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deliver the materials, at Independent Contractor's expense, to the City of Nashua. Independent Contractor shall
not use, willingly allow or cause to have such materials used for any purpose other than the performance of
Independent Contractor's obligations under this contract without the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Independent Contractor (including those
remitted to the City of Nashua by Independent Contractor pursuant to paragraph 20), unless designated as
confidential by a specific statue of the State of New Hampshire, shall be treated as public records and shall be
available for inspection and copying by any person, or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other materials including
but not limited to those contained in media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied
to Independent Contractor in the performance of its obligations under this contract shall be the subject of any
application for a copyright or patent by or on behalf of Independent Contractor. The City of Nashua shall have
the right to reproduce any such materials.

Independent Contractor expressly and indefinitely waives all of its rights to bring, including but not limited to, by
way of complaint, interpleader, intervention, or any third party practice, any claims, demands, suits, actions,
judgments, or executions, for damages or any other relief, in any administrative or judicial forum, against the City
of Nashua or any of its officers or employees, in either their official or individual capacity of the City of Nashua,
for violations of or infringement of the copyright or patent laws of the United States or of any other nation.
Independent Contractor agrees to indemnify, to defend, and to hold harmless the City of Nashua, its
representatives, and employees from any claim or action seeking to impose liability, costs, and attorney fees
incurred as a result of or in connection with any claim, whether rightful or otherwise, that any material prepared
by or supplied to Independent Contractor infringes any copyright or that any equipment, material, or process (or
any part thereof) specified by Independent Contractor infringes any patent.

Independent Contractor shall have the right, in order to avoid such claims or actions, to substitute at its expense
non-infringing materials, concepts, products, or processes, or to modify such infringing materials, concepts,
products, or processes so they become non-infringing, or to obtain the necessary licenses to use the infringing
materials, concepts, products, or processes, provided that such substituted or modified materials, concepts,
products, or processes shal! meet all the requirements and be subject to all the terms and conditions of this
contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor shall notify the
City of Nashua in writing of the date of the completion of the work and request confirmation of the completion
from the City of Nashua. Upon receipt of the notice, the City of Nashua shall confirm to Independent Contractor
in writing that the whole of the work was completed on the date indicated in the notice or provide Independent
Contractor with a written list of work not completed. With respect to work listed by the City of Nashua as
incomplete, Independent Contractor shall promptly complete the work and the final acceptance procedure shall be
repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon which the
designated official accepts and approves the notice of completion.

TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every nature due in
connection with any work performed under the contract and make any and all payroll deductions required by law.
The contract sum and agreed variations to it shall include all taxes imposed by law. Independent Contractor
hereby indemnifies and holds harmless the City of Nashua from any liability on account of any and all such taxes,
levies, duties, assessments, and deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall be considered
waived by the City of Nashua. There shall be no waiver of any past or future default, breach, or modification of
any of the terms and conditions of the contract unless expressly stipulated to by the City of Nashua in a written
waiver.

GC 8 of 9

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27,

28.

29,

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and remedies
available under the contract shall be in addition to and not a limitation of any duties, obligations, rights, and
remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee of the City of Nashua
to have any indirect or direct interest in this contract or the proceeds of this contract. Independent Contractor
warrants that no officer or employee of the City of Nashua has any direct or indirect interest, whether contractual,
noncontractual, financial or otherwise, in this contract or in the business of Independent Contractor. If any such
interest comes to the attention of Independent Contractor at any time, a full and complete disclosure of the interest
shall be immediately made in writing to the City of Nashua. Independent 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. Independent Contractor
further warrants that no person having such an interest shall be employed in the performance of this contract. If
City of Nashua determines that a conflict exists and was not disclosed to the City of Nashua, it may terminate the
contract at will or for cause in accordance with paragraph 8.

In the event Independent Contractor (or any of its officers, partners, principals, or employees acting with its
authority) is convicted of a crime involving a public official arising out or in connection with the procurement of
work to be done or payments to be made under this contract, City of Nashua may terminate the contract at will or
for cause in accordance with paragraph 8. Upon termination, Independent Contractor shall refund to the City of
Nashua any profits realized under this contract, and Independent Contractor shail be liable to the City of Nashua
for any costs incurred by the City of Nashua in completing the work described in this contract. At the discretion
of the City of Nashua, these sanctions shall also be applicable to any such conviction obtained after the expiration
or completion of the contract.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were
offered or given by Independent Contractor to any officer or employee of the City of Nashua with a view toward
securing a contract or securing favorable treatment with respect to the awarding or amending or making of any
determinations with respect to the performance of this contract. If City of Nashua determines that such gratuities
were or offered or given, it may terminate the contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver of any other
rights or remedies available to the City of Nashua under this contract or at law.

