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City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

July 13, 2022
Memo #23-306

TO: Mayor Donchess
Finance Committee

SUBJECT: Software & Hardware Maintenance in the amount not to exceed $77,660.01 funded from
54407 Software Maintenance & 54412 Hardware Maintenance

Please see attached communications from Nick Miseirvitch, ClO, dated July 5, 2022 for project specific
details related to this purchase. Below please find a summary of the purchase approval request:

Item: Annual Hardware & Software Maintenance for Kronos Timekeeping Software
Value: $77,660.01
Vendor: Kronos Inc, a UKG Company

Department: 122 Information Technology
Source Fund: 54407 Software Maintenance in the amount of $62,711.20
54412 Hardware Maintenance in the amount of $14,948.81

Ordinance: Pursuant to NRO § 5-84 Special purchase procedures (A)/4 Sole-source
procurements, where the proposed purchase is manufactured by only one
company.

Administrative Services Division: Information Technology, and the Purchasing Department respectfully
request your approval of this contract.

Regards,

Amy Girard
Purchasing Agent II

Ce: N Miseirvitch
J Graziano

init.

Section 4.2. the Architect shal] prepare Change Orders and Construction Change Directives for the Owner’s approval
and execution in accordance with the Contract Documents

§ 3.6.5.2 The Architect shall maintain records relative to changes in the Work.

§ 3.6.6 Project Completion
§ 3.6.6.1 The Architect shall:
‘1 conduct inspections to determine the date or dates of Substantial Completion and the date of final
completion;
2 issue Certificates of Substantial Completion;
3 forward to the Owner, for the Owner’s review and records. written warranties and related documents
required by the Contract Documents and received from the Contractor; and,
4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the
Architect's knowledge, information, and belief, the Work comphes with the requirements of the
Contract Documents.

§ 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the
requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the
Contractor of Work to be completed or corrected.

§ 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of
the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if
any. for final completion or correction of the Work.

§ 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent
of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits,
receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other
documentation required of the Contractor under the Contract Documents.

§ 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,
the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility
operations and performance.

ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES

§ 4.1 Supplemental Services

§ 4.1.1 The services listed below are not included in Basic Services but may be required for the Praject. The Architect
shall provide the listed Supplemental Services only if speci fically designated in the table below as the Architect's
responsibility, and the Owner shall compensate the Architect as provided in Section 11-2. Untess otherwise
specifically addressed in this Agreement, if neilher the Owner nor the Architect is designated. the parties agree that the
listed Supplemental Service is not being provided for the Project.

(Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by
indicating whether the Architect or Owner shall be responsible for providing the identified Supplemenial Service.
Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an
exhibit to this Agreement.)

| Supplemental Services es Responsibility |
| Architect, Owner, or not provided) |
§ 4.1.4.1 Programming _ oo ae Sl
§ 4.1.4.2 | Multiple preliminary designs . . ee ; oe!
| § 41.1.3 Measured drawings cee a " ca —
§41.1.4 Existing facilities surveys fo ______ Architect, Basic ‘Agreement el
|§41.1.5 Site evaluation and planning . NA
§4.1.1.6 Building Information Madel management : NIA
_____fesponsibilities

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| Supplemental Services _ oP Responsibility
a a a ay We frehitect, Qwaer, or not provided)
§4.1.4.7 Development of Building Information Models for | 7 NA |
L post construction use ; oe i: oe oe i
84448 Civilengincering a J
84919 Landscape design al
| §4.5.1,10 Architectural interior design ee
§ 44449 Value analysis — |
§ 41.14.12 Detailed cost estimating beyond that CM / Owner
J required in Section 6.3 a nts ste
§41.14.13 On-site project representation —__ ee _ N/A _ _. |
§4.1.1.14 Conformed documents for construction _ a NIA ee |
$414.45 As-designed record drawings oe N/A ce
| §4.1.416 As-constructed record drawings a re NA : |
§ 4.14.47 Post-occupancy evaluation _ cee NA __ :
§ 47.418 Facility support services ee | NA ee -
1 §41.1.19 Tenant-related services ee ee
§4.4.1.20 Architect’s coordination of the Owner’s Architect , Basic Agreement

___ consultants aa eae
|§41.4.21 Telecommunications/data design NA
§41.4.22 Security evaluation and planning ee ; NAL oe
-$44.1.23 Commissioning ee
§ 41.14.24 Sustainable Project Services pursuant to Section NIA

ALS - pi RRR |

| §41.1.25 Fasttrack design services
|§4.1.1.26 Multiple bid packages ee NA oo
$444.27 Historic preservation NA
§.4.1.1.28 Furniture, furnishings, and equipment design of NA
§4.1.1.29 Other services provided by specialty Consultants | NA
SATO: Other Surplermenta) Seve ee a cee
Ln i a

§ 4.1.2 Description of Supplemental Services

§ 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is
provided below.

