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The City’s preference is to replace the existing Waukesha Engine with 2 CAT engines.
What is the preferred CAT engine model?

Answer: We expect the consultant to meet with CAT representatives to go over suitable
CAT gas generators based on the design parameters determined by the consultant. Once
a suitable CAT model is determined it will be discussed with the City for final approval.

What is the future expansion plan for gas production and electrical consumption?

Answer: At this time we do not know how much to expect for an increase in digester gas
production. There could be slightly higher loadings to the digester with upgrades to the
primary sedimentation tanks (currently in design phase, upgrades are expected to be
complete in about 2-3 years) which may result in slightly higher gas production. As the
City population continues to grow, more solids will feed the digester resulting in an
increased gas production. However, the rate of growth is very slow. In summary we do
not expect much greater gas production than the system currently produces for the near
future unless a supplemental food source (more septic loads, food waste...) is brought in.

Please provide information on the existing plant control system (Delta V, etc.).

Answer. The gas generator will be controlled by a control panel mounted on or adjacent
to it. This was the arrangement when the Waukesha generator was operational. SCADA
is used to monitor the cogen system: check gas production, flow rates, check generator
production (Kw), check coolant temperature, review trending...

What are the evaluation parameters for the gas cleansing room, exhaust gas flare, gas
hold tank feed system?

Answer: The crux of this project is to replace the existing Waukesha generator with 2
new CAT generators each sized to meet the gas generation production rate, and the
replacement of associated components in need of replacement (heat exchangers, exhaust
system, controls...)._ However, we expect the consultant to conduct an overall evaluate
the other components of the cogen system. Equipment in the gas cleansing room, boiler
room... Should be evaluated to be certain it is sized correctly and also an estimate of the
useful remaining life. Any recommendations for changes should be noted in the
preliminary design report. If something is in need of immediate replacement it may be
added to the project depending on costs.

What level of assistance should the bidder provide during the bid phase?

Answer: The consultant being hired is just for the design and bidding phases of this
project. The City will send the project out to bid and will seek assistance from the
consultant to answer Contractor questions concerning the plans and specs. We will also
request the consultant to recommend the lowest qualified bidder.

®
ACCORD

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
6/16/2017

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE iSSUING INSURER(S), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the

certificate holder in lieu of such endorsement(s).

PRODUCER

Burgin, Platner, Hurley Insurance Agency, LLC

14 Franklin St.

as Janet Sweeney, CIC, CPCU
PHONE exp, (617) 691-2628

es No); (617) 472-7248

EMAL 5. JS2@bphins.com

INSURER(S) AFFORDING COVERAGE NAIC #
Quincy MA 02169 INSURER A:Great Divide Insurance Company
INSURED INSURERB:Excelsior Insurance Company 11045

Waldron Engineering & Construction, Inc.

iNsURERC:‘Nautilus Insurance Company

37 Industrial Drive INSURER D :
Suite G- 1 INSURER E :
Exeter NH 03833 INSURER F :
COVERAGES CERTIFICATE NUMBER:2017-2018 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL |SUBR| POLICY EFF | POLICY EXP
LTR TYPE OF INSURANCE IN D POLICY NUMBER (MMI/DD/YYYY) | (MM/DD/YYYY) LIMITS
GENERAL LIABILITY GLP2012054-13 EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
X | COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) _| $ 100,000
c CLAIMS-MADE [x] OCCUR Y|Y 6/25/2017 6/25/2018 | wep EXP (Any one person) | $ 5,000
|_| PERSONAL & ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 3,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG | $ 3,000,000
POLICY x | FRO: | LOC $
COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY (Ea accident) $ 1,000,000
B ANY AUTO BODILY INJURY (Per person) | $
Autos iio. YIN 6/25/2017 |6/25/2018 | BobILy INJURY (Per accident)| $
x | NON-OWNED PROPERTY DAMAGE $
HIRED AUTOS AUTOS (Per accident)
Underinsured motorist $
UMBRELLA LIAB | X | occur Y | Y jrx2012059-14 EACH OCCURRENCE $ 5,000,000
Cc EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000
DED | | RETENTION $ Follow Form Excess Liab. |6/25/2017 (6/25/2018 $
A. | WORKERS COMPENSATION Y $yca2012053-13 WC STATU- OTH-
AND EMPLOYERS ' LIABILITY YIN X | TORY Limits ER
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? NIA 6/25/2017 16/25/2018 : £000,000
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | $ 1,000,000
C | Professional $50,000 ded CCP2012057-14 6/25/2017 \6/25/2018 | Each Claim/Shared Aggregate $5,000,000
C | Pollution $10,000 Ded. ¥ | Y cp2012057-14 6/25/2017 \6/25/2018 | Ea Poll COndition/Shared Agg $5,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

