, age, handicap, religion, political affiliation or national origin. Services provided by the successful vendor shall be rendered through a Standard Contractor Contract, which has been included (Appendix C).

Respondent vendors must identify any exceptions or objections it has to the City’s sample Standard Form of Agreement, General Conditions, Supplementary Conditions documents.

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 proposal 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 submission must declare that it is made without collusion with any other person or entity submitting a proposal pursuant to this RFP

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

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

Amy Girard | Purchasing Manager City of Nashua | Administrative Services Division 229 Main Street | Nashua, NH 03060 Email: purchasing@nashuanh.gov Ph: 603-589-3332

Proposal Document List

The following is a list of documents included in this RFP. Please ensure you have reviewed all documents before submitting all proposals to the City.

☐ Introduction Letter

☐ General Requirements

☐ Appendix A – Scope of Work

☐ Appendix B – City of Nashua Standard Small Construction Contract

To be considered a complete response at a minimum the following documents must be returned along with your proposals:

☐ Proposal Sheets to include:

Vendor Description and Project team

Concise Project Narrative Compensation/Fee Structure Contractor Qualification Statement References List of Subcontractors (If applicable) Project Schedule

☐ Contract and/or Terms & Conditions Acceptance Statement

☐ Any & All Addendums issued after the release of this RFP. Addendums can be found on the City website or on Bonfire with the original proposal documents

Appendix A: Scope of Work

The City of Nashua is interested in procuring construction management services for planning and construction services for the City Hall HVAC Upgrades. The city has contracted Harriman for architectural and engineering services.

Background Information The building was originally constructed in 1939 with a significant addition completed in the late 1970’s. The building is approximately 67,000 square feet in size and underwent a major renovation in 2011.

The building’s mechanical system consists of several different systems. The building is primarily served by a natural gas fired steam boiler, packaged rooftops and several VRF systems. The building’s heating distribution primarily consists of cast iron radiators although a small portion of the building is served by a steam to hot water converter and will not be impacted.

The city has requested a new Variable Refrigerant Flow system with heat recovery be installed in all the areas not currently served by air conditioning and as left out in the 2011 renovation. This area is approximately 20,000 square feet and is scattered about the building. The steam system will be completely eliminated and converted to a hot water system and two new boilers will serve the entire building including refeeding the existing hot water loop. It is expected that construction begins in the early Fall of 2025.

Scope & Pricing of Services The scope of this project involves construction management services related to:

- HVAC upgrades of City Hall, including working with the architect to develop construction estimates and working though constructive and logistical challenges.

- Provide three estimates at the completion of schematic design, design development, construction documents stages. Then complete the upgrades in accordance with the architect’s design.

- Meeting schedules with City staff for the duration of the project will include a minimum of one job site meeting every week with additional meetings as necessary.

The City of Nashua will provide its own financing and pay for the design and construction services. It is expected that your pricing will be carefully done as requests for last-minute adjustments may not be considered. Proposals must be guaranteed for ninety (90) days from the date of receipt.

The City of Nashua is a member of many municipal associations and consortiums throughout the United States. If your company is in agreement with the same, the minimum pricing applies that has been established in the terms and conditions of that agreement.

Responsibilities The Construction Manager shall be expected to perform all professional services consistent with the industry accepted roles of a Construction Manager. In general, they shall include, but shall not necessarily be limited to:

- Attending meetings with the Owner and/or Architect as necessary, throughout the design and construction processes.

- Providing recommendations regarding potential design improvements, materials, equipment selections, and cost savings.

- Assuming charge of, and responsibility for all Project scheduling, including but not limited to, all construction activities. The Construction Manager's preparation and Maintenance of a master project schedule shall not imply responsibility for the performance of contractors separately employed by the Owner. Note: It may be necessary to construct portions of the work outside of normal business hours.

- Assuming charge of, and responsibility for, all Project cost estimating. Such estimating shall be accomplished by the Construction Manager, without creating obligations to prospective sub-bidders.

