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C. Payment Becomes Due

1. Not more than 30 days after presentation of the application for payment to OWNER with ENGINEER’s
recommendation, the amount recommended will become due, and when due will be paid by OWNER to
CONTRACTOR.

D. Reduction in Payment.
1. OWNER may refuse to make payment of the full amount recommended by ENGINEER because:

a. Claims have been made against OWNER on account of CONTRACTOR's performance or furnishing of the
Work;

b. Liens have been filed in connection with the Work, except where CONTRACTOR has delivered a specific
Bond satisfactory to OWNER to secure the satisfaction and discharge of such Liens;

c. There are other items entitling OWNER to a set-off against the amount recommended; or

d. OWNER has actual knowledge of the occurrence of any of the events enumerated in paragraphs 14.02.B.5.a
through 14.02.B.5.c or paragraph 15.02.A.

2. If OWNER refuses to make payment of the full amount recommended by ENGINEER, OWNER must give
CONTRACTOR immediate written notice (with a copy to ENGINEER) stating the reasons for such action and
promptly pay CONTRACTOR any amount remaining after deduction of the amount so withheld. OWNER shall
promptly pay CONTRACTOR the amount so withheld, or any adjustment thereto agreed to by OWNER and
CONTRACTOR, when CONTRACTOR corrects to OWNER's satisfaction the reasons for such action.

3. If it is subsequently determined that OWNER's refusal of payment was not justified, the amount wrongfully
withheld shall be treated as an amount due as determined by paragraph 14.02.C.1.

14.03 CONTRACTOR’S Warranty of Title

A. CONTRACTOR warrants and guarantees that title to all Work, materials, and equipment covered by any Application
for Payment, whether incorporated in the Project or not, will pass to OWNER no later than the time of payment free
and clear of all Liens.

14.04 Substantial Completion

A. When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify OWNER and
ENGINEER in writing that the entire Work is substantially complete (except for items specifically listed by CONTRACTOR
as incomplete) and request that ENGINEER issue a certificate of Substantial Completion. Promptly thereafter, OWNER,
CONTRACTOR, and ENGINEER shall make an inspection of the Work to determine the status of completion. If
ENGINEER does not consider the Work substantially complete, ENGINEER will notify CONTRACTOR in writing giving the
reasons therefore. If ENGINEER considers the Work substantially complete, ENGINEER will prepare and deliver to
OWNER a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall
be attached to the certificate a tentative list of items to be completed or corrected before final payment. OWNER shall
have seven days after receipt of the tentative certificate during which to make written objection to ENGINEER as to any
provisions of the certificate or attached list. If, after considering such objections, ENGINEER concludes that the Work is
not substantially complete, ENGINEER will within 14 days after submission of the tentative certificate to OWNER notify
CONTRACTOR in writing, stating the reasons therefore. If after consideration of OWNER's objections, ENGINEER
considers the Work substantially complete, ENGINEER will within said 14 days execute and deliver to OWNER and
CONTRACTOR a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed

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or corrected) reflecting such changes from the tentative certificate as ENGINEER believes justified after consideration
of any objections from OWNER. At the time of delivery of the tentative certificate of Substantial Completion
ENGINEER will deliver to OWNER and CONTRACTOR a written recommendation to division of responsibilities pending
final payment between OWNER and CONTRACTOR with respect to security, operation, safety, and protection of the
Work, maintenance, heat, utilities, insurance, and warranties and guarantees. Unless OWNER and CONTRACTOR agree
otherwise in writing and so inform ENGINEER in writing prior to ENGINEER's issuing the definitive certificate of
Substantial Completion, ENGINEER's aforesaid recommendation will be binding on OWNER and CONTRACTOR until
final payment.

B. OWNER shall have the right to exclude CONTRACTOR from the Site after the date of Substantial Completion, but
OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list.

