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

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

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

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

ARTICLE 6 COST OF THE WORK

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

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

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

§ 6.4 Tf, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the
Architect submits the Construction Documents to the Owner, the Owner’s budget for the Cost of the Work shall be
adjusted to reflect changes in the general level of prices in the applicable construction market.

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

§ 6.6 If the Owner’s budget for the Cost of the Work at the conclusion of the Construction Documents Phase
Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall

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give written approval of an increase in the budget for the Cost of the Work:

authorize rebidding or renegotiating of the Project within a reasonable time;

terminate in accordance with Section 9.5:

in consultation with the Architect, revise the Project program, scope, or quality as required to reduce
the Cost of the Work; or,

5 implement any other mutually acceptable alternative.

Bb wh >

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

ARTICLE 7 COPYRIGHTS AND LICENSES

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

§ 7.2 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and
other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official
regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation of the reserved rights of the Architect and the Architect’s consultants.

§ 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely
and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the
Owner substantially performs its obligations under this Agreement, including prompt payment of all undisputed
sums due pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the
Architect’s consultants consistent with this Agreement. The license granted under this section permits the Owner to
authorize the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and
separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols
established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the
Project.

§ 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of
Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising
from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the
Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes
of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of
the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner
rightfully terminates this Agreement for cause under Section 9.4.

§ 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied
under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license
granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the
Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s
consultants.

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16

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

ARTICLE 8 CLAIMS AND DISPUTES

§ 8.1 General

§ 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of
or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the
binding dispute resolution method selected in this Agreement and within the period specified by applicable law.

§ 8.2 Mediation

§ 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien
arising out of the Architect’s services, the Architect may proceed in accordance with applicable law to comply with
the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.

§ 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between
them by mediation.

§ 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding
dispute resolution shall be the following:
(Check the appropriate box.)

[« »] Arbitration pursuant to Section 8.3 of this Agreement
[ «x » ] Litigation in State of New Hampshire, Superior Court Hillsborough South.
[« »] Other: (Specify)
«»

§ 8.3 Arbitration

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

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

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

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

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§ 8.3.4 Consolidation or Joinder

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

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

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

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

ARTICLE 9 TERMINATION OR SUSPENSION

§ 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be
considered substantial nonperformance and cause for termination or, at the Architect’s option, cause for suspension
of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give
seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the
Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of
services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any
expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the
remaining services and the time schedules shall be equitably adjusted.

§ 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of
such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the
interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time
schedules shall be equitably adjusted.

§ 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the
Architect, the Architect may terminate this Agreement by giving not less than seven days’ written notice.

§ 9.4 Either party may terminate this Agreement upon not less than seven days’ written notice should the other party
fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating
the termination.

§ 9.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Architect for the
Owner’s convenience and without cause.

§ 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates
this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to
termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable
to the Architect’s termination of consultant agreements.

§ 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience
pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to
the Architect the following fees:

(Set forth below the amount of any termination or licensing fee, or the method for determining any termination or
licensing fee.)

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.1 Termination Fee:
«>

2 Licensing Fee if the Owner intends to continue using the Architect’s Instruments of Service:
«»

§ 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of
Substantial Completion.

§ 9.9 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this
Agreement are set forth in Article 7 and Section 9.7.

ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be governed by the law of the place where the Project is located.

§ 10.2 Terms in this Agreement shall have the same meaning as those in General Conditions of the Contract for
Construction.

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

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

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

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

§ 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the
Project among the Architect’s promotional and professional materials. The Architect shall be given reasonable
access to the completed Project to make such representations. However, the Architect’s materials shall not include
the Owner’s confidential or proprietary information if the Owner has previously advised the Architect in writing of
the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide
professional credit for the Architect in the Owner’s promotional materials for the Project. This Section 10.7 shall
survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section
9.4.

§ 10.8 If the Architect or Owner receives information specifically designated as “confidential” or “business
proprietary,” the receiving party shall keep such information strictly confidential and shall not disclose it to any
other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement.

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19

§ 10.8.1 The receiving party may disclose “confidential” or “business proprietary” information after 7 days’ notice to
the other party, when required by law, arbitrator’s order, or court order, including a subpoena or other form of
compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably
necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such
information to its employees, consultants, or contractors in order to perform services or work solely and exclusively
for the Project, provided those employees, consultants and contractors are subject to the restrictions on the
disclosure and use of such information as set forth in this Section 10.8.

§ 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining
provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or
unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and
enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to
the parties’ intentions and purposes in executing the Agreement.

ARTICLE 11 COMPENSATION
§ 11.1 For the Architect’s Basic Services described under Article 3, the Owner shall compensate the Architect as
follows:

1 Stipulated Sum
(Insert amount)

a»

.2 Percentage Basis
(Insert percentage value)

« »(« ») % of the Owner’s budget for the Cost of the Work, as calculated in accordance with
Section 11.6.