(Describe in detail the Architect's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit,
identify the exhibit. The ALA publishes a number of Standard Form of Architect's Services documents that can be
included as an exhibit to describe the Architect's Supplemental Services.)

As requested in RFP no further supplemental services anticipate at this time.
§ 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is
provided below.

(Describe in detail the Owner's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify
the exhibit.)

AIA Document 8101™ = 2047. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American institute of Architects. All rights reserved. WARNING This

AIAY Documertt is protected by U.S. Copyright Law and International Treaties. Unauthonzed reproductian or distribution of this AIA’ Document, or any 43
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§ 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental
Service, the Sustainability Services required in ALA Document K204™ 2017, Sustainable Projeets Exhibit, attached
io this Agreement. Phe Owner shall compensate the Architect as provided in Section 11.2.

§ 4.2 Architect's Additional Services

The Architect may provide Additional Services afier execution of this Agreement without invalidating the Agreement.
Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this
Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the

Architect’s schedule.

§ 4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall noufy the Owner
with reasonable promptness and explain the facts and circumstances giving rise to the need. ‘(he Architect shall not
proceed to provide the following Additional Services until the Architect receives the Owner’s written authorization:

I

A

Services necessitated by a change in the Initial Information, previous mstructions or approvals given by
the Owner, or a material change in the Project including size, quality, complexity. the Owner's
schedule or budget for Cost of the Work. or procurement or delivery method;

Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or
editing previously prepared Instruments of Service;

Changing or editing previously prepared Instruments of Service necessitated by official interpretations
of applicable codes, laws or regulations thal are either (a) contrary to specific interpretations by the
applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b)
contrary to requirements of the Instruments of Service when those Instruments of Service were
prepared in accordance with the applicable standard of care:

Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of

performance on the part of the Owner or the Owner's consultants or contractors;

Preparing digital models or other design documentation for transmission to the Owner’s consultants
and contractors, or to other Owner-authorized recipients;

Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner,
Preparation tor, and attendance ai, a public presentation, meeting or hearing;

Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where
the Architect is party thereto;

Evaluation of the qualifications of entities providing bids or proposals;

Consultation concerning replacement of Work resulting from fire or other cause during construction;
or,

Assistance to the Initial Decision Maker. if other than the Architect.

§ 4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify
the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon
receipi of the Architect's notice, the Owner determines that all or parts of the services are not required, the Owner shall
give prompt written notice to the Architect of the Owner's determination. The Owner shall compensate the Architect
for the services provided prior to the Architect's receipt of the Owner’s notice.

1

2

Reviewing a Contractor's submittal out of sequence from the submittal schedule approved by the
Architech;

Responding to the Contractor's requests for information that are not prepared in accordance with the
Contract Documents or where such information is available to the Contractor from a careful study and
comparison of the Contract Documents, field conditions, other Qwner-provided information,
Contractor-prepared coordination drawings, or pour Project correspondence or documentation;
Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's
proposals and supporting data, or the preparation or revision of Instruments of Service:

Evaluating an extensive number of Claims as the Initial Decision Maker; or,

Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to
Instruments of Service resulting therelrom.

§ 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional
Services. When the limits below are reached, the Architect shall notify the Owner:

AIA Document B101™ — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American Insttute of
ALA” Document is protected by U.S. Copyright Law and Internationa! Treaties. Unauthorized reproduction or distribution of this AIA” Document. orany 4
portion of it, may result in severe civd and criminal penalties, and will be prosecuted to the maximu:m exfgnt possible under the law. This document was

produced by AIA software at 11:12:42 ET on 04/02/2019 under Order No.0100024863 which expires on 12/13/2019, and is not for resale.

