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§ 3.1.4.1 The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the
parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous
materials.

§ 3.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations
for the site of the Project, and a legal description of the site. The surveys and legal information 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 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.

§ 3.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may
include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including
necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.

§ 3.1.4.4 During the Construction Phase, the Owner shall furnish information or services required of the Owner by
the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services
under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable
promptness after receiving the Construction Manager’s written request for such information or services.

§ 3.2 Owner’s Designated Representative

The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The
Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid
unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section
4.2.1 of A201—2007, the Architect does not have such authority. The term “Owner” means the Owner or the
Owner’s authorized representative.

§ 3.2.1 Legal Requirements. The Owner shall furnish all legal 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.

§ 3.3 Architect

The Owner shall retain an Architect to provide services, duties, and responsibilities as described in ALA Document
B133™_2014, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor
Edition. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner
and the Architect, and any further modifications to the agreement.

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

§ 4.1 Compensation

§ 4.1.1 For the Construction Manager’s Preconstruction Phase services, the Owner shall compensate the
Construction Manager as follows:

§ 4.1.2 For the Construction Manager’s Preconstruction Phase services described in Sections 2.1 and 2.2:
(Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.)

NIA

§ 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within « »(« »)
months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager’s
compensation for Preconstruction Phase services shall be equitably adjusted.

§ 4.1.4 Compensation based on Direct Personnel Expense includes the direct salaries of the Construction Manager’s
personnel providing Preconstruction Phase services on the Project and the Construction Manager’s costs for the
mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory
employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions.

Page 6 of 16

§ 4.2 Payments
§ 4.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.

§ 4.2.2 Payments are due and payable within 30 days of the Construction Manager’s invoice.

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

§ 5.1 For the Construction Manager’s performance of the Work as described in Section 2.3, the Owner shall pay the
Construction Manager the Contract Sum in current finds. The Contract Sum is the Cost of the Work as defined in
Section 6.1.1 plus the Construction Manager’s Fee.

§ 5.1.1 The Construction Manager’s Fee:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager's
Fee.)

The Construction Managers fee shall be “ __% based on the costs of construction as defined in Article 6. The CM
fee shall be fixed as a lump sum at the establishment of the GMP. :

§ 5.1.2 The method of adjustment of the Construction Manager’s Fee for changes in the Work:
«>

§ 5.1.3 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the
Work:

«»

§ 5.1.4 Rental rates for Construction Manager-owned equipment shall not exceed « » percent ( « » %) of the
standard rate paid at the place of the Project.

§ 5.1.5 Unit prices, if any:
(Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit ($0.00)
TBD ‘=

§ 5.2 Guaranteed Maximum Price

§ 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum
Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the
Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess
of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner.

(Insert specific provisions if the Construction Manager is to participate in any savings.)

Any project savings shall be returned to the owner at the completion of the project.

§ 5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the
Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the
Contract Documents.

§ 5.3 Changes in the Work

§ 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the
Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The
Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201—2007, General
Conditions of the Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment
in the Contract Time as a result of changes in the Work.

Page 7 of 16

§ 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the
execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in
Section 7.3.3 of AIA Document A201—2007, General Conditions of the Contract for Construction.

§ 5.3.3 In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis
of cost plus a fee), the terms “cost” and “fee” as used in Section 7.3.3.3 of ALA Document A201—2007 and the term
“costs” as used in Section 7.3.7 of AIA Document A201—2007 shall have the meanings assigned to them in AIA
Document A201—2007 and shall not be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8
of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a
fee shall be calculated in accordance with the terms of those subcontracts.

§ 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in the
above-referenced provisions of AIA Document A201—2007 shall mean the Cost of the Work as defined in Sections
6.1 to 6.7 of this Agreement and the term “fee” shall mean the Construction Manager’s Fee as defined in Section 3.1
of this Agreement.

§ 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager’s Fee in the case
of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment
provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction
Manager’s Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work,
and the Guaranteed Maximum Price shall be adjusted accordingly.

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE

§ 6.1 Costs to Be Reimbursed

§ 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper
performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project
except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1
through 6.7.

§ 6.1.2 Where any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain this approval
prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed
Maximum Price Amendment.