14.05 Partial Utilization

A. Use by OWNER at OWNER's option of any substantially completed part of the Work which has specifically been
identified in the Contract Documents, or which OWNER, ENGINEER and CONTRACTOR agree constitutes a separately
functioning and usable part of the Work that can be used by OWNER for its intended purpose without significant
interference with CONTRACTOR's performance of the remainder of the Work, may be accomplished prior to
Substantial Completion of all the Work subject to the following conditions.

1. OWNER at any time may request CONTRACTOR in writing to permit OWNER to use any such part of the Work
which OWNER believes to be ready for its intended use and substantially complete. If CONTRACTOR agrees that
such part of the Work is substantially complete, CONTRACTOR will certify to OWNER and ENGINEER that such part
of the Work is substantially complete and request ENGINEER to issue a certificate of Substantial Completion for
that part of the Work. Within a reasonable time after either such request, OWNER, CONTRACTOR, and ENGINEER
shall make an inspection of that part of the Work to determine its status of completion. If ENGINEER does not
consider that part of the Work to be substantially complete, the provisions of paragraph 14.04 will apply with
respect to certification of Substantial Completion of that part of the Work and the division of responsibility in
respect thereof and access thereto.

2. No occupancy or separate operation of part of the Work may occur prior to compliance with the requirements
of paragraph 5.10 regarding property insurance.

14.06 Final Inspection

A. Upon written notice from CONTRACTOR that the entire Work or an agreed portion thereof is complete, ENGINEER
will promptly make a final inspection with OWNER and CONTRACTOR and will notify CONTRACTOR in writing of all
particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately
take such measures as are necessary to complete such Work or remedy such deficiencies.

14.07 Final Payment
A. Application for Payment

1. After CONTRACTOR has, in the opinion of ENGINEER, satisfactorily completed all corrections identified during
the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating
instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance certificates of inspection,
marked-up record documents (as provided in paragraph 6.12), and other documents, CONTRACTOR may make
application for final payment following the procedure for progress payments.

2. The final Application for Payment shall be accompanied (except as previously delivered) by: (i) all
documentation called for in the Contract Documents, including but not limited to the evidence of insurance

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required by subparagraph 5.04.B.7; (ii) consent of the surety, if any, to final payment; and (iii) complete and legally
effective releases or waivers (satisfactory to OWNER) of all Lien rights arising out of or Liens filed in connection
with the Work.

3. In lieu of the releases or waivers of Liens specified in paragraph 14.07.A.2 and as approved by OWNER,
CONTRACTOR may furnish receipts or releases in full and an affidavit of CONTRACTOR that: (i) the releases and
receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls,
material and equipment bills, and other indebtedness connected with the Work for which OWNER or OWNER's
property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier
fails to furnish such a release or receipt in full, CONTRACTOR may furnish a Bond or other collateral satisfactory to
OWNER to indemnify OWNER against any lien.

B. Review of Application and Acceptance

1. If, on the basis of ENGINEER's observation of the Work during construction and final inspection, and ENGINEER's
review of the final Application of Payment and accompanying documentation as required by the Contract
Documents, ENGINEER is satisfied that the Work has been completed and CONTRACTOR's other obligations under
the Contract Documents have been fulfilled, ENGINEER will, within ten days after receipt of the final Application
for Payment, indicate in writing ENGINEER's recommendation of payment and present the Application for Payment
to OWNER for payment. At the same time ENGINEER will also give written notice to OWNER and CONTRACTOR
that the Work is acceptable subject to the provisions of paragraph 14.09. Otherwise, ENGINEER will return the
Application for Payment to CONTRACTOR, indicating in writing the reasons for refusing to recommend final
payment, in which case CONTRACTOR shall make the necessary corrections and resubmit the Application for
Payment.

C. Payment Becomes Due

1. Thirty days after the presentation to OWNER of the Application for Payment and accompanying documentation,
the amount recommended by ENGINEER will become due and, when due, will be paid by OWNER to
CONTRACTOR.