‘THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent Contractor, including any of
their respective agents or employees, shall not be liable to third parties for any act or omission of the other party.
This contract is not intended to create any rights, powers, or interest in any third party and this agreement is
entered into for the exclusive benefit of the City of Nashua and Independent Contractor.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their nature survive
termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or unenforceable by any valid
act of Congress or of the New Hampshire legislature or any court of competent jurisdiction, or is found to be in
violation of state statutes or regulations, the invalidity or unenforceability of any particular provision of this
contract shall not affect any other provision, the contract shall be construed as if such invalid or unenforceable
provisions were omitted, and the parties may renegotiate the invalid or unenforceable provisions for sole purpose
of rectifying the invalidity or unenforceability.

. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire contract between

the City of Nashua and Independent Contractor. The parties shall not be bound by or be liable for any statement,
representation, promise, inducement, or understanding of any kind or nature not set forth in this contract. No
changes, amendments, or modifications of any terms or conditions of the contract shall be valid unless reduced to
writing and signed by both parties.

GC 9 of 9

31. CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the State of New
Hampshire and any claim or action brought relating to this contract, the work performed or contracted to be
performed thereunder, or referable in anyway thereto shall be brought in Hillsborough County (New Hampshire)
Superior Court Southern Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 10 of 9

EXHIBIT B
SCOPE OF SERVICES, CONTRACT TIME, FEE SCHEDULE
PROFESSIONAL CONTRACTORING SERVICES

This is an exhibit, dated Wednesday, September 9, 2020, attached to and made part of the Agreement dated Thursday,
September 17, 2020 between D.L. King Inc. (CONTRACTOR) and the City of Nashua, New Hampshire (OWNER).

This exhibit describes the Scope of Services, Contract Time, and Fee Schedule for the project known as the
MYR, Tax, Assessing & City Clerk Office Renovations.

1.0 The Basic Services of aCONTRACTOR as described in Article 2 of said agreement as amended and supplemented
as follows:

Scope of Work

The project is a redesign of the existing office space to reconfigure the workstations and customer reception to keep up
with ADA needs and the Covid-19 separation requirements, as well as general updates to security and finishes. There will
be a new concept of how to receive customers (behind glass) and to provide partitions/sneeze guards between employees,
as well as for the workstations and desks for typical office operations. New millwork will be provided for all transaction
counters and two new kitchenettes will be provided within breakrooms.

The mechanical ductwork will be modified to accommodate new wall locations. Motor Vehicle and Tax will abandon the
existing steam heat supply and replace the air handlers with a VRF system for 3,200sf. Remove the three existing space
air handlers and the associated CCUs. These will be replaced with a new VRF unit and seven indoor fan coils. The
Assessor's space will have some ductwork moved to accommodate new wall locations. The City Clerk will have a new
VAY box installed and tied to the steam heat.

Building electrical systems upgrades include: Modifications to the existing normal power distribution, power outlet
system, LED lighting upgrades, emergency lighting, lighting control and fire detection and signaling system. ACT
ceilings will be replaced in all locations except the City Clerk division. Integral with reconfiguring the desks for new
millwork and separation the wall finishes will be updated or painted. Most of the flooring will be salvaged, but the “raised
floor” in the Motor Vehicle Division will be removed and will require new flooring.

A Hazardous Materials Survey & Abatement study will be provided. All contractors shall carry an allowance of $25,000
for mitigate any materials that may be found. Additionally, two new doorways will be cut through existing masonry
walls. Additional structural engineering will be provided as needed for these locations. The sequencing of work is very
important. Motor Vehicle, Tax and Assessing work can be started immediately upon award of the contract, while the City
Clerk Office will be remodeled after the November election season has been completed. All moving costs of furniture will
be provided by the City of Nashua.

