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within 10 days of receipt of invoice. The City shall pay the undisputed portion of the invoice as
specified above.

&, ERFECTIVE 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 REPRESENTATIVE: REPRESENTATIVE:

Captain David Bailey Jonathan Kasper, PE Associate Principal
Nashua Police Depariment SMRT Architects and Engineers
Panther Drive 200 Brickstone Square, Suite 303
Nashua, NH 03061-0785 Andover, MA 01810

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 or Service Provider 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, NA (signature) consuitant (signatire)

Jim Donchess, Miayer
(Printed Name and Title) (Printed Name and Title)

Date Date

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS

SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

City REPRESENTATIVE
CHANGES TO SCOPE OF WorK
Ciry COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

No DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FIsCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

FEDERAL SUBCONTRACTING REQUIREMENTS
ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
City INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

Non-WAIVER OF TERMS AND CONDITIONS
RIGHTS AND REMEDIES

PROUIBITED INTERESTS

‘THIRD PARTY INTERESTS AND LIABILITIES

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SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY
MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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GENERAL CONDITIONS

I. DEFINITIONS, Unless otherwise required by the context, “Service Provider” includes
any of the Service Provider's consultants, sub consultants, contractors, and subcontractors

2. SERVICE PROVIDER STATOS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Service Provider shall have the status
of and shall perform all work under this contract as a Service Provider, maintaining control over
all its consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this contract is between the City and Service Provider, and nothing in this
contract shall create any contractual relationship between the City and Service Provider's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that Service
Provider is not a City employee and that there shall be ne:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

(3) Participation in group insurance plans which may be available to employees of
the City;

(4) Participation or contributions by either the Service Provider or the City to the
public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City;

(6) Unemployment compensation coverage provided by the City.

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Service Provider does not maintain coverage
throughout the entire term of the contract, Service Provider agrees that City may, at any time the
coverage is not maintained by Service Provider, order the Service Provider to stop work, suspend
the contract, or terminate the contract. For each six-month period this contract is in effect,
Service Provider agrees, prior to the expiration of the six-month period, to provide another
written request to its insurer for the provision of a certificate and notice of lapse in or
nonpayment of coverage. If Service Provider does not make the request or does not provide the
certificate before the expiration of the six-month period, Service Provider agrees that City may
order the Service Provider to stop work, suspend the contract, or terminate the contract.

3. STANDARD OF CARE. Service Provider shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of ali work performed under this
contract. Service Provider’s work shall be performed with the degree of professional skill, care,
diligence, and sound practices and judgment that are normally exercised by recognized
professional firms with respect to services of a similar nature. It shall be the duty of Service
Provider to assure at its own expense that all work is technically sound and in conformance with
all applicable federal, state, and local laws, statutes, regulations, ordinances, orders, or other
requirements. In addition to all other rights which the City may have, Service Provider shall, at
its own expense and without additional compensation, re-perform work to correct or revise any
omissions or errors in the work or the product of the work or which result from Service
Provider's failure to perform in accordance with this standard of care. Any approval by the City
of any products or services furnished or used by Service Provider shall not in any way relieve
Service Provider of the responsibility for professional and technical accuracy and adequacy of its
work. City review, approval, or acceptance of, or payment for any of Service Provider's work
urider this contract shall not operate as a waiver of any of the City’s rights or causes of action

under this contract, and Service Provider shail be and remain liable in accordance with the terms
of the contract and applicable law.

Service Provider shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Service Provider to
perform work under this contract. Approved key personnel shall not be taken off of the project
by Service Provider without the prior written approval of the City, except in the event of
termination of employment. Service Provider shall, if requested to do so by the City, remove
from the job any personnel whom the City determines to be incompetent, dishonest, or
uncooperative.

4, Crry REPRESENTATIVE. The City may designate a City representative for this contract.
If designated, all notices, project materials, requests by Service Provider, and any other
communication about the contract shall be addressed or be delivered to the City Representative.