CERTIFICATE HOLDER

CANCELLATION

For Proposal Only

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

~ ro , Fae lt ol
K Besse, CIC CISR CPI > * Ee a:

ACORD 25 (2010/05)
INS025 rominon 91

© 1988-2010 ACORD CORPORATION. All rights reserved.

Tha ACORD nama and Inan ara ranictarad marke af ACORN

COST OR PRICE SUMMARY FORMAT FOR SUBAGREEMENTS UNDER NH SAG & SRF

Form Approved
DES 02/06

PART I - GENERAL

1. GRANTEE / LOANEE
City of Nashua

2. GRANT/LOAN NO.

3. NAME OF CONTRACTOR OR SUBCONTRACTOR

Waldron Engineering and Construction, Inc.

4. DATE OF PROPOSAL
Sept 15, 2017

5. ADDRESS OF CONTRACTOR OR SUBCONTRACTOR (Include ZIP)

37 Industrial Drive, Exeter Suite G-1, NH 03833

6. TYPE OF SERVICE TO BE FURNISHED
Design for Energy Recovery Generator Upgrade

PART II - COST SUMMARY

HOURLY ESTIMATED
7. DIRECT LABOR (Specify labor categories) HOURS RATE COST TOTALS
Project Manager 72 72 5,184
Mechanical Project Engineer 40 45 1,800
Structural Project Engineer 24 67 1,608
Electrical Project Engineer 48 48 2,280
Control Project Engineer 12 49 583.2
Staff Engineer 278 31 8,618
Lead Designer 42 39 1638
Staff Designer 183 32 5,856
DIRECT LABOR TOTAL: 699 $27,568 $27,568
ESTIMATED
8. INDIRECT COSTS (Specify indirect cost pools) RATE X BASE = COST
190% $27,568 $52,379
INDIRECT COSTS TOTAL: $52,379
9. OTHER DIRECT COSTS
a. TRAVEL ESTIMATED
COST
(1) TRANSPORTATION 500
(2) PER DIEM
TRAVEL COSTS TOTAL: 500
b. EQUIPMENT, MATERIALS, SUPPLIES ESTIMATED
(Specify categories) QTY COST COST
EQUIPMENT SUBTOTAL:
c. SUBCONTRACTS ESTIMATED
COST
Wrighi Pierce $20,900
SUBCONTRACTS SUBTOTAL: $20,900
d. OTHER (Specify categories) ESTIMATED
COST
OTHER SUBTOTAL: $0
c. OTHER DIRECT COSTS TOTAL: $21,400
10. TOTAL ESTIMATED COST $101,347
11. PROFIT $7,995
12. TOTAL PRICE $109,342

Page | of 2

PART IH - PRICE SUMMARY

COMPETITOR'S CATALOG LISTINGS, IN-HOUSE ESTIMATES, PRIOR QUOTES
13. (Indicate basis for price comparison)

MARKET
PRICE (S)

PROPOSED
PRICE

PART IV - DIRECT LABOR BY CATEGORY

14. INSERT THE APPROPRIATE WORK CATEGORY IN THE TABLE BELOW. WORK CATEGORIES WOULD INCLUDE BUT

NOT BE LIMITED TO THOSE CATEGORIES SHOWN IN THE CONTRACT DOCUMENTS SUCH AS DESIGN, SURVEY,

SUBSURFACE, CADASTRAL, 0&M MANUAL, ADMINISTRATION, INSPECTION, RECORD DWGS, START-UP, SPECIAL

SERVICES, ETC.

Work category

Phase > ! 2 3 4 re Rate Cost
Project Manager 28 22 17 5 72 72 5184
Lead Engineer 42 58 14 10 124 51 6272
Staff Engineer 100 116 32 30 278 3] 8618
Lead Designer 8 27 5 2 42 39 1638
Staff Designer 23 119 27 14 183 32 5856
Technician
Clerical 20
Total - Sy Cost $27,568

Page 2 of 2

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24.
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26.
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29.
30.
31.