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Architects. All rights reserved. WARNING: Tris

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oh

Two ( 2 Jrevicws of each Shop Drawing, Product Data item, sample und similar submittals of the

Contractor

2 Two per month ( 2/mo. ) visits to the site by the Architect during construction

3 Two (2. ) inspections for any portion of the Work to determine whether such portion of the Work is
substantially complete in accordance with the requirements of the Contract Documents

4 Two (2. ) inspections for any portion of the Work to determine final completion.

§ 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in
Section 4.2.3, Construction Phase Services provided more than 60 days after (}) the date of Substantial Completion of
the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and
Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs
additional cost in providing those Construction Phase Services.

§ 4.2.5 If the services covered by this Agreement have not been completed within twelve (12) months of the date of
this Agreement, through no fault of the Architect. extension of the Architect's services beyond that time shall be
compensated as Additional Services,

ARTICLE 5 OWNER'S RESPONSIBILITIES

§ 5.1 Uniess otherwise provided for under this Agreement, the Owner shall provide information iv a timely manner
regarding requirements for and limitations on the Project, including a wrilten program, which shall set forth the
Owner’s objectives; schedule; constraints and criteria, including space requirements and relationships; flexibility;
expandability; special equipment; systems; and site requirements.

§ 5.2 The Owner shall establish the Owner's budget for the Project, including (1) the budget for the Cost of the Work
as defined in Section 6.1; (2) the Owner’s other costs; and, (3) reasonable contingencies related to all of these costs.
The Owner shall update the Owner’s budget for the Project as necessary throughout the duration of the Project until
fmal completion. If the Owner significantly increases or decreases the Owner's budget tor the Cost of the Work, the
Owner shall notify the Architect. The Owner and the Architect shall thereaiter ayree to a corresponding change in the
Project's scope and quality.

§ 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The
Owner shall render decisions and approve the Archilect’s submittals ina umely manner in order to avoid unreasonable
delay in the orderly and sequential progress of the Architect's services.

§ 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the
site of the Project, and a written legal description of the site. The surveys and legal mformation shall include, as
applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands;
adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions, and other necessary data with respect to existing buildings. other
improvements and trees; and information concerning available utility services and lines, both public and private.
above and below grade. including inverts and depths. All the information on the survey shall be referenced to a Project
benchmark.

§5.5 The Owner shall furnish services of geotechnical engineers, which may include test borings, test pits,
determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, pround
corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written
reports and appropriate recommendations.

§ 5.6 The Owner shall provide the Supplemental Services designated as the Owner’s responsibility in Section 4.1.1.

§ 5.7 If the Owner identified a Sustainable Objective in Article 1. the Owner shall fulfill its responsibilities as required
in ALA Document E2047 2017, Sustainable Projects Exhibit, attached to this Agreement.

§ 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.
Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the
Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated as

AlA Document B101™ — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The Amenican institute of Architects. All rights reserved. VIARNIAKS. This

AIA Document is protected by U.S. Copycigtt Law and International Treaties. Unauthosizert reproduction or distribution of this ALA’ Document sr any 15
portion of i, may result in Severe civil snd criminal penalties, and will be prosecuted to the reaximant extent possible under the lee This document was
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the responsibility of the Architect in this Agreement, or authorize the Architect to furnish thers as an Additicnal
Service, when the Architect requests such services and demonstrates that they are reasonably required by the scape of
the Project. The Owner shall require that its consultants and contractors maintain insurance. including professional
liability insurance, as appropriate to the services or work provided.

§ 5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as
structural, mechanical, and chemical tests, lests for air and water pollution, and tests for hazardous materials.

§ 5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.

§ 5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or
defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service.

§ 5.12 The Owner shall include the Architect in all communications with the Contractor that relate to or affect the
Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of
any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications
by and with the Architect's consultants shail be through the Architect.

§ 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect’s duties and
responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The
Owner shall provide the Architect a copy of the executed agreement between the Owner and Contracior, including the
General Conditions of the Contract for Construction.

§ 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall
obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress,

§ 5.15 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested
information as necessary and relevant for the Architect to evaluate, give notice of, or enforce Hien rights.

