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this Agreement in and io such independent ventures or the income or profits derived therefrom,
and the pursuit of any such venture, even if competitive with the business of the Company, shall
not be decmed wrongful or improper. The Member or any Affiliate thereof shall not be obligated
to disclose or present any particular opportunity to the Company even if that opportunity is of a
character that, if disclosed or presented to the Company, could be taken by the Company, and the
Member or Affiliate thereof shall have the right to take for its own account (individually or as a
partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular

opportunity.
17. AMENDMENT

This Agreement may be amended or modified only by a written instrument signed by a Member;
but if any amendment would affect the rights, obligations or liabilities of Manager, that
amendment shall not be effective with respect to the Manager unless that amendment is approved
in writing by the Manager.

18. GOVERNING LAW

This Agreement shall be governed by, and construed under, the laws of the State of Maine,
without regard to the rules of conflict of laws thereof or of any other jurisdiction that would call
for the application of the substantive laws of a jurisdiction other than the State of Maine.

19. TERMINATION OF AGREEMENT

This Agreement shall terminate and be of no further force or effect upon the filing of a certificate
of cancellation cancelling the Company’s certificate of formation pursuant to Section 7(v) of this
Agreement; but Sections 15.1, 15.2, 15.3 and 15.4 shall survive termination.

20. EFFECTIVE DATE

Pursuant to the Maine LLC Act, this Agreement shall be effective as of the effective time of the
filing of the Company’s certificate of formation.

21. NO THIRD-PARTY BENEFICIARIES

Except as contemplated by Section 15, nothing in this Agreement, express or implied, is intended
to confer upon any person or entity, other than the parties hereto and their respective successors,
any benefits, rights or remedies.

22. MISCELLANEOUS
Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine,
feminine, neuter, singular or plural, whichever shall be applicable. All references to “Sections”

and “Clauses” shall refer to corresponding provisions of this Agreement. The use of the term
“including” or any similar term shal! be deemed to mean “including, without limitation.” Any

{RIGAI7I1.2 579¢9.072080) i

reference in this Agreement to any law, rule or regulation shall be construed as reference to the
law, rule or regulation as it may have been, or may from time to time be, amended, revised

or reenacted and any successor thereto. The headings of sections in this Agreement are intended
for reference purposes only and shall be given no substantive meaning or any interpretive force.
IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company
Agreement as of the day and year first aforesaid,

Name:
Title:

President

The Manager hereby executes this Agreement for the purposes of becoming a party hereto and
agreeing to perform its obligations and duties hereunder and being entitled to enjoy its rights and

benefits hereunder.
Lhd as Lee Ze

Name: HERB
Title: Manager

The Company hereby executes this Agreement for the purposes of becoming a party hereto and
agreeing to perform its obligations and duties hereunder and being entitled to enjoy its rights and
benefits hereunder.

MOULISON, LLC

boo

ree es

{RIG417 1.2 37989-072080 } 12

SCHEDULE 1
to
MOULISON, LLC
LIMITED LIABILITY COMPANY AGREEMENT

Name Mailing Address
SC Holdings, Inc. 378 Bennoch Road
P.O. Box 435

Stillwater, ME 04489

{RIGH7112 $7989-072080 } 13

TE/CMAQ Program

Construction Proposal
It us proposed:

To execute the Contract and begin work within 10 days from the date specified in the “Notice to Proceed” and to
prosecute said work so as to complete the and its appurtenances on or
before

To furnish a Contract Bond in the amount of 100 per cent of the Contract award, as security for the construction and
completion of the and its appurtenances in accordance with the
Plans, Specifications and Contract. The Conteacior’s attention is called to Section 103.05 of the NHDOT Standard
Specifications for coad and bridge construction which provides the following guidance: unless specifically waived in the
Proposal, upon execution of the Contract, the successful Bidder shall furnish the Agency a surety bond or bonds equal
to the sum of the Contract amount. The form of the bond(s) shall be acceptable to the Agency and the bonding
Company issuing the bond{s) shall be licensed to transact business in the State of New Hampshire, and ...

