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9, ENTIRE AGREEMENT
This Agreement and any amendments to this Agreement contain the complete agreement

between the Parties with respect to the subject matter of this Agreement and supersede all other
agreements and understandings, whether written or oral, with respect to the matters contained in
this Agreement, including any letters of intent, term sheets or similar proposals exchanged by the

Parties,

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the

CITY OF NASHUA
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By: James W. oa Duly Authorized 4,
I af

Signature:
Title: Mayor
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Date: SLI Lips
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KAST RIVER ENERGY

M. Herzog __. DulwAuthorized

Signature?->~~._ Hh Ee

By: Donald

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Title: President & CEO

Date: 7/29/2016

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Exhibit A:
FTA CLAUSES
No Government Obligation to Third Parties

The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express
written consent by the Federal Government, the Federal Government is not a party to this contract and shall
not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or
not a party to that contract) pertaining to any matter resulting from the underlying contract.

The Contractor agrees to include the above clause in each subcontract financed in whole or in part with
Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to
identify the subcontractor who will be subject to its provisions.

Program Fraud and False or Fraudulent Statements and Related Acts

31 U.S.C. 3801 et seq.
49 CFR Part 31 18 U.S.C. 1001
49 U.S.C. 3307

The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended, 31 U.S.C. § § 3801 et seq. and U.S, DOT regulations, “Program Fraud Civil Remedies," 49
C.F.R. Part 31. apply to its actions pertaining to this Project. Upon execution of the underlying contract, the
Contractor certifies or affirms the truthtulness and accuracy of any statement it has made, it makes, it may
make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this
contract work is being performed. In addition to other penalties that may be applicable, the Contractor
further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification, the Federal Government reserves the right to impose the penalties of
the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government

deems appropriate.

The Contractor also acknowledges that if it makes, or causes to be made, a false. fictitious, or fraudulent
claim, statement, submission, or certification to the Federal Government under a contract connected with a
project that is financed in whole or in part with Federal assistance originally awarded by FTA under the
authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. §
1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems
appropriate.

The Contractor agrees to include the above clause in each subcontract financed in whole or in part with
Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to
identify the subcontractor who will be subject to its provisions.

Access to Records and Reports

49 U.S.C, 5325
18 CFR 18.36 (i)
49 CFR 633.17

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the
FTA Recipient in accordance with 49 C. F. R. 18.34(i), the Contractor agrees to provide the Purchaser, the
FTA Administrator, the Comptroller General of the United States or any of their authorized representatives
access to any books, documents, papers and records of the Contractor which are directly pertinent to this
contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also
agrees, pursuant to 49 C. F, R. 633.17 to provide the FTA Administrator or his authorized representatives
including any PMO Contractor access to Contractor's records and construction sites pertaining to a major
capital project, defined at 49 U.S.C. $302(a)1, which is receiving federal financial assistance through the
programs described at 49 U.S.C, 5307, 5309 or 5311.

Where the Purchaser enters into a negotiated contract for other than a small purchase or under the
simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit
organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R.
19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the
United States or any of their duly authorized representatives with access to any books, documents, papers
and record of the Contractor which are directly pertinent to this contract for the purposes of making audits,

examinations. excerpts and transcriptions.

be

Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with
49 U.S.C. 5324(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C.
5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the
contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized
officer or employee of any of them for the purposes of conducting an audit and inspection.

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4, The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to
copy excerpts and transcriptions as reasonably needed.

The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a
period of not less than three years after the date of termination or expiration of this contract, except in the
event of litigation or settlement of claims arising from the performance of this contract, in which case
Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General,
or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or
exceptions related thereto. Reference 49 CFR 18.39(1)(1 1).

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6. FTA does not require the inclusion of these requirements in subcontracts.

Federal Changes

49 CFR Part 18

Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and
directives, including without limitation those listed directly or by reference in the Master Agreement between
Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract.
Contractor's failure to so comply shall constitute a material breach of this contract.