ARTICLE 6 COST OF THE WORK

§ 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements
of the Project designed or specified by the Architect and shall include contractors’ general conditions costs, overhead
and profit. The Cost of the Work also includes the reasonable value of labor, materials, and eguipmenL|, donated to, or
otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the Architect; the costs
of the land, rights-of-way, financing, or contingencies for changes in the Work; or other costs that are the
responsibility of the Owner,

§ 6.2 The Owner’s budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout
the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work,
and the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work, prepared by the
Architect, represent the Architect’s judgment as a design professional. It is recognized, however, that neither the
Architect nor the Owner has control over the cost of labor, materials, or equipment: the Contractor’s methods ar
determining bid prices: or competitive bidding, market, or negotiating conditions, Accordingly, the Architect cannot
and does not warrant or represent that bids or negouated prices will not vary from the Owner's budget for the Cost of
ihe Work, or from any estimate of the Cost of the Work, or evaluation. prepared or agreed to by the Architect.

§ 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design,
bidding, and price escalation; to determine what materials, equipment, component systems, and types of construction
are to be included in the Contract Documents: to recommend reasonable adjustments in the program and scope of the
Project; and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the
Owner's budget. ‘he Architect’s estimate of the Cost of the Work shall be based on current area, volume or similar
conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the Work, the Architect shall
provide such an estimate, if identified as the Architect’s responsibility in Section 4.1.1, as a Supplemental Service. All
construction estimates provided by CM.

AIA Document B101™ — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American institute of Architects. All rights reserved. WARNING: This

AIA> Decument is protected by US. Copyright Law and international Treaties. Unauthorized reproduction ar distribution ef thic AUR” Bocurnent ar eny 18
portion of it. may result in severe civil and criminal penalties, and will be arosecuted to the maximum extent possible unger the law. This document was
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§ 6.4 If, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the
Architect submits the Construction Documents to the Owner, the Owner’s budget for the Cost of the Work shall be
adjusted to reflect changes in the general level of prices in the applicable construction market.

§ 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the
Work. the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality, or
budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments.

§ 6.6 [f the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services
is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall
‘1 give written approvai of an increase in the budget for the Cost of the Work:
2 authorize rebidding or renegotiating of the Project within a reasonable time:
3 terminate in accordance with Section 9.5:
4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce
the Cost of the Work: or,
‘5 implement any other mutually acceptable alternative.

§ 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect shall modify the Construction Documents as
necessary to comply with the Owner's budget for the Cost of the Work al the conclusion of the Construction
Documents Phase Services, or the budget as adjusted under Section 6.6.1. If the Owner requires the Architect to
modify the Construction Documents because the lowesi bona fide bid or negouated proposal exceeds the Owner's
budget for the Cost of the Work duc to market conditions the Architeet could not reasonably anticipate, the Owner
shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3; otherwise the
Architect’s services for modifying the Construction Documents shall be without additional compensation, In any
event, ihe Architect's modification of the Construction Documents shal! be the linit of the Architect's responsibility
under this Article 6.

ARTICLE 7 COPYRIGHTS AND LICENSES

§ 7.1 The Architect and the Owner warrant thal in ransmiiting Instruments of Service. or any other information. the
transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit
such information for its use on the Project.

§ 7.2 The Architect hereby assigns to the Owner, without reservation, all copyrights in all Project-related documents,
models, photographs, and other expression created by the Architect, Among those documents are certain "Instruments
of Service,” including the design drawings and the Construction Ducumients. The Owner’s obligation to pay the
Architect is expressly conditioned upon the Architect's obtaining a valid written comprehensive assignment of
copyrights from its Consultants in terms identical to those the obligate the Architect to the Owner ag expressed in this
subsection, which copyrights the Architect, in lurn, hereby assigns to the Owner. The Owner, in return, hereby grants
the Architect and its Consuttants a revocable, nonexclusive license to reproduce the documents for purposes relating
directly to the Architect's performance of its obligations under this Agreement for the Architect’s archival records,
and for the Architect's reproduction of drawings and photographs in the Architect’s marketing materials, provided that
the Project-related contents of those materials are approved as request in Section 7.3 of this Agreement. This
nonexclusive license shall terminate automatically upon the occurrence of either a breach of this Agreement by the
Architect or the accused commission by the Architect of a torl ora crime affecting the Owner or the Project or upon
termination of this Agreement. This nonexclusive license is granted to the Architect alone and shall not be assigned by
the Architect to any other person or entity, except that the nonexclusive license granted in this Agreement to the
Architect for purposes of the Architect's performance hereunder may be sub-licensed to the Architect's Consultants
(with the same limitations). Subject to the foregoing, this nonexclusive license shall terminate automatically upon and
Architect’s assignment of this nonexclusive license to another or ils attempt to do so.