To certified that the Bidder, in accordance with the requirements of 103.06 and 108.01, intends to sublet, assign, sell,
transfer or otherwise dispose of one or more portions of the work and (1) has contacted the appropriate listed
disadvantaged businesses and afforded such disadvantaged businesses equal consideration with non-disadvantaged
business for all work the Bidder currently proposes to sublet, assign, sell, transfer or otherwise dispase of, (2) may
contact additional appropnate disadvantage businesses and will afford such businesses equal consideration with
non-disadvantaged businesses for all work the Bidder in the future proposes to sublet, assign, sell, transfer or otherwise
dispose of, and (3) will complete enclosed “DISADVANTAGED BUSINESS ENTERPRISE COMMITMENT
FORM” and Letters of Intent for each disadvantaged business. The name of the person in the Bidder’s organization
who has been designated as the liaison officer to administer the disadvantaged business enterprise program is,

(To be completed by the Bidder)

To guarantee all of the work performed under this Contract to be done in accordance with the Specifications and in
good and workmanlike manner, and to renew or repairs any work which may be rejected, due to defective materials or

workmanship, prior to final completion and acceptance of the project.

Enclosed herewith find certified check or bid bond in the amount of
dollars (§ ), made payable to the Agency

as a proposal guarantee which it is understood will be forfeited in the event the Contract is not exeanted, if awarded by
the Agency to the undersigned.

rtification Regarding Debarment, Suspension, and Other nsibility Matters - Primary Covered

Transactions.

(1). The prospective primary participant certifies to the best of its knowledge and belief, that it and all its
principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a
three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a
public (Federal, State or Local) transaction or contract under a public transaction; violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen property; (c) Arc not presently indicted for or otherwise
criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any of the
offenses enumerated in Paragraph (1) (b) of this certification and (d) Have not within a three-year period
preceeding this application/ proposal had one os more public transactions (Federal, State or Local) terminated
for cause or default. (2), Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation to this proposal.

Contract Affidavit

I/We declare under penalty of perjury under the laws of the United States and the State of New
Hampshire that, in accordance with the provisions of Title 23 USC, Section 112(c), have not either directly or
indirectly entered into any agreement, participated in any collusion or otherwise taken any action in restraint

of free competitive bidding in connection with this Proposal,

Dated:

(if'a firm or individual)
Signature of Bidder

By.
Address of Bidder
Names and Addresses of Members of the Firm:
(If a Corporation)
Signature of Bidder
Tule
By

Business Address

Incorporated under the laws of the State of

Names of Officers:

President

Name Address
Secretary

Name Address
Treasurer.

Name Address

SICMAQATEWroposal doc

CHANGE ORDER
No.

PROJECT: Safe Routes to School Birch Hill Elementary Variable Message Speed Feedback Signs

OWNER’S CONTRACT NO:__IFB STATE No._40683 FEDERAL No. A004(467)
EXECUTED CONTRACT DATE:

DATE OF ISSUANCE: _. EFFECTIVE DATE: Upon City Approval
OWNER: City of Nashua, NH

OWNER’s Purchase Order NO.:

CONTRACTOR:

You are directed to make the following changes in the Contract Documents:

Description:

Justification:

Change Order # 1 of 2

withheld. The escrow account will remain at the same balance throughout the
remainder of the project.

6.03 Final Payment

A. Upon final completion and acceptance of the Work in accordance with paragraph 14.07 of
the General Conditions, OWNER shall hold 2% retainage during the 1 (one) year warranty period and
release it only after the project has been accepted.

ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS

7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following
representations:

A. CONTRACTOR has examined and carefully studied the Contract Documents and the other
related data identified in the Bidding Documents.

B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the
general, local, and Site conditions that may affect cost, progress, and performance of the Work.

C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and
Regulations that may affect cost, progress, and performance of the Work.

D. CONTRACTOR has carefully studied all (if any): (1) reports of explorations and tests of
subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to
existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which
have been identified in the Supplementary Conditions as provided in paragraph 4.02 of the General
Conditions and (2) reports and drawings of a Hazardous Environmental Condition, if any, at the Site which
has been identified in the Supplementary Conditions as provided in paragraph 4.06 of the General
Conditions.