Scope 1 of 2

ARCHITECTURAL

A Cover

COVER

AQ} GENERAL PROJECT NOTES
AQ02 GENERAL NOTES & DETAILS

Assessing Building Plans
AIGEA Assessing Floor Plan

AIGEB Assessing Demo, RCP & Detail Plan
AIQEC Assessing Schedules and details

Motor Vehicle - Tax Building Plans
AI02A Motor Vehicle & Tax Office Plan

Al02B Motor Vehicle & Tax Office Demo & RCP
P...
AlQG2C Motor Vehicle & Tax Schedules & Details

City Clerk Building Plans

AJ103A City Clerk Plan

A103B City Clerk Demo & RCP Plans
A103C City Clerk Schedules and Details

ROTUNBA OPENING
Al04 ROTUNDA DOORWAY

MECHANICAL

M1 DMV, TAX HVAC PLANS

M2 ASSESSING DUCT MODIFICATION
M3 CITY CLERK DUCT MODIFICATION

ELECTRICAL

E10] ELECTRICAL NOTES AND LEGEND
E102 SPECIFICATIONS & SCHEDULES
E103 EQUIPMENT SCHEDULES & NOTES
£201 ASSESSING LIGHTING PLAN

£202 MOTOR VEHICLE LIGHTING PLAN
£203 CITY CLERK PLAN

£301 ASSESSING POWER PLAN

E302 ASSESSING MECHANICAL POWER PLAN
£303 MV, TAX POWER PLAN

£304 MV, TAX MECHANICAL POWER PLAN
£305 CITY CLERK POWER PLAN

£306 CITY CLERK MECHANICAL POWER
PLAN

E401 DETAIL PLAN

E501 ONE-LINE POWER RISER DIAGRAM
FAIP101 FIRE ALARM IMPAIRMENT PLAN
FAIPIG2 FIRE ALARM IMPAIRMENT PLAN
FAIP103 FIRE ALARM IMPAIRMENT PLAN
FA20! FIRE ALARM ASSESSING

FA201 FIRE ALARM MV& TAX

FA201 FIRE ALARM CITY CLERK

FA301 FIRE ALARM RISER DIAGRAM

*See attached Drawing List,

2.0 Contract Fixed Fee

The contract fixed fee is not to exceed the total base cost of $913,343.24. See attached bid proposal.

3.0 Invoicing

See the Schedule of Invoicing in the attached bid proposal,

Scope 2 of 2

Exhibit A3: , 44C.F.R. PART 18 CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of anyFederal grant, the making of any Federal loan, the entering into
of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement,
the undersigned shall complete and submit Standard Form -LLL, “Disclosure Form to Report
Lobbying,” in accordance with it’s instructions.

3. The undersigned shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all subrecipients
shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor, D.L. King Inc. certifies or affirms the truthfulness and accuracy of each
statement of its certification and disclosure, if any. In addition, the Contractor
understands and agrees that the provisions of 31 U.S.C. Chap.38, Administrative Remedies
for False Claims and Statements, apply to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official

Arthur King, CFO

Name and Title of Contractor's Authorized Official

Exhibit A-2: Federal Required Contract Provisions

1, EQUAL EMPLOYMENT OPPORTUNITY

During the performance of this contract, the contractor agrees as follows:

(1) The contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation, gender identity, or
national origin. The contractor will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment without regard to their
race, color, religion, sex, sexual orientation, gender identity, or national origin.

Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. The contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.

(2) The contractor will, in all solicitations or advertisements for employees placed by or
on behalf of the contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, sexual orientation, gender
identity, or national origin.

(3) | The contractor will not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has
inquired about, discussed, or disclosed the compensation of the employee or applicant
or another employee or applicant. This provision shall not apply to instances in which an
employee who has access to the compensation information of other employees or
applicants as a part of such employee's essential job functions discloses the
compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a
formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or
action, including an investigation conducted by the employer, or is consistent with the
contractor's legal duty to furnish information.

(4) The contractor will send to each labor union or representative of workers with
which he has a collective bargaining agreement or other contract or understanding, a
notice to be provided advising the said labor union or workers' representatives of the
contractor's commitments under this section, and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.

(5) The contractor will comply with all provisions of Executive Order 11246 of

September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary
of Labor.

Exhibit A2 - Federal Required Contract Provisions Page 1 of 7

(6) |The contractor will furnish all information and reports required by Executive
Order 11246 of September 24, 1965, and by rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit access to his books, records,
and accounts by the administering agency and the Secretary of Labor for purposes of
investigation to ascertain compliance with such rules, regulations, and orders.

