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writing concerning the period for correction of the Work and commencement of warranties required by the Contract
Documents. When the Contractor considers a portion substantially complete, the Contractor shal} prepare and
submit a list to the Architect as provided under Section 9.8.2, Consent of the Contractor to partial occupancy or use
shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement
between the Owner and Contractor or, if no agreement is reached, by decision of the Architect.

§ 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect
the area to be occupied or portion of the Work to be used in order to determine and record the condition of the
Work.

§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not
constitute acceptance of Work not complying with the requirements of the Contract Documents.

§ 9.10 FINAL COMPLETION AND FINAL PAYMENT

§ 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance
and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the
Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect
will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information
and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in
accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the
Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will
constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being
entitled to final payment have been fulfilled.

§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits
to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected
with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts
withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the
Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed
to expire until at least 30 days’ prior written natice has been given to the Owner, (3) a written statement that the
Contractor knows of no substantia] reason that the insurance will not be renewable to cover the period required by
the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data
establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security
interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the
Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a
bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after
payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in
discharging such lien, including all costs and reasonable attorneys’ fees.

§ 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault
of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the
Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the
Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the
remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract
Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that
portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to
certification of such payment. Such payment shall be made under terms and conditions governing final payment,
except that it shall not constitute a waiver of claims.

§ 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a
waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at
the time of final Application for Payment.

Page 19 of 30

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY

§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS

The Contractor shall be responsible for initiating, maintaining and supervising ail safety precautions and programs
in connection with the performance of the Contract.

§ 10.2 SAFETY OF PERSONS AND PROPERTY
§ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to
prevent damage, injury or loss to

1 employees on the Work and other persons who may be affected thereby;

2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the
site, under care, custody or control of the Contractor or the Contractor’s Subcontractors or Sub-
subcontractors; and

3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements,
roadways, structures and utilities not designated for removal, relocation or replacement in the course
of construction.

§ 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes,
rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their
protection from damage, injury or loss.

§ 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract,
reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards,
promulgating safety regulations and notifying owners and users of adjacent sites and utilities.

§ 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are
necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under
supervision of properly qualified personnel.

§ 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property
insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 1.2.1.3 caused in
whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed
by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under
Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or
anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable,
and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in
addition to the Contractor’s obligations under Section 3.18.

§ 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty
shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise
designated by the Contractor in writing to the Owner and Architect.

§ 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or
create an unsafe condition.

10.2.7.1 It is the Contractor’s responsibility to initiate and maintain safety training and compliance programs that
meet or exceed OSHA standards and all applicable Federal, State and local safety health and environmental
regulations. The Owner maintains the right to inspect the wark site to determine if conditions exist that could
reasonably be expected to cause death, serious physical harm or will compromise the safety and health of the
Owner; including visitors and contractor’s employees and sub-employees. If such conditions exist, the Owner has
the right to suspend work if deemed unsafe.

§ 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY

If either party suffers injury or damage to person or property because of an act or omission of the other party, or of
others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not
insured, shall be given to the other party within a reasonable time after discovery. The notice shall provide sufficient
detail to enable the other party to investigate the matter.

Page 20 of 30

§ 10.3 HAZARDOUS MATERIALS

§ 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents
regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the
Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death
to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl
(PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately
stop Work in the affected area and report the condition to the Owner and Architect in writing.

§ 10.3.2 Upon receipt of the Contractor’s written notice, the Owner shall obtain the services of a licensed laboratory
to verify the presence or absence of the material or substance reported by the Contractor and, in the event such
material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the
Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications
of persons or entities who are to perform tests verifying the presence or absence of such material or substance or
who are to perform the task of removal or safe containment of such material or substance. The Contractor and the
Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the
persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity
proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no
reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall
resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be
extended appropriately and the Contract Sum shall be increased in the amount of the Contractor’s reasonable
additional costs of shut-down, delay and start-up.

§ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor,
Subcontractors, Architect, Architect’s consultants and agents and employees of any of them from and against
claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from
performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or
death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property
(other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence
of the party seeking indemnity.

§ 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings
to the site unless such materials or substances are required by the Contract Documents. The Owner shall be
responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor’s
fault or negligence in the use and handling of such materials or substances.

§ 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of
a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to
perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s
fault or negligence.

§ 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for
the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the
Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred,

§ 10.4 EMERGENCIES

In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to
prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor
on account of an emergency shall be determined as provided in Article 15 and Article 7.