§ 7.3 The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this
Agreement.

§ 7.3.1 To the extent that liability arises from misuse of the misuse of the Instruments of Service by the Owner or another
architect or engineer, the Architect shall not be responsible for that misuse. If the Owner uses the Instruments of Services for
purposes including additions to and modifications of the Project, and for other projects, th Owner shall indemnify the Architect for

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AIA” Document is protected by US. Copyright Law and International Treaties. Unauthorized reproduction ar distribution of this AIA” Document. or any 47
portion of it, may result in severe civil ard criminal penaltes. and will be prasecuted to ihe maximus extect possibie under the tee. This document was
produced by AIA software af 11:12:42 ET on 04/02/2019 under Order No.0100024863 which expires on 12/13/2014 9, and 1s not for resale

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losses, including reasonabie attorney's fees, suffered by the Architect as a result of the use of the design and these documents
for such other purposes, the Owner shall see that they are modified (a) to indicate that the Architect did not prepare them for
such other purposes and is not responsible for their use in connection with such other purposes and (b) to delta the Architect's
name and seal from the documents (where permitted or required by law).

§ 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under
this Agreement. No other Project-related data, expression, or documents otay be reproduced by the Architect of its
Consultants for any other proposes without the express writlen permission of the Owner.

§ 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this
Agreement.

ARTICLE 8 CLAIMS AND DISPUTES

§ 8.1 General

§ 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or
related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding
dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any
case not more than 10 years after the date of Substantial Completion of the Work, The Owner and Architect waive all
claims and causes of action not commenced in accordance with this Section 8.1.1,

§ 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each
other and against the contractors, consultants, agents, and employees of the other for damages, except such rights us
they may have to the proceeds of such insurance as set forth in AIA Document 4201-2017, General Conditions of the
Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants,
agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein.

§ 8.1.3 Intentionally omitted

§ 8.2 Mediation

§ 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to binding dispute resolution. If such mutter relates to or is the subject of a lien

arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the
lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.

§ 8.2.2 Intentionally omitted
§ 8.2.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shali be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements in any court having jurisdiction thereof.
§ 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding
dispute resolution shall be the following:
(Check the appropriate hox.}

[ ] Arbitration pursuant to Section 8.3 of this Agreement

{X ] Litigation in the State of New Hampshire, Superior Court Hillsborough South,

[ ] Other: (Specify)

if the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in
writing lo a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent

jurisdiction.

AIA Document B104™ — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute af Architects. All rights reserved, WARMING Thi-

AIA” Document is protected by U.S Copyright Law and International Treaties, Unauthonzed reproduction er distribution of this ALA” Document, er any 18
portion of it. may result in severe civil and criminal penalties, and will be prosecuted to tna Tauri extent possible uncec the law. This document was
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§ 8.3 Arbitration

§ 8.3.7 If the parties have selecied arbitration as the method for binding dispute resolution in this Apreement, any
claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by,
mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, shall be administered by
the American Arbitration Association in accordance with us Construction Industry Arbitration Rules in effect on the
date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other parly to this
Agreement, and filed with the person or entity administering the arbitration,

§ 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing ofa request for mediation,
but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim,
dispute or other matter in question would be barred by the applicable statute of limitations, For statute of himitations
purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall
constilute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question.

§ 8.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly
consented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in any
court having jurisdiction thereof.

§ 8.3.3 The award rendered by the arbitrator(s) shall be final, and Judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.

§ 8.3.4 Consolidation or Joinder

§ 8.3.4.1 Lither party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any
other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration
permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact;
and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s),

§ 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a
common question of law or fact whose presence ts required if complete relief is to be accorded in arbitration, provided
that the parly sought to be joined consents in wriling to such joinder. Consent to arbitration involving an additional
person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not
described in the written consent.

§ 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this
Section 8.3, whether by joinder or consolidation, the same ri ghts of joinder and consolidation as the Owner and
Architect under this Agreement.

§ 8.4 The provisions of this Article 8 shall survive the termination of this Agreement.