(7) | Inthe event of the contractor's noncompliance with the nondiscrimination
clauses of this contract or with any of the said rules, regulations, or orders, this contract
may be canceled, terminated, or suspended in whole or in part and the contractor may
be declared ineligible for further Government contracts or federally assisted
construction contracts in accordance with procedures authorized in Executive Order
11246 of September 24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(8) | The contractor will include the portion of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of
Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,
so that such provisions will be binding upon each subcontractor or vendor. The
contractor will take such action with respect to any subcontract or purchase order as
the administering agency may direct as a means of enforcing such provisions, including
sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the
administering agency, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause
with respect to its own employment practices when it participates in federally assisted
construction work: Provided, That if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency,
instrumentality or subdivision of such government which does not participate in work
on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering
agency and the Secretary of Labor in obtaining the compliance of contractors and
subcontractors with the equal opportunity clause and the rules, regulations, and
relevant orders of the Secretary of Labor, that it will furnish the administering agency
and the Secretary of Labor such information as they may require for the supervision of
such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or
contract modification subject to Executive Order 11246 of September 24, 1965, with a
contractor debarred from, or who has not demonstrated eligibility for, Government
contracts and federally assisted construction contracts pursuant to the Executive Order
and will carry out such sanctions and penalties for violation of the equal opportunity
clause as may be imposed upon contractors and subcontractors by the administering

Exhibit A2 - Federal Required Contract Provisions Page 2 of 7

agency or the Secretary of Labor pursuant to Part Il, Subpart D of the Executive Order. In
addition, the applicant agrees that if it fails or refuses to comply with these
undertakings, the administering agency may take any or all of the following actions:
Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance,
guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until satisfactory
assurance of future compliance has been received from such applicant; and refer the
case to the Department of Justice for appropriate legal proceedings.

2. DAVIS-BACON ACT

Compliance with the Davis-Bacon Act.

(1} Alltransactions regarding this contract shall be done in compliance with the
Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148} and the requirements of 29
C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141-3144,
and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

(2) Contractors are required to pay wages to laborers and mechanics at a rate not
less than the prevailing wages specified in a wage determination made by the Secretary
of Labor.

(3) Additionally, contractors are required to pay wages not less than once a week.

3. COPELAND ANTI-KICKBACK ACT
Compliance with the Copeland “Anti Kickback” Act

(1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145,
and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by
reference into this contract.

{2) Subcontracts. The contractor or subcontractor shail insert in any subcontracts the
clause above and shall be responsible for the compliance by any subcontractor orlower
tier subcontractor with all of these contract clauses.

(3) Breach. A breach of the contract clauses above may be grounds for termination of

the contract, and fordebarment as a contractor and subcontractor as provided in 29

C.F.R. §5.12.

4. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
Compliance with the Contract Work Hours and Safety Standards Act.

(1) Overtime requirements. No contractor or subcontractor contracting for any part
of the contract work which may require or involve the employment of laborers
or mechanics shall require or permit any such laborer or mechanicin any
workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic rate of

Exhibit A2 - Federal Required Contract Provisions Page 3 of 7

pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any
violation of the clause set forth in paragraph (b)(1) of this section the
contractor and any subcontractor responsible therefor shall be liable for the
unpaid wages. In addition, such contractor and subcontractor shall be liable to
the United States (in the case of work done under contract for the District of
Columbia or a territory, to such District or to such territory), for liquidated
damages. Such liquidated damages shall be computed with respect to each
individual laborer or mechanic, including watchmen and guards, employed in
violation of the clause set forth in paragraph (b)(1) of this section, in the sum of
$27 for each calendar day on which such individual was required or permitted
to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (b)(1) of this
section.

(3) Withholding for unpaid wages and liquidated damages. The City of Nashua
shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld,
from any moneys payable on account of work performed by the contractor or
subcontractor under any such contract or any other Federal contract with the
same prime contractor, or any other federally-assisted contract subject to the
Contract Work Hours and Safety Standards Act, which is held by the same prime
contractor, such sums as may be determined to be necessary to satisfy any
liabilities of such contractor or subcontractor for unpaid wages and liquidated
damages as provided in the clause set forth in paragraph (b)(2) of this section.

(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts
the clauses set forth in paragraph (b)(1) through (4) of this section and alsoa
clause requiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (b)(1) through (4) of this section.

5. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT

Clean Air Act

(1) | The contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

(2) |The contractor agrees to report each violation to the City of Nashua and
understands and agrees that the City of Nashua will, in turn, report each violation as
required to assure notification to the Federal Emergency Management Agency, and the
appropriate Environmental Protection Agency Regional Office.

(3) | The contractor agrees to include these requirements in each subcontract
exceeding $150,000 financed in whole or in part with Federal assistance provided by
Coronavirus Relief Fund established by H.R. 748, Section 5001 provided by the United

a a a a a
Exhibit A2 - Federal Required Contract Provisions Page 4 of 7