Termination

49 U.S.C. Part 18
FTA Circular 4220,1F

a. Termination for Convenience (General Provision) Nashua Transit System, may terminate this
contract, in whole or in part. at any time by written notice to the Contractor when it is in the
Government's best interest. The Contractor shall be paid its costs, including contract close-out costs,
and profit on work performed up to the time of termination. The Contractor shail promptly submit its
termination claim to Nashua Transit System, to be paid to the Contractor. Ifthe Contractor has any
property in its possession belonging to the Nashua Transit System, the Contractor will account for the
same, and dispose of it in the manner the Nashua Transit System directs.

b. Termination for Default |Breach or Cause] (General Provision) If the Contractor does not deliver
supplies in accordance with the contract delivery schedule. or, if the contract Is for services, the
Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply
with any other provisions of the contract, Nashua Transit System, may terminate this contract for
default. Termination shall be effected by serving a notice of termination on the contractor setting forth
the manner in which the Contractor is in default. The contractor will only be paid the contract price for
supplies delivered and accepted. or services performed in accordance with the manner of performance

set forth in the contract.

If it is later determined by Nashua Transit System, that the Contractor had an excusable reason for not
performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the contro! of
the Contractor, Nashua Transit System, after setting up a new delivery of performance schedule, may
allow the Contractor to continue work, or treat the termination as a termination for convenience.

c, Opportunity to Cure (General Provision) Nashua Transit System, in its sole discretion may, in the
case of a termination for breach or default, allow the Contractor [an appropriately short period of time]
in which to cure the defect. In such case, the notice of termination will state the time period in which

cure is permitted and other appropriate conditions

If Contractor fails to remedy to Nashua Transit System’s satisfaction the breach or default of any of the
terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of
written notice from Nashua Transit System, setting forth the nature of said breach or default. Nashua
Transit System, shall have the right to terminate the Contract without any further obligation to
Contractor. Any such termination for default shall not in any way operate to preclude Nashua Transit
System, from also pursuing all available remedies against Contractor and its sureties for said breach or

default.

d. Waiver of Remedies for any Breach In the event that Nashua Transit System, elects to waive its
remedies for any breach by Contractor of any covenant, term or condition of this Contract. such waiver
by Nashua Transit System, shal! not limit Nashua Transit System, remedies for any succeeding breach
of that or of any other term, covenant, or condition of this Contract.

e. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to
perform the services within the time specified in this contract or any extension or if the Contractor fails
ta comply with any other provisions of this contract, Nashua Transit System, may terminate this
contract for default. Nashua Transit System, shall terminate by delivering to the Contractor a Notice of
Termination specifying the nature of the default. The Contractor will only be paid the contract price for
supplies delivered and accepted, or services performed in accordance with the manner or performance
set forth in this contract,

if, after termination for failure to fulfill contract obligations, it is determined that the Contractor was
not in default, the rights and obligations of the parties shall be the same as if the termination had been

issued for the convenience of the Recipient.

Civil Rights Requirements

29 U.S.C. § 623, 42 U.S.C. § 2000
42 U.S.C. § 6102, 42 U.S.C. § 12112
42 U.S.C. § 12132, 49 U.S.C. § 5332
29 CFR Part 1630, 41 CFR Parts 60 et seq.

Civil Rights - The following requirements apply to the underlying contract:

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Nondiscrimination - in accordance with Title VI of the Civil Rights Act, as amended,
42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended,
42 U.S.C, § 6102, section 202 of the Americans with Disabilities Act of 1990, 42
U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees
that it will not discriminate against any employee or applicant for employment
because of race, color, creed, national origin, sex, age, or disability. In addition, the
Contractor agrees to comply with applicable Federal implementing regulations and
other implementing requirements FTA may issuc.

Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:

a. Race, Color, Creed, National Origin, Sex - In accordance with Title VU of
the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit
laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all
applicable equal employment opportunity requirements of U.S. Department
of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor,” 41
C.F.R. Parts 60 ef sey ., (which implement Executive Order No. 11246,
“Equal Employment Opportunity," as amended by Executive Order No.
11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal
statutes, executive orders, regulations, and Federal policies that may in the
future affect construction activities undertaken in the course of the Project.
The Contractor agrees to take affirmative action to ensure that applicants
are employed, and that employees are treated during employment, without
regard to their race, color, creed, national origin, sex, or age. 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. In addition, the Contractor agrees to
comply with any implementing requirements FTA may issue.

b. Age - In accordance with section 4 of the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal
transit law at 49 US.C. § $332, the Contractor agrees to refrain from
discrimination against present and prospective employees for reason of age.
In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.

c. Disabilities - In accordance with section 102 of the Americans with
Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that
it will comply with the requirements of U.S. Equal Employment
Opportunity Commission, “Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R.
Part 1630, pertaining to employment of persons with disabilities. In
addition, the Contractor agrees to comply with any implementing
requirements FTA may Issue.

3. ‘The Contractor also agrees to include these requirements in cach subcontract financed in
whole or in part with Federal assistance provided by FTA. modified only if necessary to

identify the affected parties.

Disadvantaged Business Enterprise(DBE)
49 CFR Part 26

This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation
by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.
The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. Nashua Transit
System, overall goal for DBE participation is 1.4 %. A separate contract goal has not been established for

this procurement.

The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance
of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a
material breach of this contract, which may result in the termination of this contract or such other remedy
as Nashua Transit System. deems appropriate. Each subcontract the contractor signs with a subcontractor
must include the assurance in this paragraph (see 49 CFR 26. 13(b)).

The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means

throughout the period of performance.

dd.

The contractor is required to pay its subcontractors performing work related to this contract for satisfactory
performance of that work no later than 30 days after the contractor’s receipt of payment for that work from
the Nashua Transit System. In addition, the contractor may not hold retainage from its subcontractors and
is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's
work related to this contract is satisfactorily completed and is required to return any retainage payments to
those subcontractors within 30 days after incremental acceptance of the subcontractor’s work by the
Nashua Transit System, and contractor’s receipt of the partial retainage payment related to the

subcontractor’s work.

The contractor must promptly notify Nashua Transit System, whenever a DBE subcontractor performing
work related to this contract is terminated or fails to complete its work, and must make good faith efforts to
engage another DBE subcontractor to perform at least the same amount of work. The contractor may not
terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate
without prior written consent of Nashua Transit System.

Incorporation of Federal Transit Administration (FTA) Terms

FTA Circular 4220.1F

Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain
Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract
provisions. All contractual provisions required by DOT. as set forth in FTA Circular 4220.1F are hereby
incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be
deemed ty control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall
not perform any act. fail to perform any act. or refuse to comply with any (name of grantee) requests which would
cause (name of grantee) to be in violation of the FTA terms and conditions.

Suspension and Debarment

49 CFR Part 29
Executive Order 12549

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify
that none of the contractor. its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905,
are excluded or disqualified as defined at 49 CFR 29.940 and 29,945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with
49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by Nashua Transit System. [f it is later
determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies
available to Nashua Transit System, the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR
29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The
bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered

transactions.

Breaches and Dispute Resolution

49 CFR Part 18
FTA Circular 4220, 1F

FTA does not prescribe the form or content of such provisions. What provisions are developed will depend on
the circumstances and the type of contract. Recipients should consult legal counsel in developing appropriate
clauses. The following clauses are examples of provisions from various FTA third party contracts.

Disputes - Disputes arising in the performance of this Contract which are not resolved by
agreement of the parties shall be decided in writing by the authorized representative of
(Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten
(10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a
written appeal to the [title of employee]. fn connection with any such appeal, the Contractor
shall be afforded an opportunity to be heard and to offer evidence in support of its position.
The decision of the [title of employee] shall be binding upon the Contractor and the Contractor

shall abide be the decision.

Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall
continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of his employees, agents or
others for whose acts he is legally liable, a claim for damages therefor shall be made in writing
to such other party within a reasonable time after the first observance of such injury of

damage.

Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and
other matters in question between the (Recipient) and the Contractor arising out of or relating
to this agreement or its breach will be decided by arbitration ifthe parties mutually agree, or in
a court of competent jurisdiction within the State in which the (Recipient) is located.

Rights and Remedies - The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder shall be in addition to and not a limitation of any
duties, obligations, rights and remedies otherwise imposed or available by law. No action or
failure to act by the (Recipient). (Architect) or Contractor shall constitute a waiver of any right
or duty afforded any of them under the Contract, nor shall any such action or failure to act
constitute an approval of or acquiescence in any breach thereunder, except as may be
specifically agreed in writing.

31 ULS.C, 1352
49 CFR Part 19

® Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A.

Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of
1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seg. |

@ Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated
by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and
DOT implementing regulation, "New Restrictions on Lobbying,” at 49 CFR § 20.110(d)

e Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which
provides that contractors file the certification required by 49 CFR Part 20, Appendix A.

Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying
Disclosure Act of 1995.

© Use of “Disclosure of Lobbying Activities,” Standard Form-LLL set forth in Appendix B of 49 CFR
Part 20, as amended by “Government wide Guidance For New Restrictions on Lobbying,” 61 Fed.
Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A.

Byrd Anti-Lobbving Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L.
104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or
more shall file the certification required by 49 CFR part 20, “New Restrictions on Lobbying.” Each tier certifies
to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer
or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any
registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-
Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures

are forwarded from tier to tier up to the recipient.
APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
(To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that:

|. 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 ofa Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal 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.
If any funds other than Federal appropriated funds have been paid or will be paid to any
person for making lobbying contacts to 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,
ihe undersigned shall complete and submit Standard Form--LLL, “Disclosure Form to
Report Lobbying," in accordance with its instructions [as amended by "Government wide
Guidance for New Restrictions on lobbying," 61 Fed. Reg, 1413 (1/19/96). Nate:
Language in paragraph (2) herein has been modified in accordance with Section 10 of the
Lobbying Disclosure Act of 1995 (PL. 104-65, to be codified at 2 U.S.C. 1601, ef seq
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 madc or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the

Lobbying Disclosure Act of 1995), 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 $100,006 for each such

failure.

{Note: Pursuant to 31 U.S.C. § 1352(c}1)-(2)A), any person who makes a prohibited
expenditure or fails to file or amend a required certification or disclosure form shall be subject
fo a civil penalty of not less than $10,000 and not more than $100,000 for cach such
expenditure or failure.]

The Contractor, East River Eneray, 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. A 3801, ef seq., appiy to this

_certifeatfon anc aif any.
’ v | :

4

NY { fo i s
NS ff _. ee _ Signature of Contractor's Authorized Official

—— .
~ f

Donald M. Herzog, President & CEO Name and Title of Contractor's Authorized Official

7/29/2016 __ Date
Clean Air
42 U.S.C, 7401 et seq

40 CFR 15.61
49 CFR Part 18

(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant ta the
Clean Air Act, as amended, 42 U.S.C. 8§ 7401 ef sey. The Contractor agrees to report cach violation te the
Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure

notification to FTA and the appropriate EPA Regional Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in
whole or in part with Federal assistance provided by FTA.

10.

11.

necessary, make an adjustment in the compensation paid to Professional Engineer such that
Professional Engineer receives total compensation in the same amount as it would have
received in the event of a termination-at-will.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City
of Nashua may take over the work and prosecute it to completion by agreement with
another party or otherwise. In the event Professional Engineer shall cease conducting
business, the City of Nashua shall have the right to solicit applications for employment
from any employee of the Professional Engineer 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 Professional Engineer's principals, officers,
employees, agents, subcontractors, consultants, vendors, or suppliers are expressly
recognized to be within Professional Engineer'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 Professional Engineer Representative. At all times, Professional
Engineer 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 Professional Engineer
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 Professional Engineer for
damages because of hindrances or delays in the progress of the work from any cause, and
Professional Engineer agrees to accept in full satisfaction of such hindrances and delays
any extension of time that the City of Nashua may provide.

INSURANCE Professional Engineer 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;

GC 6 of 13