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43

Client to Review DSI Work and Respond Promptly to Requests for Information

CLIENT will examine DSI’s studies, reports, sketches, drawings, specifications, proposals, and other documents and communicate promptly to DSI in the
event of a disagreement regarding the contents of any of the foregoing. CLIENT, at its own cost, will obtain advice of an attomey, insurance counselor,
accountant, auditor, bond and financial advisors, and other consultants as. CLIENT deems appropriate; and render in writing decisions required by CLIENT
in 2 timely manner.

5.0 MISCELLANEOUS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

5.10

Reuse of Documents

All documents, including drawings and specifications prepared or fumished by DSI, Inc. (and DSI’s independent professional associates and consultants)
pursuant to this Agreement are instruments of service in respect to the Project and DSI shall retain any ownership and property interest therein whether or
not the Project is complete. CLIENT may make and retain copies. for information and reference in connection with the use and occupancy of the Project by
you and others; however, such documents, in whole or in part, are not intended or represented to be suitable for reuse by CLIENT or others on extensions of
the Project or any other project. Any reuse without written verification or adaptation by DSI for the specific purpose intended will be at YOUR sole risk and
without liability or legal exposure to DSI, Inc, or to DSI’s independent professional associates and consultants and you shall indemnify and hold harmless
DSI, its independent professional associates, consultants, agents and employees from all claims, damages, losses and expenses including attorney’s fees
arising out of or resulting there from. Any such verification or adaptation will entitle DSI to further compensation at rates to be agreed upon by CLIENT and
DSI, Inc. CLIENT’S payment to DSI of the compensation set forth in the Agreement shall be a condition precedent to the CLIENT’s right to use documents

prepared by DSI.

Electronic Information

A. The information contained in the signed and sealed documents should be deemed to be correct and superior to electronic information.

B. Electronic information is a component of the instruments of service and is only for the CLIENT’s benefit on the specific project and for a specific
use.

C. There is no representation of the suitability of the electronic information for other purposes, of the durability of the information, or the medium
through which the information is furnished.

D. Any use for a purpose other than that for which the information is intended shall be at the receiver’s risk, and the receiver shall protect and
indemnify the sender from any claims, costs, losses or damages.

E, Transfer of the information does not transfer any license to use the underlying software nor does it extinguish the rights of the sender to reuse the
information in the course of a professional practice.

Termination

The obligation to provide further service under this Agreement may be terminated by either party upon seven (7) days written notice in the event of
substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In addition, CLIENT may
terminate this Agreement for its convenience at any time by giving written notice to DSI. In the event of any termination, CLIENT shall pay DSI for all
services rendered and reimbursable expenses incurred under the Agreement up to the date of termination and all services and expenses related to the orderly
termination of this Agreement.

Controlling Law
This Agreement is govemed by the law of the State of New Hampshire.

Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heits, executors, administrators, legal

representatives, successors, and assigns.

Neither CLIENT or DSI shall assign, sublet or transfer any rights or interest in (including but without limitations, moneys that may become due or moneys
that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or
the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent DSI from
employing such independent professional associates and consultants, as DSI may deem appropriate to assist in the performance of services hereunder.

Financial Assurances
On projects where the proposed cost exceeds fifty thousand dollars ($50,000), DSI reserves the right to require credit references, bank references, a retainer,
or such other information as DSI may request.

Accrual of Claim
As to acts or failures to act occurring prior to Substantial Completion of DSI’s work, any applicable statute of limitations shall commence to run and any

alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion. Substantial Completion is
defined as the last day DSI performs Work on the Project.

Standard of Care
In providing services under this Agreement, DSI shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of
the same profession currently practicing under similar circumstances at the same time and in the same or similar locality.

Third Party Beneficiaries .

Nothing in this Agreement shall create a contractual relationship with or a cause of action in favor of any third party against either the CLIENT or DSI.
DSI’s services under this Agreement are being performed solely for the CLIENT’s benefit, and no other party shall have any claim against DSI because of
this Agreement or the performance or nonperformance of services hereunder. The CLIENT and DSI agree to require a similar provision in all contracts with
contractors, subcontractors, subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision.