CONTRACTOR is entitled to rely upon the general accuracy of the “technical data” as provided in
paragraph 4.2 of the General Conditions. CONTRACTOR acknowledges that such reports and drawings are
not Contract Documents and may not be complete for CONTRACTOR's purposes. CONTRACTOR
acknowledges that OWNER and ENGINEER do not assume responsibility for the accuracy or completeness
of information and data shown or indicated in the Contract Documents with respect to Underground
Facilities at or contiguous to the site.

E. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having
done so) all additional or supplementary examinations, investigations, explorations, tests, studies, and
data concerning conditions (surface, subsurface and Underground Facilities) at or contiguous to the Site
which may affect cost, progress, or performance of the Work or which relate to any aspect of the means,
methods, techniques, sequences and procedures of construction, if any, expressly required by the
Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident
thereto.

F. CONTRACTOR does not consider that any further examinations, investigations,
explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price,
within the Contract Times, and in accordance with the other terms and conditions of the Contract
Documents.

AG -4 of 7

Summary

CHANGE IN CONTRACT PRICE:
Original Contract Price

$

CHANGE IN CONTRACT TIMES:
Original Contract Times

Substantial completion:
Ready for final payment:

Net changes from previous Change Orders

$

Net change from previous Change Orders

Contract Price prior to this Change Order

$

Contract Times prior to this Change Order

Substantial completion:
Ready for final payment:

Net Increase (deerease) of this Change Order

$

Net Increase (decrease) of this Change Order

Contract Price with all approved Change Orders

Contract Times with all approved Change Orders

Substantial completion:
Ready for final payment:

$
RECOMMENDED: ACCEPTED:
By By:
City Project Manager Name
Contractor

(Authorized Signature)

Date: Date:

(Authorized Signature)

APPROVED:

Mayor Jim Donchess
Owner
(Authorized Signature)

Change Order #

2 of 2

PROJECT CLOSE-OUT FORMS

CONSENT OF SURETY COMPANY
TO
FINAL PAYMENT

OWNER'S CONTRACT NO.: ENGINEER' PROJECT NO.:
AGREEMENT DATE:

BOND NUMBER:

CONTRACT TITLE:

To: (Owner)
From: (Contractor)

In accordance with the provisions of the Contract between the Owner and the Contractor as
indicated above, the (Surety) on the bond of

(Contractor) hereby approves of the final payment to the Contractor, and agrees that final
payment to the Contractor shall not relieve the Surety Company of any of it's obligations to the
(Owner) as set forth in the said Surety Company's Bond.

IN WITNESS WHEREOF, the Surety Company has hereunto set its hand this _ day of
520.

Surety Company

Signature of Authorized Representative

Attest: (Seal) Name & Title

Note: Power of Attorney should be attached in instances where same applies.

9/07

PROJECT CLOSE-OUT FORMS

CONTRACTOR'S FINAL LIEN WAIVER
(page 1 of 2)

OWNER'S CONTRACT NO:: ENGINEER’ PROJECT NO.:
AGREEMENT DATE:

CONTRACT TITLE:

To: (Owner)

APPLICATION FOR FINAL PAYMENT

The undersigned hereby certifies that the amount owed set forth below constitutes the entire
value of all work performed and services rendered by, through or under the undersigned with
respect to the project not heretofore paid for up to and including the period covered by the above
Application for Final Payment; that all work covered by such Application has been incorporated
into the project and title thereto has passed to the Owner free and clear of all liens, claims,
security, interests or encumbrances; and that no work covered by such Application has been
acquired subject to an agreement under which any interest therein or an encumbrance thereon is
retained by the seller or any other person. In consideration of payment of the requisition, the
undersigned hereby releases the Owner from all claims of lien which the undersigned has
regarding the Project.

The undersigned, in order to induce the Owner to pay the requisition, hereby represents that it has
paid or will pay from the proceeds of the requisition all sums due to those parties who have
performed work or provided materials to the undersigned in connection with the Project, and that
it will on request of the Owner provide written evidence of the discharge by the undersigned of
its obligations to such parties.

Executed under seal as of this day of , 20
Amount Owed to Contractor by Owner as Final Payment:
$ (total value of project including change orders)

Amount Unpaid From Previous Application for Payment:
$

9/07