EXHIBIT C
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA COOPERATION

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

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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—

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Professional Engineer”, and its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL ENGINEER STATUS The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only
contractual relationship created by this contract is between the City of Nashua and Professional
Engineer, and nothing in this contract shall create any contractual relationship between the City
of Nashua and Professional Engineer's consultants, sub consultants, contractors, or
subcontractors. The parties also agree that Professional Engineer is not a City of Nashua
employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

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

(4) Participation or contributions by either the Professional Engineer or the City of
Nashua to the public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City of Nashua.

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

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

GC 2 of 11

4. CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Professional Engineer, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

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

When Professional Engineer seeks changes, Professional Engineer shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Professional Engineer should proceed with any or all of the proposed change.

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

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Professional Engineer in the performance of its work under this contract and that such
personnel will be available to Professional Engineer for consultation at reasonable times and after
being given sufficient advance notice that will prevent conflict with their other responsibilities.
The City of Nashua also agrees to provide Professional Engineer with access to City of Nashua
records in a reasonable time and manner and to schedule items that require action by the Board of
Public Works and Finance Committee in a timely manner. The City of Nashua and Professional
Engineer also agree to attend ail meetings called by the City of Nashua or Professional Engineer
to discuss the work under the Contract, and that Professional Engineer may elect to conduct and
record such meetings and shall later distribute prepared minutes of the meeting to the City of
Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Engineer warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing,
and has concluded that the City of Nashua's resolution of each matter is satisfactory to
Professional Engineer. All future questions Professional Engineer may have concerning
interpretation or clarification of this contract shall be submitted in writing to the City of Nashua
within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis
for Professional Engineer's question or position. The City of Nashua representative shall render a

GC 3 of 11

decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any work
affected by a conflict, error, omission, or discrepancy which has been performed by Professional
Engineer prior to having received the City of Nashua's resolution shall be at Professional
Engineer's risk and expense. At all times, Professional Engineer shall carry on the work under
this contract and maintain and complete work in accordance with the requirements of the contract
or determination of the City 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:

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

Ne

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.
Professional 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:

1. 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.

GC 4 of 11

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 performance of work terminated, abandoned, or suspended under the notice,
assign to the City of Nashua any orders or sub contracts specified in the notice, and
revoke agreements specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until
receipt of a written notice from the City of Nashua to resume performance.

In the event of a termination for cause, 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, less all previous payments. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work. Any
such payment may be adjusted to the extent of any additional costs occasioned to the City of
Nashua by reasons of Professional Engineer's failure. Professional Engineer shall not be relieved
of liability to the City of Nashua for damages sustained from the failure, and the City of Nashua
may withhold any payment to the Professional Engineer until such time as the exact amount of
damages due to the City of Nashua is determined. All claims for payment by the Professional
Engineer must be submitted to the City of Nashua within 30 days of the effective date of the
notice of termination.

If after termination for the failure of Professional Engineer to adhere to any of 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, it is
determined that Professional Engineer had not so failed, the termination shall be deemed to have
been a termination at will. In that event, the City of Nashua shall, if necessary, make an
adjustment in the compensation paid to Professional Engineer such that Professional Engineer
receives total compensation in the same amount as it would have received in the event of a
termination-at-will.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of
Nashua may take over the work and prosecute it to completion by agreement with another party
or otherwise. In the event Professional Engineer shall cease conducting business, the City of
Nashua shall have the right to solicit applications for employment from any employee of the
Professional Engineer assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or
future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Professional Engineer's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Professional Engineer's control.

DISPUTE RESOLUTION _ The parties shall attempt to resolve any dispute related to this contract
as follows. Either party shall provide to the other party, in writing and with full documentation to
verify and substantiate its decision, its stated position concerning the dispute. No dispute shall be
considered submitted and no dispute shall be valid under this provision unless and until the
submitting party has delivered the written statement of its position and full documentation to the
other party. The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation between the City of Nashua Representative and a Professional Engineer
Representative. At all times, Professional Engineer shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the City of Nashua. If the parties are unable to resolve their dispute
as described above within 30 days, the parties may request that the dispute be submitted to the

GC 5 of 11