Code Compliance

Page 4 of 5

DSI shall exercise usual and customary professional care in its efforts to comply with applicable laws, codes and regulations in effect as of the date of this
agreement. Design changes made necessary by newly enacted laws, codes and regulations after the date of this agreement shall entitle DSI to a reasonable
adjustment in the schedule and additional compensation in accordance with the rate table appended to this Agreement.

60 DISPUTE RESOLUTION

6.1

6.2

7.0

71

72

3.0

9.0

Mandatory Mediation

In the event of a dispute between CLIENT and DSI in relation to this agreement that cannot be resolved through negotiation, the parties agree that the matter
shall be submitted to mediation with a mediator mutually agreed between the parties. The mediator shall be selected from the list of Rule 32 Neutrals
maintained by the State of New Hampshire Superior Court. The mediation shall take place in the State of New Hampshire at a location agreed between the
parties and the costs of the mediation shall be shared equally between the parties. CLIENT and DSI further agree to include a similar mediation provision in
all agreements with contractors and subconsultants retained for the Project and to require all contractors and subconsultants to include similar mediation
provisions in all agreements with each of their subcontractors and subconsultants. Nothing in this provision shall be construed as a waiver of DSI’s rights to
pursuc its remedies under New Hampshire RSA ch. 447.

Binding Arbitration
In the event the dispute is not resolved through mediation, the parties agree to submit the dispute to binding arbitration before a single arbitrator pursuant to
Rule 170-A of the New Hampshire Superior Court Rules.

LIMITATION OF DSI’S LIABILITY

Liability not to Exceed Fees for Services

Owner hereby agrees that to the fullest extent permitted by law, DST’s total liability to owner for any and all injuries, claims, losses, expenses or damages
whatsoever arising out of or in any way related to the project or this Agreement from any cause or causes including but not limited to DSI’s negligence,
errors, omissions, strict liability, breach of contract or breach of warranty shall not exceed the total fee for services rendered on the Project, excluding
Reimbursable Expenses as defined in Section 1.2 of this Agreement.

Mutual Waiver of Consequential Damages

Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither CLIENT or DSI, their respective officers,
directors, partners, employees, contractors or Subconsultant shall be liable to the other or shall make any claim for any incidental, indirect or consequential
damages arising out of or connected in any way to the project or to this Agreement. This mutual waiver of certain damages shall include, but is not limited
to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that may be incurred from any cause of
action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both CLIENT and DSI shall require similar waivers
of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project.

INDEMNIFICATION

DSI agrees, to the fullest extent permitted by law, to indemnify and hold harmless the CLIENT, its officers, directors and employees (collectively, CLIENT}
against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by DSI’s negligent performance of
professional services under this Agreement and that of its subconsultants or anyone for whom the DSI is legally liable.

The CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless D&I, its officers, directors, employees and subconsultants
(collectively, DSI) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the CLIENT's
negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the CLIENT is legally liable.

Neither the CLIENT nor DSI shall be obligated to indemnify the other party in any manner whatsoever for the other party's own negligence or for the
negligence of others.

SEVERABILITY AND REFORMATION

Any provision or part thereof of this Agreement held to be void or unenforceable under any law shall be deemed stricken and all remaining provisions shall
continue to be valid and binding upon the parties. The parties agree that this Agreement shall be reformed to replace such stricken provision or part thereof
with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision.

Page 50f5

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anna

TOTAL
PROUECT | PROJECT | ocePLye SEANOR BENIDR -Amnn cano com ADMINIS TRATHE TOTAL OWECT
MANAGER E | MANAGER! LEAD ENGNEER & ENGINEER | E COORDINATOR & TECHNICIAN || PROFESSIONAL | HOURE COSTS
TASK DESCRIFTOAS S5a77 S47 op sim 4417 a5 338,02 am $3807 maa on 325.50