5. CHANGES TO SCOPE OF Work. The City may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be
performed, either increasing or decreasing the scope, character, or cost of Service Provider's
performance under the contract. Service Provider shall provide to the City within 10 calendar
days, a written proposal for accomplishing the change. The proposal for a change shall provide
enough detail, including personnel hours for each sub-task and cost breakdowns of tasks, for the
City to be able to adequately analyze the proposal. The City will then determine in writing if
Service Provider should proceed with any or all of the proposed change. If the change causes an
increase or a decrease in Service Provider's cost or time required for performance of the contract
as a whole, an equitable adjustment shall be made and the contract accordingly modified in
writing. Any claim of Service Provider for adjustment under this clause shall be asserted in
writing within 30 days of the date the City notified Service Provider of the change.

When Service Provider secks changes, Service Provider shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City in writing
of the estimate. The proposal for a change shall provide enough detail, including

personnel hours for each sub-task and cost breakdowns of tasks, for the City to be able to
adequately analyze the proposal. The City will then determine in writing if Service Provider
should proceed with any or all of the proposed change.

Except as provided in this paragraph, Service Provider shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
City, in its sole discretion, determines that time is critical or public health and safety are of
concern. Any verbal approval shall be confirmed in writing no later than the next business day.
Any change undertaken without prior City approval shall not be compensated and is, at the City's
election, sufficient reason for contract termination.

6. Ciry CooPeRATION. The City agrees that its personnel will cooperate with Service
Provider in the performance of its work under this contract and that such personnel will be
available to Service Provider for consultation at reasonable times and after being given sufficient
advance notice that will prevent conflict with their other responsibilities. The City also agrees to
provide Service Provider with access to City records in a reasonable time and manner and to
schedule items that require action by the Board of Public Works and Finance Committee in a
timely manner. The City and Service Provider also agree to attend all meetings called by the

City or Service Provider io discuss the work under the Contract, and that Service Provider may
elect to conduct and record such meetings and shall later distribute prepared minutes of the
meeting to the City.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
The City shall furnish to Service Provider all information and technical daia in the City’s
possession or control reasonably required for the proper performance of the Services. Service
Provider shall be entitled to reasonably rely without independent verification upon the
information and data provided by the City or obtained from generally accepted sources within
the industry, except to the extent such verification by Service Provider is expressly required as a
defined part of the Services.

Service provider will endeavor in good faith, as needed, to obtain from the appropriate
authorities their interpretation of applicable codes and standards and will apply its professional
judgment in interpreting the codes and standards as they apply to the Project at the time of
performance of the Services. Notwithstanding the above, the Parties agree that, as the Project
progresses, such codes or standards may change or the applicability of such codes or standards
may vary from Service Providers original interpretation through no fault of Service Provider and
that additional costs necessary to conform to such changes or interpretations during or after
execution of the Services will be subject to an equitable adjustment in the Compensation and
Project Schedule.

Al! future questions Service Provider may have concerning interpretation or clarification of this
contract shall be submitted in writing to the City within 10 calendar days of their arising. The
writing shall state clearly and in full detail the basis for Service Provider's question or position.
The City representative shall render a decision within 15 calendar days. The City's decision on
the matter is final. At all times, Service Provider shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or
determination of the City. Service Provider is responsible, pursuant to the standard of care, for
requesting clarification or interpretation in the event it discovers a conflict, error or omission or
discrepancy in the contract documents, and is Hable for iis direct costs or expense to the extent
caused by its failure to do so.

Service Provider shall be responsible for its performance and that of Service Provider’s lower-
tier subcontractors and vendors.

g. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. Ifthe City chooses to terminate, abandon, or suspend all or part of the project, it
shail provide Service Provider 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, Service Provider

shall:

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 net terminated.

