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21.

22.

23.

allow or cause to have such materials used for any purpose other than the performance of Independent
Contractor's obligations under this contract without the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Independent Contractor (including
those remitted to the City of Nashua by Independent Contractor pursuant to paragraph 20), unless
designated as confidential by a specific statue of the State of New Hampshire, shall be treated as public
records and shall be available for inspection and copying by any person, or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other materials
including but not limited to those contained in media of any sort (e.g., electronic, magnetic, digital) prepared
by or supplied to Independent Contractor in the performance of its obligations under this contract shall be
the subject of any application for a copyright or patent by or on behalf of Independent Contractor. The City
of Nashua shall have the right to reproduce any such materials.

independent Contractor expressly and indefinitely waives all of its rights to bring, including but not limited
to, by way of complaint, interpleader, intervention, or any third party practice, any claims, demands, suits,
actions, judgments, or executions, for damages or any other relief, in any administrative or judicial forum,
against the City of Nashua or any of its officers or employees, in either their official or individual capacity
of the City of Nashua, for violations of or infringement of the copyright or patent laws of the United States
or of any other nation. Independent Contractor agrees to indemnify, to defend, and to hold harmless the
City of Nashua, its representatives, and employees from any claim or action seeking to impose liability,
costs, and attorney fees incurred as a result of or in connection with any claim, whether rightful or otherwise,
that any material prepared by or supplied to Independent Contractor infringes any copyright or that any
equipment, material, or process (or any part thereof) specified by Independent Contractor infringes any
patent.

Independent Contractor shalt have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing materials,
concepts, products, or processes so they become non-infringing, or to obtain the necessary licenses to use
the infringing materials, concepts, products, or processes, provided that such substituted or modified
materiats, concepts, products, or processes shall meet all the requirements and be subject to all the terms
and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor shall notify
the City of Nashua in writing of the date of the completion of the work and request confirmation of the
completion from the City of Nashua. Upon receipt of the notice, the City of Nashua shall confirm to
Independent Contractor in writing that the whole of the work was completed on the date indicated in the
notice or provide Independent Contractor with a written list of work not completed. With respect to work
listed by the City of Nashua as incomplete, Independent Contractor shall promptly complete the work and
the final acceptance procedure shall be repeated. The date of final acceptance of a project by the City of
Nashua shall be the date upon which the Board of Public Works or other designated official accepts and
approves the notice of completion.

TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every nature due in
connection with any work performed under the contract and make any and all payroll deductions required
by law. The contract sum and agreed variations to it shall include all taxes imposed by law. Independent
Contractor hereby indemnifies and holds harmless the City of Nashua from any liability on account of any
and all such taxes, levies, duties, assessments, and deductions.

24.

25.

26,

27,

28.

29.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall be
considered waived by the City of Nashua. There shall be no waiver of any past or future default, breach,
or modification of any of the terms and conditions of the contract unless expressly stipulated to by the City
of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and remedies
available under the contract shall be in addition to and not a limitation of any duties, obligations, rights, and
remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee of the City of
Nashua to have any indirect or direct interest in this contract or the proceeds of this contract. Independent
Contractor warrants that no officer or employee of the City of Nashua has any direct or indirect interest,
whether contractual, noncontractual, financial or otherwise, in this contract or in the business of
Independent Contractor. If any such interest comes to the attention of Independent Contractor at any time,
a full and complete disclosure of the interest shall be immediately made in writing to the City of Nashua.
Independent Contractor also warrants that it presently has no interest and that it will not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of services required
to be performed under this contract. Independent Contractor further warrants that no person having such an
interest shall be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Independent 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 of Nashua may terminate
the contract at will or for cause in accordance with paragraph 8. Upon termination, Independent Contractor
shall refund to the City of Nashua any profits realized under this contract, and Independent Contractor shall
be Hable to the City of Nashua for any costs incurred by the City of Nashua in completing the work
described in this contract. At the discretion of the City of Nashua, these sanctions shall also be applicable
to any such conviction obtained after the expiration or completion of the contract.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Independent Contractor to any officer or employee of the City of Nashua 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 of Nashua
determines that such gratuities were or offered or given, it may terminate the contract at will or for cause
in accordance with paragraph 8.