14.08 Final Completion Delayed

A. If, through no fault of CONTRACTOR, final completion of the Work is significantly delayed, and if ENGINEER so
confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment and recommendation of
ENGINEER, and without terminating the Agreement, make payment of the balance due for that portion of the Work
fully completed and accepted. If the remaining balance to be held by OWNER for Work not fully completed or
corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in
paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully
completed and accepted shall be submitted by CONTRACTOR to ENGINEER with the Application for such payment.
Such payment shall be made under the terms and conditions governing final payment, except that it shall not
constitute a waiver of Claims.

14.09 Waiver of Claims
A. The making and acceptance of final payment will constitute:

1. A waiver of all Claims by CONTRACTOR against OWNER other than those previously made in writing which are
still unsettled.

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ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 Termination, Abandonment, or Suspension at Will

The OWNER, 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 OWNER chooses to terminate, abandon, or suspend all or part of the project, it shall provide
CONTRACTOR 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, aaandonment, or suspension at will, CONTRACTOR shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than as may be necessary or
required for completion of such portion of work under the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the OWNER 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 OWNER any orders or subcontracts specified in the notice, and revoke agreements
specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a written notice from the
OWNER to resume performance.

In the event of a termination, abandonment, or suspension at will, CONTRACTOR shall receive all amounts due and not
previously paid to CONTRACTOR for work satisfactorily completed in accordance with the contract prior to the date of
the notice and compensation for work thereafter completed as specified in the notice. No amount shall be allowed or
paid for anticipated profit on unperformed services or other unperformed work.

15.02 Termination for Cause

This agreement may be terminated by the OWNER on 10 calendar day’s written notice to CONTRACTOR in the event of
a failure by CONTRACTOR to adhere to any or all the terms and conditions of the contract or for failure to satisfactorily,
in the sole opinion of the OWNER, to complete or make sufficient progress on the work in a timely and professional
manner. CONTRACTOR shall be given an opportunity for consultation with the OWNER prior to the effective date of
the termination. CONTRACTOR may terminate the contract on 10 calendar days written notice if, through no fault of
CONTRACTOR, the OWNER fails to pay CONTRACTOR for 45 days after the date of approval by the OWNER of any
Application for Payment.

Upon receipt of notice of termination for cause, CONTRACTOR shall:

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

2. Provide the OWNER 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 OWNER 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 OWNER any orders or sub contracts specified in the notice, and
revoke agreements specified in the notice.

GC - 52 of 55

5. Not resume work after the effective date of a notice of termination unless and until receipt of a written notice
from the OWNER to resume performance.

In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not previously paid to
CONTRACTOR for work satisfactorily completed in accordance with the contract prior to the date of the notice, less all
previous payments. No amount shall be allowed or paid for anticipated profit on unperformed services or other
unperformed work. Any such payment may be adjusted to the extent of any additional costs occasioned to the
OWNER by reasons of CONTRACTOR's failure. CONTRACTOR shall not be relieved of liability to the OWNER for damages
sustained from the failure, and the OWNER may withhold any payment to the CONTRACTOR until such time as the
exact amount of damages due to the OWNER is determined. All claims for payment by the CONTRACTOR must be
submitted to the OWNER within 30 days of the effective date of the notice of termination.

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

15.03 General Provisions for Termination

Upon termination of the contract, the OWNER may take over the work and prosecute it to completion by agreement
with another party or otherwise. In the event CONTRACTOR shall cease conducting business, the OWNER shall have
the right to solicit applications for employment from any employee of the CONTRACTOR assigned to the performance
of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the extent that
performance of such obligations is prevented or delayed by any cause, existing or future, which is beyond the
reasonable control of such party. Delays arising from the actions or inactions of one or more of CONTRACTOR's
principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers are expressly recognized to
be within CONTRACTOR's control.

ARTICLE 16 - DISPUTE RESOLUTION

16.01 Methods and Procedures

A. 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 OWNER Representative and a CONTRACTOR Representative. At all times, CONTRACTOR shall carry on the work
under this contract and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the OWNER. If the parties are unable to resolve their dispute as described above within
30 days, the parties may request that the dispute be submitted to the Board of Public Works for resolution. If the
parties are dissatisfied with the decision of the Board of Public Works, the parties’ reserve the right to pursue any
available legal and/or equitable remedies for any breaches of this contract except as that right may be limited by the
terms of this contract.