§ 6.2 Labor Costs
§ 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction
of the Work at the site or, with the Owner’s prior approval, at off-site workshops.

§ 6.2.2 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when stationed at
the site with the Owner’s prior approval.

(If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager’s principal
or other offices shall be included in the Cost of the Work, identify in Section 11.5, the personnel to be included,
whether for all or only part of their time, and the rates at which their time will be charged to the Work.)

§ 6.2.3 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at
factories, workshops or on the road, in expediting the production or transportation of materials or equipment
required for the Work, but only for that portion of their time required for the Work.

§ 6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and
benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements,
customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such
costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3.

§ 6.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired
by the Construction Manager or paid to any Subcontractor or vendor, with the Owner’s prior approval.

Page 8 of 16

§ 6.3 Subcontract Costs
Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the
subcontracts.

§ 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction
§ 6.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in
the completed construction.

§ 6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for

reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the
completion of the Work or, at the Owner’s option, shall be sold by the Construction Manager. Any amounts realized
from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

§ 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items

§ 6.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies,
temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are
provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of
materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based
on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no
longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair
market value.

§ 6.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by
construction workers that are provided by the Construction Manager at the site and costs of transportation,
installation, minor repairs, dismantling and removal. The total rental cost of any Construction Manager-owned item
may not exceed the purchase price of any comparable item. Rates of Construction Manager-owned equipment and
quantities of equipment shall be subject to the Owner’s prior approval.

§ 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ 6.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and
parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ 6.5.5 That portion of the reasonable expenses of the Construction Manager’s supervisory or administrative
personnel incurred while traveling in discharge of duties connected with the Work.

§ 6.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the
Owner’s prior approval.

§ 6.6 Miscellaneous Costs

§ 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly
attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract
Documents, with the Owner’s prior approval.

§ 6.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which
the Construction Manager is liable.

§ 6.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Construction Manager is required by the Contract Documents to pay.

§ 6.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or
nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201—2007 or by

other provisions of the Contract Documents, and which do not fall within the scope of Section 6.7.3.

§ 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract
Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of

Page 9 of 16

the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager
resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such
costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction
Manager’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the
last sentence of Section 3.17 of AIA Document A201—2007 or other provisions of the Contract Documents, then
they shall not be included in the Cost of the Work.

§ 6.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner’s prior approval.

§ 6.6.7 Deposits lost for causes other than the Construction Manager’s negligence or failure to fulfill a specific
responsibility in the Contract Documents.

§6.6.8 Intentionally omitted.

6.6.9 Subject to the Owner’s prior approval, expenses incurred in accordance with the Construction Manager’s
standard written personnel policy for relocation and temporary living allowances of the Construction Manager’s
personnel required for the Work.

§ 6.7 Other Costs and Emergencies
§ 6.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by
the Owner.

§ 6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting
the safety of persons and property, as provided in Section 10.4 of ALA Document A201-2007.

§ 6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager,
Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or
failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or
correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or
others.

§ 6.7.4 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding
any provision of AIA Document A201—2007 or other Conditions of the Contract which may require the
Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8.

§ 6.8 Costs Not To Be Reimbursed
§ 6.8.1 The Cost of the Work shall not include the items listed below:
1 Salaries and other compensation of the Construction Manager’s personnel stationed at the
Construction Manager’s principal office or offices other than the site office, except as specifically
provided in Section 6.2, or as may be provided in Article 11;
2 Expenses of the Construction Manager’s principal office and offices other than the site office:
Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7;
4 The Construction Manager’s capital expenses, including interest on the Construction Manager’s
capital employed for the Work;
5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the
Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any
of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract;
Any cost not specifically and expressly described in Sections 6.1 to 6.7;
Costs, other than costs included in Change Orders approved by the Owner, that would cause the
Guaranteed Maximum Price to be exceeded; and
8 Costs for services incurred during the Preconstruction Phase.

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§ 6.9 Discounts, Rebates and Refunds

§ 6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1)
before making the payment, the Construction Manager included them in an Application for Payment and received
payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make
payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and

Page 10 of 16

amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction
Manager shall make provisions so that they can be obtained.

