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matters or issues between the parties that might entitle CONTRACTOR to be paid additionally by OWNER or
entitle OWNER to withhold payment to CONTRACTOR.

5. Neither ENGINEER's review of CONTRACTOR's Work for the purposes of recommending payments nor
ENGINEER's recommendation of any payment, including final payment, will impose responsibility on
ENGINEER to supervise, direct, or control the Work or for the means, methods, techniques, sequences, or
procedures of construction, or the safety precautions and programs incident thereto, or for CONTRACTOR's
failure to comply with Laws and Regulations applicable to CONTRACTOR's performance of the Work.
Additionally, said review or recommendation will not impose responsibility on ENGINEER to make any
examination to ascertain how or for what purposes CONTRACTOR has used the moneys paid on account of the
Contract Price, or to determine that title to any of the Work, materials, or equipment has passed to OWNER free
and clear of any Liens.

6. ENGINEER may refuse to recommend the whole or any part of any payment if, in ENGINEER's opinion, it
would be incorrect to make the representations to OWNER referred to in paragraph 14.02.B.2. ENGINEER may
also refuse to recommend any such payment or, because of subsequently discovered evidence or the results of
subsequent inspections or tests, revise or revoke any such payment recommendation previously made, to such
extent as may be necessary in ENGINEER's opinion to protect OWNER from loss because:

a. The Work is defective, or completed Work has been damaged, requiring correction or replacement;
b. The Contract Price has been reduced by Written Amendment or Change Orders;

c. OWNER has been required to correct defective Work or complete Work in accordance with paragraph
13.09; or

d. ENGINEER has actual knowledge of the occurrence of any of the events enumerated in paragraph 15.02.A.
B. Applications for Payments.

1. CONTRACTOR shall submit to OWNER the ENGINEER recommended Application for Payment filled out and
signed by CONTRACTOR covering the Work completed as of the date of the Application and accompanied by such
supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials
and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed
to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation
warranting that OWNER has received the materials and equipment free and clear of all Liens and evidence that the
materials and equipment are covered by appropriate property insurance or other arrangements to protect OWNER's
interest therein, all of which must be satisfactory to OWNER. Any request for partial or final payment shall
specifically list the work completed. To facilitate the proper and timely payment of applications, the OWNER
requires that all applications must reference a valid PURCHASE ORDER NUMBER, as submitted to
CONTRACTOR under the Notice to Proceed, be in original format; OWNER will not authorize payments from carbon
or Xerox copies, and mailed directly to the following address:

City of Nashua

Accounts Payable

PO Box 2019

Nashua, NH 03061-2019

Attn: Division of Public Works

2. Beginning with the second Application for Payment, each Application shall include an affidavit of
CONTRACTOR stating that all previous progress payments received on account of the Work have been applied
on account to discharge CONTRACTOR's legitimate obligations associated with prior Applications for Payment.

3. The amount of retainage with respect to progress payments will be stipulated in the Agreement.

C. Payment Becomes Due

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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 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

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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
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

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5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless approved
by the City of Nashua.

6. NOTICES. All notices, requests. or approvals required or permitted to be given under this contract shall
be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid,
and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings Robin Bousa

Director of Economic Development Vanasse Hangen Brustlin Inc. (VHB)
City of Nashua 2 Bedford Farms Dr. Suite 200

Bedford, NH 03110

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail.
The City of Nashua or Professional Engineer may change the address or representative by giving written
notice to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

City of Nashua, NH (signature) Vanasse Hangen Brustlin, Inc. (signature)
Tim Cummings, Dir. Econ. Dev. Robin Bousa, Managing Director
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 3 of 3

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.

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, abandonment, or suspension at will, CONTRACTOR shall:

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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.

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

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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.
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.

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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.

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

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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.

17.09 Cooperation with Refuse Pickup
A. Contractor shall determine the schedule for trash pickup by contacting the City of Nashua Solid Waste Department.
The Contractor shall cooperate and make arrangements to insure that trash pickup is not delayed or obstructed in any

way. This may involve the Contractor bring trash barrels to the front or backside of the work area for pickup by the
Solid Waste Department and then returning the barrels back to each house.

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LIST OF EXHIBITS
A. Notice of Award
B. Notice to Proceed

C. Change Order
D. Certificate of Substantial Completion

DIVISION 8
EXHIBITS