GC - 53 of 55

ARTICLE 17 - MISCELLANEOUS

17.01 Giving Notice

A. Whenever any provision of the Contact Documents requires the giving of written notice, it will be deemed to have
been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation
for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business
address known to the giver of the notice.

17.02 Computation of Times

A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first
and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day
made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.

17.03 Cumulative Remedies

A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to
the parties hereto are in addition to, and are not to be construed in any way as a limitation or, any rights and remedies
available to any or all of them which are otherwise imposed or available by Laws and Regulations, by special warranty
or guarantee, or by other provisions of the contract Documents, and the provisions of this paragraph will be as
effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation,
right, and remedy to which they apply.

17.04 Survival of Obligations

A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with
the Contract Documents, will survive final payment, completion, and an acceptance of the Work or termination or
completion of the Agreement.

17.05 Controlling Law
A. 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

17.06 Access to Records

A. At all times during regular business hours, CONTRACTOR shall provide full and free access to the OWNER, ENGINEER,
and State of New Hampshire to any books, documents, papers, and records related to the work for the purpose of
examination, audit, and duplication. The CONTRACTOR shall maintain all required accounts, records, and books for
three years after final completion of the work.

17.07 Road Closures and Traffic Delays

A. Partial or full closure of streets in order to facilitate construction will be permitted, or required by the ENGINEER in
accordance with the following:

1. If the CONTRACTOR proposes a closure, the CONTRACTOR notifies the OWNER in writing at least 5 days prior to
the proposed closure of his intent to close the road.

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2. At least 5 days prior to the proposed closure, the CONTRACTOR shall submit a detour traffic plan for each
location being detoured.

3. The CONTRACTOR shall install standard traffic control devices in accordance with the Detour Signage plan
provided in the bid documents and the Manual on Uniform Traffic Control Devices (MUTCD.)

4. The detour signage shall be covered when the road closure is not in effect.

B. CONTRACTOR shall notify the following agencies of any traffic delays or road closures three days in advance of the
work:

Nashua Police Department: (603) 594-3500
Nashua Fire Department: (603) 594-3652
School Bus Garage: (603) 594-4300
Nashua Solid Waste Department (603) 589-3410
Nashua Building Department (603) 589-3080

17.08 Prohibited Interests

A. 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, noncontractual, financial or otherwise, in this contract or in the
business of CONTRACTOR. 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. 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
OWNER determines that a conflict exists and was not disclosed to the OWNER, it may terminate the contract at will or
for cause in accordance with Article 15.02.

B. In the event 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 may terminate the contract at will or for cause in accordance with
paragraph 9. Upon termination, Contractor shall refund to the City any profits realized under this contract, and
Contractor shall be liable to the City for any costs incurred by the City in completing the work described in this
contract. At the discretion of the City, these sanctions shall also be applicable to any such conviction obtained after
the expiration or completion of the contract.

C. Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were offered or given by
Contractor to any officer or employee of the City 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 determines that such gratuities were or offered or given, it may terminate the contract at will
or for cause in accordance with Article 15.02.

D. 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 under this contract or at law.

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DIVISION 6

SUPPLEMENTARY CONDITIONS
PROSECUTION OF WORK

SUPPLEMENTARY CONDITIONS/PROSECUTION OF WORK

These Supplementary Conditions amend or supplement the Standard General Conditions of the
Construction Contract and other provisions of the Contract Documents as indicated below. All
provisions which are not so amended or supplemented remain in full force and effect.

1.

DESCRIPTION OF WORK

The contract work includes the limits on the various streets listed in the attached
summary. The specified pavement treatment is listed.

The City reserves the right to remove streets from the list, extend or shorten limits on
individual streets, or revise the specified pavement treatment on individual streets.

The City may also add additional streets to the contract work.