§ 6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the
Owner as a deduction from the Cost of the Work.

§ 6.10 Related Party Transactions

§ 6.10.1 For purposes of Section 6.10, the term “related party” shall mean a parent, subsidiary, affiliate or other
entity having common ownership or management with the Construction Manager; any entity in which any
stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in
the aggregate; or any person or entity which has the right to control the business or affairs of the Construction
Manager, The term “related party” includes any member of the immediate family of any person identified above.

§ 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related
party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction,
including the identity of the related party and the anticipated cost to be incurred, before any such transaction is
consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the
cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work,
equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1,
2.3.2.2 and 2.3.2.3, If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work,
equipment, goods or service from some person or entity other than a related party according to the terms of Sections
2.3.2.1, 2.3.2.2 and 2.3.2.3.

§ 6.11 Accounting Records

The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and
exercise such controls as may be necessary for proper financial management under this Contract and to substantiate
all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the
Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be
permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation
supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s
proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction
Manager shall preserve these records for a period of three years after final payment, or for such longer period as may
be required by law.

ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES

§ 7.1 Progress Payments

§ 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and
Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the
Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents.

§ 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of
the month, or as follows:

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§ 7.1.3 Provided that an Application for Payment is received by the Architect not later than the «25th » day of a
month, the Owner shall make payment of the certified amount to the Construction Manager not later than the «25th
» day of the «following » month. If an Application for Payment is received by the Architect after the application
date fixed above, payment shall be made by the Owner not later than «thirty » ( «30 » ) days after the Architect
receives the Application for Payment.

(Federal, state or local laws may require payment within a certain period of time.)

§ 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts,
receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or
Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost
of the Work equal or exceed progress payments already received by the Construction Manager, less that portion of

Page 11 of 16

those payments attributable to the Construction Manager’s Fee, plus payrolls for the period covered by the present
Application for Payment.

§ 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the
Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire
Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager’s Fee
shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by
such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the
Architect, shall be used as a basis for reviewing the Construction Manager’s Applications for Payment.

§ 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end
of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the
percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by
dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of
the Work for which the Construction Manager has made or intends to make actual payment prior to the next
Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in
the schedule of values.

§ 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be
computed as follows:

‘1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as
determined by multiplying the percentage of completion of each portion of the Work by the share of
the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.
Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute
shall be included as provided in Section 7.3.9 of ALA Document A201—2007;

2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in
advance by the Owner, suitably stored off the site at a location agreed upon in writing;

3 Add the Construction Manager’s Fee, less retainage of «five _» percent («5 » %). The Construction
Manager’s Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the
Construction Manager’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the
same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the
probable Cost of the Work upon its completion;

4 Subtract retainage of «five » percent («5 » %) from that portion of the Work that the Construction
Manager self-performs;

5 Subtract the aggregate of previous payments made by the Owner;

6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by
Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently
discovered by the Owner’s auditors in such documentation; and

Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment
as provided in Section 9.5 of AIA Document A20i—2007.

§ 7.1.8 The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and
approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the
Construction Manager shall execute subcontracts in accordance with those agreements.

§ 7.1.9 Except with the Owner’s prior approval, the Construction Manager shall not make advance payments to
suppliers for materials or equipment which have not been delivered and stored at the site.

§ 7.1.10 In taking action on the Construction Manager’s Applications for Payment, the Architect shall be entitled to
rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be
deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the
documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made
exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for
what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such

Page 12 of 16

maintain and complete work in accordance with the requirements of the contract or determination
of the City of Nashua. Professional Engineer is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, 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 City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Professional Engineer 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, Professional Engineer
shall:

t. 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 City of Nashua 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 City of Nashua 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 of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall
receive all amounts due and not previously paid to Professional Engineer 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 of Nashua on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional
Engineer to adhere to any or all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress on
the work in a timely and professional manner. Professional Engineer shall be given an opportunity
for consultation with the City of Nashua prior to the effective date of the termination. Professtonal
Engineer may terminate the contract on 10 calendar days written notice if, through no fault of
Professional Engineer, the City of Nashua fails to pay Professional Engineer for 45 days after the
date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

|. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the City of Nashua 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 City of Nashua of all orders or sub contracts to the extent they relate to the

GC 4 of 11

examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s auditors acting
in the sole interest of the Owner.