EXPENSES: MIRECT LABOR COSTS:
TRAVEL-UREAGE, ETC. TOTAL CARECT LABOR
POSTAGE & COMMUNICATION OVERHEAD AND PAYROLL BURDEN
PRINTING TOTAL DIRECT LABOR AND OVERHEAD
LODGING AND MEALS
TESTING EQUIPMENT RENTAL FIXED FEE:

SUBTOTAL ONECT LABOR A BLED FEE:

SUBCONSULTANTS:
AASTORIC DOCUMENTATION COMPANY, INC. nokadea admin fee ol on
MILLER ENGINEERING 4 FES TING, IAC.
DOUGET SURVEY
TES

(6UBCOMSULTANT] . SUBTOTAL ORECT LABOR, FLED REE, RUBCONEULTANTS:

REMBUA SAB F EXPENSES:
Weteies ct in feed *

TOTAL:

Dain - 1227

: PED BRINOE OVER CANAL
m
AERA

TASK DESCRIPTIONS

TRAVEL MILEAGE, ETC.
POSTAGE & COMMUNICATION
PRINIING

LODGING AND MEALS
TESTING EQUIPMENT RENTAL

PROJECT
MANAGER F
wa77

PROJECT
MANAGER I
700

Oscrunt
LEAD
mi50

SENDR SENIDR
ENGINEERS
S417 S450

160 Dow Street

PRELIMINARY DESIGN

SENIOR
1) ENQHEER
suo

Mancheste , New

DNECT LABOR CORTE;

TOTAL OIRECT IAROR

OVERHEAD AND PAYROLL BURDEN
TOTAL DIRECT LABOR AND OVERHEAD
FREED FEE:

SUBTOTAL INREGT LABOR & FIXED FEE:

SUBCONSULTANTS:
Nauakits win in. thew of mh

SUBTOTAl RECT | ABDR, FED FEE, SUBCOWSLL TANTS:

AGBEIURBASLE CXPENGES:
webgies anim. fee ol nm

TOTAL:

0310 - 1227

ADMNE TRATHE
PROFESSIONAL |
S558

TOTAL
HOURS

MARY

STUSBH
MUL

TE

: PED. BRIDGE OVER CANAL

*®
rE

EXPENSES:
TRAVEL- MILEAGE, ETC,
POSTAGE A COMMUNICATION
PRINTING
LOSGING AND MEALS
TESTING EDLAPMENT RENTAL

PROJECT
MANAGER 5

SSSEES

PROJECT | #SCRUME

MANABER |
347.00

LeaAb
$571.50

FINAL DESIGN

SEMOR SENIOR SENIOR
ENGSEER ENGNEER
544.17 43.50 38.02

160 Dow Street = Manchaste, New

Calc. By = STWEBH
Check By = WJL

canon ADMIMETRATIVE TOTAL
TECHRECIAN PROFESS@Mail | wouRs

1 CODRDWATOR I
=38.07 $22.82 375.58

s2a00

IDRECT LABOR COSTS:

TOTAL DIRECT LABOR

OVERHEAD AND PAYROLL BURDEN
TOTAL DHRECT LABGR AND OVERHEAD
FREQ FEE:

SUBTOTAL DIRECT LABOR & FIRED FEE:

SUBCONSULTANTS:
Inchmies admin fee of ie

SUBTOTAL DRECT LABOR, FRED FEE, SUBCONELULTANTS:

REIMAURS ABLE EXPBNSES:
mokries edimin lea of an

TOTAL:

03401 - 1227

Ee IE

|. BRIDGE OVER CANAL

PROUECT | DISCPLEE
ifab
$51.50

PROJECT
I ANAGERS
Sar?