ARTICLE 9 TERMINATION OR SUSPENSION

§ 9.1 The Architect shall give the Owner twenty-one (21) days written notice of the Architect’s intention to terminate
or suspend provisions of Services. This notice shall detail the Architect’s specific reason(s) for its intended
termination or suspension and shall state with specificily the means by which the Owner may cure the alleged reason.

§ 9.2 If the Owner fails to make payments to the Architect that are otherwise due hereunder and are not subject to a
good faith dispute, the Architect shall give the Owner fourteen (14) days’ advanced written notice of its intention to
suspend Services, If the Owner fails cither to pay or justify its lack of payment of undisputed amounts in accordance
the terms of this Agreement Architect may give notice of suspension and suspend the Services five (5) day thereafier.
Services shall otherwise be performed continually and expeditiously, including during the pendency of disputes. Phe
suspension shall cease when payment in full of undisputed amounts is made.

§ 9.3 Unless otherwise noted herein or indicated in the Project Schedule most recently approved by the Owner, or
unless caused by the Architect if the Project Is suspended by the Owner for more than ninety (90) consecutive days, the
Architect shall be compensated for Services that were fi ully and satisfactorily performed prior to suspension and shall
receive equitable payment for the Architect’s demonstrated actual costs to remobilize to continue performance when
Services are recommended by request of the Owner.

AIA Document 8104 ™ — 2017, Capyright @ 1974, 1978. 1987, 1997 2007 and 2017 by The Amencan Institute of Architects. All rights reserved. WARNING: This

AIA” Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction a: distribution of trig ALA: Document. on any 19
portion of it, may result im severe civil and criminal peraltes. and wal he prosecuted to the Masiteum extent possible under the aw, This document was
produced by AIA software at 11:12:42 ET on 04/02/2019 under Order No.0100024863 which expires on 12/13/2019, and is not for resale.

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Init.

§ 9.4 This Agreement may be terminated by the Owner, with or without cause. for the Owner's convenience upon not
less than seven (7) day’s written notice to the Architect. Should the Owner terminate this Agreement for cause, but that
cause be subsequently found to be insufficient to support termination, the termination shall be deeded one of
convenience.

§ 9.5 In the event of termination not the fault of the Architect, the Architect shall be compensated for services
performed prior lo termination, together with Reimbursable Expenses then due.

§ 9.6 Intentional omitied.

§9.7
(Paragraphs deleted)
Intentionally omitted.

§ 9.8 (Termination Expenses) Any reference to Termination Expenses elsewhere in this Agreement shall be of no effect.

§ 9.9 (Cooperation after Termination) in case of any termination, The Architect shall:

1) Cooperate with Owner in completing the Project;

2) Provide information requested by the Owner in connection with completion of the Project;

3) Provide a reproducible copy of al! Drawings, Specifications and other documents, even if incomplete, prepared hy
the Architect up io the date of termination: and

4) if requested by the Owner, provide a reproducible copy of all Drawings, Specifications and other documents to
describe the constructed Work as of the date of termination.

Services provided afier termination shall be compensated as Additional Services.

ARTICLE 10 MISCELLANEOUS PROVISIONS

§ 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that
Jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution. the
Federal Arbitration Act shall govern Section 8.3.

§ 10.2 Terms in this Agreement shall have the same meaning as those in ALA Document A201 -2017, Genera!
Conditions of the Contract for Construction.

§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal
representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project
if the lender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to
the Architect by the Owner prior to the assignment.

§ 10.4 [f the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be
submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests
the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute
all such consents that are consistent with this Agreement, provided the proposed consent is submitied to the Architect
for review at least [4 days prior to execution. The Architect shall not be required to execute certificates or consents
that would require knowledge, services, or responsibilities beyond the scope of this Agreement.

§ 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of,
a third party against cither the Owner or Architect.

§ 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery,
presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any
form at the Project site.

§ 10.7 The Architect shall have the right to include photographic or artistic representations of the design uf the Project
among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the

AlA Document B101"™ - 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American institute of Architects. All rights reserved. WARNING. This

AIA” Document is protected by U.S. Copyright Law and International Treafies. Unauthorized reproduction of distribution of this AIA’ focumant, or aay 20
portion of it. may resuit in severe civil and criminal penalties. and will he prosecuted to the maximum axtent possible undar the taw. This document was
produced by AIA software at 14 12:42 ET on 04/02/2019 under Order No.0100024863 which expires on 12/13/2019, and is not for resale.

User Notes: (1131096914)