§ 7.2 Final Payment
§ 7.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Construction Manager when
1 the Construction Manager has fully performed the Contract except for the Construction Manager’s
responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201—2007, and to
satisfy other requirements, if any, which extend beyond final payment;
.2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final
Application for Payment; and
.3 a final Certificate for Payment has been issued by the Architect.

The Owner’s final payment to the Construction Manager shall be made no later than 30 days after the issuance of
the Architect’s final Certificate for Payment, or as follows:

« »

§ 7.2.2 The Owner’s auditors will review and report in writing on the Construction Manager’s final accounting
within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such
Cost of the Work as the Owner’s auditors report to be substantiated by the Construction Manager’s final accounting,
and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt
of the written report of the Owner’s auditors, either issue to the Owner a final Certificate for Payment with a copy to
the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect’s reasons for
withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The time periods stated in
this Section supersede those stated in Section 9.4.1 of the AIA Document A201—2007. The Architect is not
responsible for verifying the accuracy of the Construction Manager’s final accounting.

§ 7.2.3 If the Owner’s auditors report the Cost of the Work as substantiated by the Construction Manager’s final
accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to
request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201—
2007, A request for mediation shall be made by the Construction Manager within 30 days after the Construction
Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to request mediation within this
30-day period shall result in the substantiated amount reported by the Owner’s auditors becoming binding on the
Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction
Manager the amount certified in the Architect’s final Certificate for Payment.

§ 7.2.4 If, subsequent to final payment and at the Owner’s request, the Construction Manager incurs costs described
in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall
reimburse the Construction Manager such costs and the Construction Manager’s Fee applicable thereto on the same
basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price.
If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings
shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the
Owner to the Construction Manager.

ARTICLE 8 INSURANCE AND BONDS

For all phases of the Project, the Construction Manager shall purchase and maintain insurance, and the Construction
Manager shall provide bonds as set forth in Article 11 of AIA Document A201-2007.

(State bonding requirements, if any, and limits of liability for insurance required in Article I] of AIA Document
A201-2007,)

Type of Insurance or Bond Limit of Liability or Bond Amount ($0.00)

Performance & Payment Bonds. _~ 100% of construction GMP

Automobile Liability = = 9 = $ 1,000,000.00 each accident

Commercial General Liability $ 1,000,000.00 each occurrence, $ 2,000 000. 00 Aggregate
General Liability Umbrella $ 10,000,000.00

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Property Insurance shall be by owner $ 1,000.00 deductible per occurrence

ARTICLE9 DISPUTE RESOLUTION

§ 9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions
set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the
Construction Manager’s Preconstruction Phase services, no decision by the Initial Decision Maker shall be required
as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not

apply.

§ 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of ALA Document A201-
2007, the method of binding dispute resolution shall be as follows:

(Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute
resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than
litigation, Claims will be resolved by litigation in a court of competent jurisdiction.)

[ «x » ] Litigation in New Hampshire Superior Court Hillsborough South

§ 9.3 Initial Decision Maker

The Architect will serve as the Initial Decision Maker pursuant to Section 15.2 of ALA Document A201-2007 for
Claims arising from or relating to the Construction Manager’s Construction Phase services, unless the parties
appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker.

(if the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker,
if other than the Architect.)

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ARTICLE 10 TERMINATION OR SUSPENSION

§ 10.1 Termination Prior to Establishment of the Guaranteed Maximum Price

§ 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this
Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience
and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days’
written notice to the Owner, for the reasons set forth in Section 14.1.1 of A201—2007.

§ 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be
equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no
event shall the Construction Manager’s compensation under this Section exceed the compensation set forth in
Section 4.1.

§ 10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction
Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the
Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid
to the Construction Manager under Section 10.1.2:
1 Take the Cost of the Work incurred by the Construction Manager to the date of termination;
2 Add the Construction Manager’s Fee computed upon the Cost of the Work to the date of termination
at the rate stated in Section 5.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that
Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time
of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion;
and
3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services.

The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of
the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is

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