Should the net projection of the value of changes to the contract work exceed the
authorized amount, the OWNER will present a contract amendment proposal to
the CONTRACTOR.

CONTRACTOR RESPONSIBILITY FOR GRADING
The CONTRACTOR shall be responsible to assure that the finished pavement surface

will be smooth and will have positive drainage. CONTRACTOR shall be responsible to
assure that puddling will not occur in either the roadway, or on adjacent private property
as a result of CONTRACTOR operations. CONTRACTOR shall perform any
measurements needed in advance of excavation, cold planning, reclamation and paving
activities to assure adequate control needed for grading operations.

The ENGINEER may provide a proposed grading design to the CONTRACTOR for use
in areas to be reclaimed. If a proposed design or other guidance is not provided by the
ENGINEER, the CONTRACTOR shall perform grading of the reclaimed base material
to assure that the preconstruction gutter line is recreated. The ENGINEER may request
the use of grade stakes for grade control. Unless otherwise directed, roadway cross slope
on reclaimed streets shall generally be two percent with a centerline crown. In all cases,
roadway cross slopes on reclaimed streets shall not exceed four percent. Pavement cross
slope transitions shall be consistent with good practice generally accepted by New
Hampshire Department of Transportation.

If in the opinion of the CONTRACTOR, it is not possible to meet these grading
requirements at a particular location due to existing constraints, any such location shall
be identified to the ENGINEER in advance of milling, reclamation and/or paving
activities to allow the ENGINEER reasonable time to investigate and provide guidance
to the CONTRACTOR.

PAVEMENT MIX

NHDOT certified mix designs are required for all pavements.

All pavement mixes shall have a maximum Total Reused Binder (TRB) content of 0.5%
and meet all the volumetric mix design criteria.

Unless specified to be “high strength”, wearing courses shall be 75 gyration with PG 64-
SC - 1 of 9

EXHIBIT B

QO Stantec Stantec Consulting Services Inc.

45 Network Drive 3” Foor, Burlington MA 01803-4511

May 4, 2022

Mark Saunders, P.E
Senior Engineer
9 Riverside Greet
Nashua, NH 03062

Reference: 3-Year Optional Pavement Management Support Services Proposal

Dear Mr. Saunders:

Per your request, Santec Consulting Services, Inc. (Santec) has prepared the following
Pavement Management Services Proposal to ensure and protect the City’s municipal
pavement management system investment with providing system maintenance services
to maintain the City'spavement management database system.

We hereby propose to maintain the City’s Cartegraph pavement management system
(PMS) in Cartegraph’s Navigator, Santec will update work history, conduct pavement
conditions surveys, and perform data modeling and analysis on behalf of the City.
Stantec will maintain the City's pavement management database and provide exports
compatible with your GIS

Below are specific work tasks proposed to support Nashua in continuing their pro-active
approach to managing itspavement assets. The intent of these tasks willbe to update
the City’s pavement management database on an annual basis by utilizing ongoing
asset facility distress surveys, conduct data analysis for future capital improvement
planning and monitor system-wide metricson Nashua’ sroadways.

WORK TASKS:

Pavement Management System Update:

Stantec will annually re-survey 33% of the City’s roadway network, approximately
101 centerline miles each year to update the pavement surface condition (PCI)
ratings using CartéGraph’s PAVEMENTiew®Plus software. No data will be
collected on indices other than pavement condition. For each pavement
segment, Santec will capture a digital picture image to develop a geo-tagged
GlSlayer.

After field work, Santec will adjust system default deterioration curves based on
review of past Nashua PCI inspections and Stantec experience outside of
Nashua. Santec will enter and update new work history repair records for the
past construction season, update distress inspection records, and conduct
modeling and analysis of upcoming fiscal year roadway repair plan. This service
includes attendance at one (1) meeting at Nashua DPW, a written annual
summary describing Nashua’spavement condition network, financial needs, and
GlSdata shapefile export.

Stantec will discuss and develop a flow-work plan with Nashua to migrate data
over to OMSand conduct future pavement surveysutilizing Cartegraph’sOMS