3 Other
(Describe the method of compensation)

«>»

§ 11.2 For the Architect’s Supplemental Services designated in Section 4.1.1 and for any Sustainability Services
required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows:

(Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of
compensation apply.)

a rieean eens

§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the
Owner shall compensate the Architect as follows:
(Insert amount of, or basis for, compensation.)

«>

§ 11.4 Compensation for Supplemental and Additional Services of the Architect’s consultants when not included in
Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus « » percent ( « »%), or as follows:

(Insert amount of, or basis for computing, Architect’s consultants’ compensation for Supplemental or Additional
Services.)

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20

K »

§ 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of
compensation for each phase of services shall be as follows:

Schematic Design Phase « » percent ( « » %)
Design Development Phase « » percent ( « » %)
Construction Documents « » percent ( « » %)
Phase

Procurement Phase « » percent ( « » %)
Construction Phase « » percent ( « » %)
Total Basic Compensation one hundred percent ( 100 %)

§ 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of
Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner’s most
recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted
based on subsequent updates to the Owner’s budget for the Cost of the Work.

§ 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not
constructed, compensation for those portions of the Project shall be payable to the extent services are performed on
those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services
performed whether or not the Construction Phase is commenced.

§ 11.7 The hourly billing rates for services of the Architect and the Architect’s consultants are set forth below. The
rates shall be adjusted in accordance with the Architect’s and Architect’s consultants’ normal review practices.
(ff applicable, attach an exhibit of hourly billing rates or insert them below.)

« »>

Employee or Category — Rate ($0.00)

§ 11.8 Compensation for Reimbursable Expenses

§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services

and include expenses incurred by the Architect and the Architect’s consultants directly related to the Project, as

follows:

-1 Transportation and authorized out-of-town travel and subsistence;

2 Long distance services, dedicated data and communication services, teleconferences, Project web
sites, and extranets;

Permitting and other fees required by authorities having jurisdiction over the Project;

Printing, reproductions, plots, and standard form documents;

Postage, handling, and delivery;

Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;

Renderings, physical models, mock-ups, professional photography, and presentation materials

requested by the Owner or required for the Project;

8 Ifrequired by the Owner, and with the Owner’s prior written approval, the Architect’s consultants’
expenses of professional liability insurance dedicated exclusively to this Project, or the expense of
additional insurance coverage or limits in excess of that normally maintained by the Architect’s
consultants;

‘9 All taxes levied on professional services and on reimbursable expenses;

.10 Site office expenses;

Woh w

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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.

GC - 53 of 53

DIVISION 7

SUPPLEMENTARYCONDITIONS

SUPPLEMENTARY CONDITIONS/PROSECUTION OF WORK

These Supplementary Conditions amend or supplement the Standard General Conditions of the
Construction Contract and other provisions of the Contract Documents as indicated below. All
provisions which are not so amended or supplemented remain in full force and effect.

1.

DESCRIPTION OF WORK
The contract work includes the limits on the various streets listed in the attached
summary. The specified pavement treatment is listed.

The City reserves the right to remove streets from the list, extend or shorten limits on
individual streets, or revise the specified pavement treatment on individual streets.

The City may also add additional streets to the contract work.

Should the net projection of the value of changes to the contract work exceed the
authorized amount, the Owner will present a contract amendment proposal to the
Contractor.

CONTRACTOR RESPONSIBILITY FOR GRADING

The Contractor shall be responsible to assure that the finished pavement surface will be
smooth and will have positive drainage. Contractor shall be responsible to assure that
puddling will not occur in either the roadway, or on adjacent private property as a result
of Contractor operations. Contractor shall perform any measurements needed in advance
of excavation, cold planning, reclamation and paving activities to assure adequate control
needed for grading operations.

The Engineer may provide a proposed grading design to the Contractor for use in areas to
be reclaimed. If a proposed design or other guidance is not provided by the Engineer, the
Contractor shall perform grading of the reclaimed base material to assure that the
preconstruction gutter line is recreated. Unless otherwise directed, roadway cross slope
on reclaimed streets shall generally be two percent with a centerline crown. In all cases,
roadway cross slopes on reclaimed streets shall not exceed four percent. Pavement cross
slope transitions shall be consistent with good practice generally accepted by New
Hampshire Department of Transportation.

If in the opinion of the Contractor, it is not possible to meet these grading requirements at
a particular location due to existing constraints, any such location shall be identified to
the Engineer in advance of milling, reclamation and/or paving activities to allow the
Engineer reasonable time to investigate and provide guidance to the Contractor.

PAVEMENT MIX
NHDOT certified mix designs are required for all pavement.

Unless specified to be “high strength”, wearing course and shim pavement shall be 75
gyration with PG 64-28 and a maximum aggregate size of 3/8 inch.

SC - i of 7