ARTICLE 11 INSURANCE AND BONDS

§ 11.1 CONTRACTOR’S LIABILITY INSURANCE

§ 11.1.1 The Contractor shal! purchase from and maintain in a company or companies lawfully authorized to do
business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims
set forth below which may arise out of or result from the Contractor’s operations and completed operations under

Page 21 of 30

the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by
a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of
them may be liable:
.1. Claims under workers’ compensation, disability benefit and other similar employee benefit acts that
are applicable to the Work to be performed;
2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the
Contractor’s employees;
3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than
the Contractor’s employees;
4 Claims for damages insured by usual personal injury liability coverage;
5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible
property, including loss of use resulting therefrom;
6 Claims for damages because of bodily injury, death of a person or property damage arising out of
ownership, maintenance or use of a motor vehicle;
J Claims for bodily injury or property damage arising out of completed operations; and
.8 Claims involving contractual liability insurance applicable to the Contractor’s obligations under
Section 3.18.

§ 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the
Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an
occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the

_ Work until the date of final payment and termination of any coverage required to be maintained after final payment,
and, with respect to the Contractor’s completed operations coverage, until the expiration of the period for correction
of Work or for such other period for maintenance of completed operations coverage as specified in the Contract
Documents.

§ 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner 10 days prior to
commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These
certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded
under the policies will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given
to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for
completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and
thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2.
Information concerning reduction of coverage on account of revised limits or claims paid under the General
Aggregate, or both, shal] be furnished by the Contractor with reasonable promptness.

Contractor shall carry and maintain in effect during the performance of services under this contract:

Comprehensive or Commercial General Liability insurance which shall include contractual, XCU,
products and completed operations liability coverages. Bodily injury and property damage with
combined single limits of not less than $1,000,000 per occurrence; and if written on an aggregate basis,
$2,000,000 aggregate limit — include per project aggregate endorsement. The Owner must be named as
an additional insured;

* Commerical Automobile Liability insurance endorsed for “any auto” with combined single limits
of liability of not less than $1,000,000 each occurrence. The owner must be named as an
additional insured;

» And Workers' Compensation insurance in compliance with the State of New Hampshire statutes,
$100,000/$500,000/31 00,000,

None of the requirements as to types and limits to be maintained by Contractor are intended to and
shall not in any manner limit or qualify the liabilities and obligations assumed by Contractor under this

contract. The Owgner shall not maintain any insurance on behalf of Contractor. Subcontractors are

Page 22 of 30

FINANCE COMMITTEE

AUGUST 3, 2022
7:00 Aldermanic Chamber and Zoom

Join Zoom Meeting: https://usO2web.zoom.us/j/87258679775? pwd=MFc5NW05dS9QeSs5ZE9nNQOJSWHY0QTO9
Meeting ID: 872 5867 9775 Passcode: 030387

By telephone: 1-929-205-6099
Meeting ID: 872 5867 9775 Passcode: 030387

If there is a problem with the audio, please dial 603-589-3329 to advise.

ROLL CALL

PUBLIC COMMENT

COMMUNICATIONS

From: Alderman Alex Comeau
Re: — Lighting for Labine Field/Finance Committee Meeting on August 3rd

From: Amy Girard, Purchasing Manager
Re: Animal Impoundment and Quarantine Services in the amount not to exceed $99,081funded from 56214
Humane Society - Animal Control/General Fund

From: Amy Girard, Purchasing Manager
Re: Purchase of a lighting structure system for Labine softball field in the amount not to exceed $265,721
funded from 81304 Lighting Equipment/Park Rehabilitation Trust Fund

From: Amy Girard, Purchasing Manager
Re: Purchase of Asphalt & Aggregates in the amount not to exceed $144,500 funded from accounts 61507
Asphalt & 61535 Gravel/Loam

From: Amy Girard, Purchasing Manager
Re: Primary and Secondary Digester Coating Change Order #1 in the amount not to exceed $61,400
funded from 54210 Construction Services/Wastewater Fund

From: Amy Girard, Purchasing Manager
Re: Fall Protection Unit in the amount not to exceed $46,202 funded from Wastewater Capital Project: Davit
Arm Replacement; Wastewater Fund

From: Amy Girard, Purchasing Manager
Re: Sewer Replacement Project Change Order #1 in the amount not to exceed $500,000 funded from Bond

From: Amy Girard, Purchasing Manager
Re: Canal Street Bridge Repairs, Change Order #2 in the amount not to exceed $34,000 funded from 54210
Construction Services/Capital & Grant Funds

From: Amy Girard, Purchasing Manager
Re: ESRI GIS Enterprise Agreement Renewal in the amount not to exceed $115,308 funded from 54407
Software Maintenance/General Fund

From: Amy Girard, Purchasing Manager
Re: Clear Sky Benefit Interface in the amount not to exceed $21,600 funded from 71228 Computer
Software/Benefits Fund

UNFINISHED BUSINESS

subject to the same insurance requirements as Contractor and it shall be the Contractor’s responsibility to
ensure compliance of this requirement.

