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CONTRACT FOR PROFESSIONAL SERVICES

DESIGN AND CONSTRUCTION OVERSITE
FOR
DIVISION OF PUBLIC WORKS FACILITY

A CONTRACT BETWEEN

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

HIT ARCHITECTS, INC.
and its successors, transferees and assignees (together “Architect”)

NAME AND TITLE OF ARCHITECT

35 MEDFORD STREET, SOMERVILLE, MA 02143

ADDRESS OF ARCHITECT

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

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

WHEREAS, Architect 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 written change order or the fully executed City of Nashua Purchase Order shall
control over the terms of the Proposal.

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2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Architect 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.

SCOPE OF WORK:

The proposed project will include a new 25,000 square foot office building on two floors and
will be located at 840 West Hollis Street, the site of the Four Hills Landfill and the Solid Waste
Office Building and Garage. The site will include parking for visitors and staff, a new roadway
entry off of West Hollis Street, as well as locations for site elements such as a generator or
dumpster and the like. No vehicle storage, maintenance bays, workshops or support spaces for
the general workforce such as locker room or crew meeting spaces are included at this time.

The services include a review of programming to finalize scope and planning for this building as
well as future buildings (conceptual block diagrams), schematic design, design development,
construction documentation, and bidding and construction administration.

3. PERIOD OF PERFORMANCE. Architect shall perform and complete all work by February 2022
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. Architect shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the
City of Nashua.

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

NINE HUNDRED NINETY-SEVEN THOUSAND TWO HUNDRED AND FOUR DOLLARS
($997,204)

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

Unless Architect has received a written exemption from the City of Nashua, Architect shall
submit monthly requests for payment for services performed under this agreement in accordance
with the values stated in the Agreement. Such requests shall be supported by such data
substantiating the Architect’s right to payment as the City of Nashua may reasonably require.
Architect shall submit monthly requests for payment for services performed under this agreement
shall be submitted as follows:

> 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

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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.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each
month and must include a detailed summary of the expenditures reported in a form that supports
the approved budget. Specifically, Architect agrees to provide the following with each request
for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order
number, a listing of personnel hours and billing rates, and other expenditures for which
payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a
description of the work accomplished, problems experienced, upcoming work, any extra
work carried out, and a schedule showing actual expenditures billed for the period,
cumulative total expenditures billed and paid to date under the contract, and a comparison
of cumulative total expenditures billed and paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Architect. The City of Nashua
will pay Architect within 30 days of approval by the City of Nashua of the submitted invoice
forms and progress reports. The City of Nashua will make no payments until the invoice forms
and progress reports have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless
approved 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 carnier, or by United States
mail, postage prepaid, and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: ARCHITECT REPRESENTATIVE:
Division of Public Works, Administration HKT Architects Inc.

Lisa Fauteux, Director William R. Hammer,

9 Riverside Street AIA Principal

Nashua, NH 03062 35 Medford Street

Somerville, MA 02143

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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 Architect 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) AKT Architects Inc (signature)
James W. Donchess, Mayor William R. "Hammer, Principal
(Printed Name and Title) (Printed Name and Title)

Date Date

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

ARCHITECT STATUS

STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA COOPERATION

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

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON- WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE
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1.

General Terms and Conditions

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

ARCHITECT STATUS The parties agree that Architect shall have the status of and shall
perform all work under this contract as a Architect, 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 Architect, and
nothing in this contract shall create any contractual relationship between the City of
Nashua and Architect's consultants, sub consultants, contractors, or subcontractors. The
parties also agree that Architect 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 Architect 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.

STANDARD OF CARE Architect shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Architect 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 Architect 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, Architect 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
Architect'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 Architect shall not in
any way relieve Architect 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 Architect'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 Architect shall be and
remain liable in accordance with the terms of the contract and applicable law.

Architect shall furnish competent and skilled personnel to perform the work under this
contract. The City of Nashua reserves the right to approve key personnel assigned by
Architect to perform work under this contract. Approved key personnel shall not be

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taken off of the project by Architect without the prior written approval of the City of
Nashua, except in the event of termination of employment. Architect 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.

. 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
Architect, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

. 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
Architect's performance under the contract. Architect 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 Architect should proceed
with any or all of the proposed change. If the change causes an increase or a decrease in
Architect'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
Architect for adjustment under this clause shall be asserted in writing within 30 days of
the date the City of Nashua notified Architect of the change.

When Architect seeks changes, Architect 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 Architect should proceed with any or all of the proposed change.

Except as provided in this paragraph, Architect 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.

. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will
cooperate with Architect in the performance of its work under this contract and that such
personnel will be available to Architect 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 Architect with access to City
of Nashua records in a reasonable time and manner and to schedule items that require
action by the Board of Public Works and Finance Committee in a timely manner. The
City of Nashua and Architect also agree to attend all meetings called by the City of
Nashua or Architect to discuss the work under the Contract, and that Architect may elect

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to conduct and record such meetings and shall later distribute prepared minutes of the
meeting to the City of Nashua.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Architect 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
Architect. All future questions Architect 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 Architect'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 Architect prior to having received the City of Nashua's resolution shall be
at Architect's risk and expense. At all times, Architect 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. Architect is responsible for requesting
clarification or interpretation and is solely liable for any cost or expense arising from its
failure to do so.

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 Architect 10 day’s written notice of its
intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be
treated as a termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Architect
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
ofa written notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Architect shall receive
all amounts due and not previously paid to Architect for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work

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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 Architect in the event of a failure by Architect to
adhere to any or ail 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. Architect shall be given an opportunity for
consultation with the City of Nashua prior to the effective date of the termination.
Architect may terminate the contract on 10 calendar days written notice if, through no
fault of Architect, the City of Nashua fails to pay Architect 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, Architect 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, Architect shall receive all amounts due and not
previously paid to Architect 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 Architect's failure. Architect 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 Architect until such time as the exact
amount of damages due to the City of Nashua is determined. All claims for payment by
the Architect 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 Architect 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 Architect had not so failed, the termination shall be deemed
to have been a termination at will. In that event, the City of Nashua shall, if necessary,
make an adjustment in the compensation paid to Architect such that Architect receives
total compensation in the same amount as it would have received in the event of a
termination-at-will.

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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 Architect shall cease conducting business, the
City of Nashua shall have the right to solicit applications for employment from any
employee of the Architect 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 Architect's principals,
officers, employees, agents, subcontractors, consultants, vendors, or suppliers are
expressly recognized to be within Architect's control.

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 Architect Representative. At all times, Architect 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, if requested
in writing by either the City of Nashua or the Architect within 14 days after the 30 days
described above , the parties shall attempt to resolve the dispute by entering into
structured non-binding negotiations with the assistance of a mediator on a without
prejudice basis. The mediator shall be appointed by agreement of the parties, which
agreement shall not be unreasonably withheld. If the parties cannot agree to a mediator
within 30 days or the dispute cannot be settled within a period of thirty (30) days with
the mediator, 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.

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

INSURANCE Architect 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.
> $1,000,000 Profession Liability;
> and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

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