It shall be the Construction Manager's responsibility to satisfy himself that he has acquired an understanding of the Project adequate for the proper preparation of such estimates. The accuracy of construction estimating shall be of utmost importance. The Construction Manager shall prepare estimates of construction costs at each phase of development, and at such other times as shall be required to adequately inform the Owner and the Architect of the estimated cost of the work.

- Construction Sub-bidding, including the pre-ordering of long lead items.

- Construction phase management, coordination, inspection, supervision, safety and quality control services.

- Construction phase records and accounting.

Appendix B: Draft Construction Contract

STANDARD FORM OF AGREEMENT

B BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the OWNER: City of Nashua, New Hampshire

229 Main Street

Nashua, NH 03060-2019

And the CONTRACTOR:

and its successors, transferees and assignees

(together “CONTRACTOR”)

For the following Project:

ARTICLE 1 – THE CONTRACT DOCUMENT

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

1. This Agreement signed by the OWNER and CONTRACTOR, including the General Terms and

Conditions;

2. Supplementary Conditions;

3. Technical Specifications;

4. Bid Schedule submitted;

5. Payment and Performance Bonds and Insurance Certificate;

6. Notice of Award;

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

8. Fully Executed OWNER 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.

In the event of a conflict between the terms of the Proposals and the terms of this Agreement, a written change order and/or fully executed OWNER Purchase Order, the terms of this Agreement, the written change order or the fully executed OWNER Purchase Order shall control over the terms of the Proposals

ARTICLE 2 – WORK TO BE PERFORMED

Except as otherwise provided in this contract, 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 WORK:

See Exhibit B

ARTICLE 3 – PERIOD OF PERFORMANCE

CONTRACTOR shall perform and complete all work by which date 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. CONTRACTOR shall begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City of Nashua.

ARTICLE 4 – 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 5 – 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; and

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

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, or subcontractor’s. The only contractual relationship created by this contract is between the OWNER and

CONTRACTOR, and nothing in this contract shall create any contractual relationship between the OWNER and CONTRACTOR’s consultants, sub consultants, or subcontractor’s. The parties also agree that

CONTRACTOR is not an OWNER employee and that there shall be no:

1. Withholding of income taxes by the OWNER:

2. Industrial insurance coverage provided by the OWNER;

3. Participation in group insurance plans which may be available to employees of the OWNER;

4. Participation or contributions by either the independent CONTRACTOR or the OWNER to the public employee’s retirement system;

5. Accumulation of vacation leave or sick leave provided by the OWNER;

6. Unemployment compensation coverage provided by the OWNER.

CONTRACTOR will provide the OWNER with certificates of insurance for coverage as listed below and endorsements affecting coverage required by the contract within ten calendar days after the OWNER issues the notice of award. The OWNER 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 OWNER as an additional insured and reflect on the certificate of insurance. CONTRACTOR is responsible for filing updated certificates of insurance with the OWNER'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 CONTRACTOR of its responsibilities or limit the amount of its liability to the OWNER 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 OWNER 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 OWNER, caused in whole or part by CONTRACTOR or anyone employed, directed, or supervised by CONTRACTOR.

➢ The insurance provided herein is primary, and no insurance held or owned by the OWNER, 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 OWNER, caused in whole or part by CONTRACTOR or anyone employed, directed, or supervised by CONTRACTOR.

Regardless of any coverage provided by any insurance, CONTRACTOR agrees to indemnify and hold harmless the OWNER, 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 control or on its behalf in connection with or incidental to the performance of this contract.

CONTRACTOR’s indemnity 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.

General Terms and Conditions

ARTICLE 6 – 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.

2. 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.

3. 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 all.

4. 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.

5. 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 7 – 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.

2. 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.

3. If the CONTRACTOR defaults or neglects to carry out the Work in accordance with the Contract

Documents and fails within a seven (7) 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.

4. 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.

5. The CONTRACTOR shall coordinate and cooperate with separate CONTRACTORs employed by the

OWNER.