The parties agree that Contractor shall have the status of and shall perform all work under this contract as
an independent contractor, maintaining control over all its consultants, sub consultants, contractors, or
subcontractors. The only contractual relationship created by this contract is between the Owner and
Contractor, and nothing in this contract shall create any contractual relationship between the Owner and
Contractor’s consultants, sub consultants, contractors, or subcontractors. The parties also agree that
Contractor is not the Owner's employee and that there shall be no:

(1) Withholding of income taxes by the Owner:

(2) Industrial insurance coverage provided by the Owner;

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

(4) Participation or contributions by either the independent contractor or the Owner to the public
employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the Owner.

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

= I[fagegregate limits of less than $2,000,000 are imposed on bodily injury and property damage,
Contractor must maintain umbrella lability insurance of at least $1,000,000. All aggregates must
be fully disclosed on the required certificate of insurance.

= The specified insurance requirements do not relieve Contractor of its responsibilities or limit the
amount of its liability to the Owner or other persons, and Contractor 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 Owner shall be
called upon to contribute to a loss.

§ 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include
(1) the Owner, the Architect and the Architect’s consultants as additional insureds for claims caused in whole or in
part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an
additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the
Contractor’s completed operations.

§ 14.2 OWNER’S LIABILITY INSURANCE
The Owner shall be responsible for purchasing and maintaining the Owner’s usual lability insurance.

§ 11.3 PROPERTY INSURANCE

§ 11.3.1 Unless otherwise provided, the Contractor shall purchase and maintain, in a company or companies lawfully
authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s
tisk “all-risk” or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract
Modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at
the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained,
unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who
are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person
or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered,
whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-
subcontractors in the Project.

§ 11.3.1.1 Property insurance shall be on an “all-risk” or equivalent policy form and shall include, without limitation,
insurance against the perils of fire (with extended coverage) and physical loss or damage including, without

Page 23 of 30

duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework,
testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any
applicable legal requirements, and shall cover reasonable compensation for Architect’s and Contractor’s services
and expenses required as a result of such insured loss.

§ 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work
in transit. The insurance shall include a permission to occupy endorsement.

§ 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company
or companies providing property insurance have consented to such partial occupancy or use by endorsement or
otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or
companies and shail, without mutual written consent, take no action with respect to partial occupancy or use that
would cause cancelation, lapse or reduction of insurance.

§ 11.3.2 BOILER AND MACHINERY INSURANCE (NOTE: Does the contract involve any new boilers, compressors or
pressure vessels? If so, keep Risk in the loop)

The Owner shal! purchase and maintain boiler and machinery insurance required by the Contract Documents or by
law, which shail specifically cover such insured objects during installation and until final acceptance by the Owner;
this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work,
and the Owner and Contractor shall be named insureds.

§ 11.3.3 LOSS OF USE INSURANCE
The Owner, at the Owner’s option, may purchase and maintain such insurance as will insure the Owner against loss
of use of ihe Owner’s property due to fire or other hazards, however caused.

§ 11.3.6 Before an exposure to loss may occur, the Contractor shall file with the Owner a copy of each policy that
includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable
conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision
that the policy wil] not be canceled or allowed to expire, and that its limits wilt not be reduced, until at least 30 days’
prior written notice has been given to the Contractor.

§ 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured Joss,
give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against
proceeds received as fiduciary. The Owner shali deposit m a separate account proceeds so received, which the
Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in
accordance with the method of binding dispute resolution selected in the Agreement between the Owner and
Contractor. lf after such Joss no other special agreement is made and unless the Owner terminates the Contract for
convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change
in the Work in accordance with Article 7.

§ 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers.

§ 11.4 PERFORMANCE BOND AND PAYMENT BOND

§ 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of
the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically
required in the Contract Documents on the date of execution of the Contract.

§ 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment

of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall
authorize a copy to be furnished.

Page 24 of 30

ARTICLE 12 UNCOVERING AND CORRECTION OF WORK

§ 12.1 UNCOVERING OF WORK

§ 12.1.1 Ifa portion of the Work is covered contrary to the Architect’s request or to requirements specifically
expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the
Architect’s examination and be replaced at the Contractor’s expense without change in the Contract Time.

§ 12,1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior
to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such
Work is in accordance with the Contract Documents, casts of uncovering and replacement shall, by appropriate
Change Order, be at the Owner’s expense. If such Work is not in accordance with the Contract Documents, such
costs and the cost of correction shall be at the Contractor’s expense unless the condition was caused by the Owner or
a separate contractor in which event the Owner shall be responsible for payment of such costs.