3. Immediately make every reasonable effort to obtain cancellation upen terms
satisfactory to the City of all orders or subcontracis to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign
to the City 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 City to resume performance.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive
all amounts due and not previously paid to Service Provider 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.

B. TERMINATION FOR CAUSE. This agreement may be terminated by the City on 10
calendar day’s written notice to Service Provider in the event of a failure by Service Provider to
adhere to all the terms and conditions of the contract or for failure to satisfactorily, in the sole
opinion of the City, pursue the project or to complete work in a timely and professional manner.
Service Provider shall be given an opportunity for consultation with the City prior to the
effective date of the termination. Service Provider may terminate the contract on 10 calendar
days written notice if, through no fault of Service Provider, the City fails to pay Service Provider
for 30 days after the date of approval of any submitted invoice forms and progress reports.

In the event cf a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider 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 City by reasons
of Service Provider's failure. Service Provider shall not be relieved of liability to the City for
damages sustained from the failure, and the City may withhold any payment to the Service
Provider until such tirne as the exact amount of damages due to the City is determined. All
claims for payment by the Service Provider must be submitted to the City within 30 days of the
effective date of the notice of termination.

If after termination for the failure of Service Provider io adhere to all the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to
complete work in a timely and professional manner, it is determined that Service Provider had
not so failed, the termination shall be deemed to have been a termination at will. In that event,
the City shall make an equitable adjustment in the compensation paid to Service Provider. The
adjustment shall include a reasonable profit for services or other work performed up to the
effective date of termination less all previous payments.

Cc. GENERAL PROVISIONS FoR TERMINATION. Upon termination of the contract,
the City may take over the work and prosecute it to completion by agreement with another party
or otherwise.

Neither party shall be considered in default of ihe 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 Service Provider's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within Service
Provider's control.

9, DISPUTE RESOLUTION. Any dispute not within the scape of section 7 or section 8 shall
be resolved under this paragraph. 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 shail then attempt to resolve the dispute
through good faith efforts and negotiation between the City Representative and a Service
Provider representative. At all times and as long as the City is in compliance with iis payment
obligations to Service Provider, Service Provider shall carry on the undisputed work under this
contract and maintain and complete undisputed work in accordance with the requirements of the
contract or determination or direction of the City. If the dispute is not resolved within 30 days,
either party may request that the dispute be submitted to the Board of Public Works for final
resolution. The decision of the Board of Public Works shall be final and binding on the parties.
If either party is dissatisfied with the decision of the Board of Public Works, that party may
immediately terminate the contract under this paragraph, with Service Provider being entitled to
compensation for work actually and satisfactorily performed up to the time of the termination
and the City being entitled to all contract materials in accordance with paragraph 21, and
compensation for any additional damages or expenses incurred in completing the work under the
contract, including, without limitation, the costs of securing the services of other Service
Providers.

10. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment,
compensation, or adjustment of any kind shall be made to Service Provider for damages because
of hindrances or delays in the progress of the work from any cause, and Service Provider agrees
to accept in full satisfaction of such hindrances and delays any extension of time that the City
may provide, except when the City request Service Provider to provide over time or expend
additional resources to complete the work and such delay is not the result of Service Providers
negligent acts, errors or omissions.

11. INSURANCE. Service Provider shall carry and maintain in effect during the performance
of services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; 52,000,000
aggregate:
» $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
» $1,000,000 Profession Liability;
> and Workers’ Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$100,000.

Service Provider shall maintain in effect at all times during the performance under this contract
all specified insurance coverage with insurers. None of the requirements as to types and limits to
be maintained by Service Provider are intended to and shall not in any manner limit or qualify

the liabilities and obligations assumed by Service Provider under this contract. The City of
Nashua shall not maintain any insurance on behalf of Service Provider. Subcontractors are
subject to the same insurance requirements as Service Provider and it shall be the Service
Provider’s responsibility to ensure cornpliance of this requirement.