EXPEMZES:
TRAVEL-MNLEAGE, ETC.
POSTAGE § COMMUNICATION
PRINTING
LODGING AND MEALS
TESTING EQUPMENT RENTAL

Feseifs

(SUBCONSLE TAN?)
SSUBCONSLETANT]
(SUBCONSLLTANT)
(SUBCONSLR TANT)

8ID PHASE

SENOR
ENGINEER
53802

SENDA
ENGINEER B
$44.17

150 How Sireel = Mancheste-, New

caADD
TECHNICIAN
st

DIRECT LABOR COSTS:

‘OTA! DIRECT LABOR

OVERHEAD AND PAYROLL BURDEN
TOTAL DIRECT LABOR AND OVERHEAD
FRED FEE:

SUBTOTAL DIRECT LABOR & ARSEO FEE:

SUBCOSE ULTANTS:
dudes athmin. [ee of

IWETOTAL DRIECT LABOR, FISD FEE, SUBCONSULTANTS:

YEINBURSABLE EXPENSES:
incirfen eden fee of oo

TOTAL:

03104 - 1227

ADMINE TRATVE
PROFESSIONAL |
$25.56

TOTAL
HOURS

EXHIBIT C
Compensation for Services

Actual Cost plus Fixed Fee Method of Payment

Total Amount Included Fixed Fee

Feasibility Study Phase $ 45,684.00 $ 3,020.00

Preliminary Design Phase $ 36,820.00 $ 3,330.00

Final Design Phase $ 23,028.00 $ 2,078.00

Bidding Phase $ 4,330.00 $ 387.00

Construction Phase $ 95,000.00 - Not $ 6,300.00 — Not
included in this included In this
contract or total contract or total
below. below.

Total Compensation $ 109,862.00 $ 8,815.00

The total amounts include the Consultant's direct labor and overhead of employees engaged on
the project, plus reimbursable expenses, plus Consultant’s subconsultants, if any, plus a fixed fee.

Reimbursable expenses include such items as transportation, postage, telephone, fax, printing
and equipment rental.

With approval of Client, Consultant may modify the amounts for individual phases to reflect
services actually provided by phase, which approval by Client will not be unreasonably withheld;
however, Consultant shall not exceed the total compensation without the approval of the Client.

Consultant shall bill for services based on direct labor charges plus overhead, reimbursable and
subconsultant charges during the billing period plus a proportionate portion of the fixed fee
amount.

Overhead is computed as a percentage of direct labor and includes costs of customary and
statutory benefits, cost of general and administrative business expenses. The overhead factor
for this project shall be 1.7945,

Fixed fee amounts are lump amounts which represent profit or margins and will not be changed
without approval of both parties by amendment to this Agreement.

K:\Marketing\Marketing By Town or Client\Nashua_NH\2016_Mine Falls\0-Contract\Exhibit B - D_rev 1.corx Page 8

NHDOT FUNDING SUMMARY

The following is a summary of the total estimated project costs to date:

Preliminary Engineering (PE)
Feasibility Study Phase $36,547.20 $9,136.80 $45,684.00
Preliminary Design Phase $29,456.00 $7,364.00 $36,820.00
Final Design Phase $18,422.40 $4,605.60 $23,028.00
Bid Phase $3,464.00 $866.00 $4,330.00
PE Total $87,889.60 $21,972.40 $109,862.00
ROW Total
Construction (CON)
Construction Cost $268,000.00 $67,000.00 $335,000.00
Construction Engineering $76,000.00 $19,000.00 $95,000.00
TOTAL $431,889.60 $107,972.40 $539,862.00
K:\Marketing\Marketing By Town or Client\Nashua_NH\2016_MIne Falls\(-Contract\Exhitit B - D_nev 1.doox Page 9

EXHIBIT D
Schedule

Consultant shall perform the services indicated in Exhibit A in conformance with the following:

Engineering Study Phase Services S-1 through S-10 24
Design Phase Services
e Preliminary Design P-1 through P-9 12
e Final Design F-1 through F-3 16
Bid Phase Services B-1 through B-4 10

Construction Phase Services C-1- through C-X
e Project Startup, Shop Drawings,
Construction Administration
TBD

e Resident Project Representative (RPR)

Services
TBD

* From the Effective Date of the Agreement
** From Approval by Client of Preliminary Documents

*** Erom Authorization by Client to Proceed

K:\Marketing\ Marketing By Town or Client\Nashua_NH\2016_MIne Falls\0-Contract\Exhiblt B - O_rev 1.docx

Weeks*

Weeks*
Weeks**

Weeks***

Weeks

Weeks

Page 10