§ 12.2 CORRECTION OF WORK

§ 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION

The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of
the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated,
installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost
of uncovering and replacement, and compensation for the Architect’s services and expenses made necessary
thereby, shall be at the Contractor’s expense.

§ 12.2.2 AFTER SUBSTANTIAL COMPLETION

§ 12.2.2.4 In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of
Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties
established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents,
any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor
shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously
given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after
discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the
Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require
correction by the Contractor. If the Contractor fails to correct nonconforming Work within a reasonable time during
that period after receipt of notice from the Owner or Architect, the Owner may correct if in accordance with Section
2.4.

§ 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first
performed after Substantial Completion by the period of time between Substantial Completion and the actual
completion of that portion of the Work.

§ 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the
Contractor pursuant to this Section 12.2.

§ 12.2,3 The Contractor shall remove from the site portions of the Work that are not in accordance with the
requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.

§ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or
partially completed, of the Owner or separate contractors caused by the Contractor’s correction or removal of Work
that is not in accordance with the requirements of the Contract Documents.

§ 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to
other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for

the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents

may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the
Contractor’s Jiability with respect to the Contractor’s obligations other than specifically to correct the Work.

Page 25 of 30

§ 12.3 ACCEPTANCE OF NONCONFORMING WORK

If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the
Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as
appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.

ARTICLE 13 MISCELLANEOUS PROVISIONS

§ 13.1 GOVERNING LAW

The Contract shall be governed by the law of the place where the Project is located . All disputes arising from or in
connection with the Contract shall be brought in the State of New Hampshire, Superior Court Hillsborough South.

§ 13.2 SUCCESSORS AND ASSIGNS

§ 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal
representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided
in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the
other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain
legally responsible for all obligations under the Contract.

§ 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction
financing for the Project, if the lender assumes the Owner’s rights and obligations under the Contract Documents.
The Contractor shall execute all consents reasonably required to facilitate such assignment.

§ 13.3 WRITTEN NOTICE

Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the
firm or entity, or to an officer of the corporation for which it was intended; or if delivered al, or sent by registered or
certified mail or by courier service providing proof of delivery to, the last business address known to the party
giving notice.

§ 13.4 RIGHTS AND REMEDIES

§ 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder
shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available
by law.

§ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty
afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence ina
breach there under, except as may be specifically agreed in writing.

§ 13.5 TESTS AND INSPECTIONS

§ 13.5.1 Tests, inspections and approvals of portions of the Work shail be made as required by the Contract
Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public
authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and
approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public
authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect
timely notice of when and where tests and inspections are to be made so that the Architect may be present for such
procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until
after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or
applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor.

§ 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require
additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written
authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection
or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of
when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such
costs, except as provided in Section 13.5.3, shal! be at the Owner’s expense.

§ 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the
portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary

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by such failure including those of repeated procedures and compensation for the Architect’s services and expenses
shall be at the Contractor’s expense.

§ 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract
Documents, be secured by the Contractor and promptly delivered to the Architect.

§ 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the
Architect will do so promptly and, where practicable, at the normal place of testing.

§ 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid
unreasonable delay in the Work.

§ 13.6 INTEREST
Intentionally omitted,

ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT

§ 14.4 TERMINATION BY THE CONTRACTOR

§ 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 60 consecutive days
through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any
other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for
any of the following reasons:

1s Issuance of an order of a court or other public authority having jurisdiction that requires all Work to
be stopped;

2 Anact of government, such as a declaration of national emergency that requires all Work to be
stopped;

.8 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of
the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not
made payment on a Certificate for Payment within the time stated in the Contract Documents; or

4. The Owner has failed to furnish to the Contractor promptly, upon the Contractor’s request, reasonable
evidence as required by Section 2.2.1.

§ 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor,
Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work
under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work
by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of
days scheduled for completion, or 120 days in any 365-day period, whichever is less.

§ 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days”
written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work
executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages.

§ 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a
Subcontractor or their agents or employees or any other persons performing portions of the Work under contract
with the Contractor because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract
Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional
days’ written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided
in Section 14.1.3,

§ 14.2 TERMINATION BY THE OWNER FOR CAUSE
§ 14.2.1 The Owner may terminate the Contract if the Contractor
.1_ repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
2 fails to make payment to Subcontractors for materials or labor in accordance with the respective
agreements between the Contractor and the Subcontractors;
3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful
orders of a public authority; or
4 otherwise is guilty of substantial breach of a provision of the Contract Documents.

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