Service Provider will provide the City of Nashua with certificates of insurance for coverage as
listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City issues the notice of award. The City of Nashua requires thirty days written
notice of cancellation of coverage. The certificates and endorsements for each insurance policy
must be signed by a person authorized by the insurer and who is authorized by the State of New
Hampshire. General Liability and Auto Liability policies must name the City of Nashua as
an additional insured and reflect on the certificate of insurance. Service Provider is responsible
for filing updated certificates of insurance with the City of Nashua’s Risk Management
Department during the life of the contract.

= All deductibles and self-insured retentions above $100,000.00 shall be fully disclosed in
the certificate(s) of insurance.

# If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Service Provider must maintain umbrella lability insurance of at least
$1,600,000. All aggregates must be fully disclosed on the required certificate of
insurance,

® The specified insurance requirements do not relieve Service Provider of its
responsibilities or limit the amount of its lability to the City or other persons, and Service
Provider is encouraged to purchase such additional insurance, as it deems necessary.

« The insurance provided herein is primary, and no insurance held or owned by the City of
Nashua shall be called upon to contribute to a loss.

* Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, to the extent caused by Service Provider or
anyone employed, directed, or supervised by Service Provider.

42. INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider agrees to indemnify and shall defend and hold harmless the City, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, reasonable attorney’s fees, costs and expenses to the extent caused by any
negligent act, omission, or fault or willful misconduct, whether active or passive, of Service
Provider or of anyone acting under its direction or control or on its behalf in connection with or
incidental to the performance of this contract. Service Provider’s indemnity, defense and hold
harmless obligations, or portions thereof, shall not apply to liability io the extent caused by the
sole negligence or willful misconduct of the party indemnified or held harmless.

13. FiscaL ConTiINnGency. All payments under this contract are contingent upon the
availability io the City of the necessary funds. This contract shall terminate and the City's
obligations under it shall be extinguished at the end of any fiscal year in which the City fails to
appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Service Provider with a right of payment
over any other entity. Any funds obligated by the City under this contract that are not paid to
Service Provider shall automatically revert to the City’s discretionary control upon the

completion, termination, or cancellation of the agreement. The City shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Service Provider.
Service Provider shall have no claim of any sort to the unexpended funds.

i4. COMPENSATION. Review by the City of Service Provider's submitted monthly invoice
forms and progress reports for payment will be promptly accomplished by the City. If the City
disagrees with any portion of an invoice or requires additional information, it shall notify Service
Provider in writing of the amount in dispute and the specific reason for the objection within 10
days of receipt of invoice and The City shall pay all undisputed invoices of Service Provider in
full within 30 days of the submitted monthly invoice forms and progress reports.

15, COMPLIANCE WITH APPLICABLE Laws. Service Provider, at all times, shall fully and
completely comply with al! applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Service
Provider shall, throughout the period services are to be performed under this contract, monitor
for any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
shall promptly notify the City in writing of any changes to the same relating to or affecting this
contract, and shall submit detailed documentation of any effect of the change in terms of both
time and cost of performing the contract.

16. NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Service Provider agrees to the following terms. Service
Provider will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Service Provider agrees to take affirmative action to employ, advance
in employment, or to otherwise treat qualified, handicapped individuals without discrimination
based upon physical or mental handicap in all employment practices, including but not limited to
the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff,
termination, rates of pay, or other forms of compensation and selection for training, including
apprenticeship.

Without limitation of the foregoing, Service Provider's attention is directed to 41 C.P.R. § 60-
1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into
this contract, te 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Service Providers and Subcontractor for Disabled Veterans and Veterans of the
Vietnam Era," which, by reference, is incorporated in this contract, and to 41 CLFLR. § 60-471
and the clause entitled "Affirmative Action Obligations of Service Providers and Subcontractors
for Handicapped Workers," which, by this reference, is incorporated in this coniract.

Service Provider agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Service Provider under this contract.

In connection with the performance of work under this contract, Service Provider agrees not to
discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the