6. Costs caused by delays or by improperly timed activities or defective construction shall be borne by the responsible party.

ARTICLE 8 – 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.

2. The CONTRACTOR shall carefully study and compare the Contract Documents with each other and with information furnished by the OWNER. Before commencing activities, the 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. Within ten (10) days of notification of award, and prior to commencement of work, the CONTRACTOR shall obtain and forward to OWNER a Payment Bond and a Performance Bond representing 100% of the contract work.

4. 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.

5. 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.

6. 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.

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

8. 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.

9. The CONTRACTOR shall pay sales, consumer, use and similar taxes that are legally required when the

Contract is executed.

10. 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.

11. 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 shall bear the attributable costs. The CONTRACTOR shall promptly notify the OWNER in writing of any known inconsistencies in the Contract Documents with such governmental laws, rules and regulations.

12. 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.

13. The CONTRACTOR shall confine operations at the site to areas permitted by law, ordinances, permits, the Contract Documents and the OWNER.

14. The CONTRACTOR shall be responsible for cutting, fitting or patching required completing the Work or to make its parts fit together properly.

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

16. Upon completion of WORK, CONTRACTOR warrants and guarantees to OWNER, for one (1) year, and that all WORK was completed in accordance with the Contract Documents and will not be defective.

CONTRACTOR’s warranty and guarantee hereunder excludes defects or damage caused by:

➢ 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

➢ Normal wear and tear under normal usage.

ARTICLE 9 – CHANGES IN THE WORK

1. 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.

2. A Change Order shall be a written order to the CONTRACTOR signed by the OWNER to change the

Work, Contract Sum or Contract Time.

3. 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 Board of Public Works and the OWNER’s

Finance Committee vote prior to proceeding.

4. 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.

5. 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 10 – TIME

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

2. 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 11 – 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.

2. Once every thirty (30) days, the CONTRACTOR shall submit an itemized Application for Payment for operations completed in accordance with the values stated in the Agreement. Such application shall be supported by such data substantiating the CONTRACTOR’s right to payment as the OWNER may reasonably require.

3. Application for Payment performed under this agreement shall be submitted as follows:

➢ Electronically via email to VendorAPInvoices@NashuaNH.gov

OR

file://///CityFile/Secure/DPWShare/ADMIN%20DEPT/Finance/DPW%20PROJECTS/WWTF/Primary%20&%20Secondary%20Digesters%20Cleaning/VendorAPInvoices@NashuaNH.gov

➢ 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 OWNER requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

4. 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.

5. OWNER shall make payments, for work satisfactorily completed and accurately invoiced, on the basis of

CONTRACTORs Application for Payment, within 30 days of approval by the OWNER.

6. The CONTRACTOR shall promptly pay each subcontractor and supplier out of the amount paid to the

CONTRACTOR on account of such entities’ portion of the Work.

7. The OWNER shall have no responsibility for the payment of money to a subcontractor or 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 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 – 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.

9. ARTICLE 13 – CORRECTION OF WORK

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

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.

10. ARTICLE 14 – PROHIBITED INTERESTS

CONTRACTOR shall not allow any officer or employee of the OWNER to have any indirect or direct interest in this contract or the proceeds of this contract. CONTRACTOR warrants that no officer or employee of the

OWNER has any direct or indirect interest, whether contractual, non-contractual, financial or otherwise, in this contract or in the business of the CONTRACTOR. CONTRACTOR also warrants that it presently has no interest and that it will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this contract. CONTRACTOR further warrants that no person having such an interest shall be employed in the performance of this contract. If any such interest comes to the attention of CONTRACTOR at any time, a full and complete disclosure of the interest shall be immediately made in writing to the OWNER. If OWNER determines that a conflict exists and was not disclosed to the OWNER, it may terminate the contract at will or for cause.

ARTICLE 15 – TERMINATION OF THE CONTRACT

TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL

The OWNER, in its sole discretion,…