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 of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent Contractor, including
any of their respective agents or employees, shall not be liable to third parties for any act or omission of the
other party. This contract is not intended to create any rights, powers, or interest in any third party and this
agreement is entered into for the exclusive benefit of the City of Nashua and Independent Contractor.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their nature
survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY {n the event that any provision of this contract is rendered invalid or unenforceable by any
valid act of Congress or of the New Hampshire legislature or any court of competent jurisdiction, or is

30.

31.

found to be in violation of state statutes or regulations, the invalidity or unenforceability of any particular
provision of this contract shall not affect any other provision, the contract shall be construed as if such
invalid or unenforceable provisions were omitted, and the parties may renegotiate the invalid or
unenforceable provisions for sole purpose of rectifying the invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire contract
between the City of Nashua and Independent Contractor. The parties shall not be bound by or be liable for
any statement, representation, promise, inducement, or understanding of any kind or nature not set forth in
this contract. No changes, amendments, or modifications of any terms or conditions of the contract shall
be valid unless reduced to writing and signed by both parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the State of New
Hampshire and any claim or action brought relating to this contract, the work performed or contracted to
be performed thereunder, or referable in anyway thereto shail be brought in Hillsborough County (New
Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9th Circuit Court—Nashua
and not elsewhere.

EXHIBIT B
SCOPE OF SERVICES, CONTRACT TIME, FEE SCHEDULE
PROFESSIONAL CONTRACTORING SERVICES

Scope of Services:

As per plans included in Addendum #1 dated February 12, 2021; specifications included in Appendix A 0292-021121 HVAC
Upgrade Scope of work, “Table of Contents” dated December 18, 2020; Addendum #2 dated February 16, 2021; Addendum
#3 dated February 22, 2021; and Turnstone Corporation Proposal dated February 25, 2021.

Contract Timeline

Construction Start Date - 30 days from Official Contract Approval.

Substantial Completion — 12 Months from Construction Start Date.

Final Completion — 15 Months from Construction Start Date. (Due to the change from heating to cooling or vise
versa)

Fee Schedule

Refer to Turnstone Corporation proposal submitted February 25, 2021, specifically “Detailed Cost Proposal” dated
February 25, 2021 with accepted alternates noted in the “Scope Narrative.” Accepted Alternates include Deduct
for not providing 40 shovels and hardhats ($1,800.00), Deduct for not providing Building Code Manuals
($1,500.00) and Deduct for not providing a separate program manager field office and furnishings ($9,220.00).

Professional Contracting Services

Turnstone Corporation will provide services as defined in the plans included in Addendum #1 dated February 12, 2021; per
specifications included in Appendix A 0292-021121 HVAC Upgrade Scope of work, “Table of Contents” dated December
18, 2021 and as stated in the Turnstone Corporation proposal dated February 25, 2021 with accepted alternates as stated
above.

THE AMERICAN INSTITUTE OF ARCHITECTS

Premium Amount Based
on Final Contract Amount

Bond No. 0231676
AIA Document A312
Performance Bond

Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.

CONTRACTOR (Name and Address): SURETY (Name and Principle Place of Business):
TURNSTONE CORPORATION BERKLEY INSURANCE COMPANY
479 NASHUA STREET PO BOX 9010

MILFORD, NH 03055 WESTBROOK, ME 04098

OWNER (Name and Address):

CITY OF NASHUA, NH
229 MAIN STREET
NASHUA, NH 03060

CONSTRUCTION CONTRACT
Date: APRIL 8, 2021
Amount: THREE MILLION SIX HUNDRED ONE THOUSAND SEVEN HUNDRED SIXTY SEVEN AND 00/100
DOLLARS ($3,601 ,767.00)
Description (Name and Location):
NASHUA POLICE DEPARTMENT HVAC

BOND
Date (No earlier than Construction Contract Date): APRIL 8, 2021
Amount: THREE MILLION SIX HUNDRED ONE THOUSAND SEVEN HUNDRED SIXTY SEVEN AND 00/100

DOLLARS ($3,601 ,767.00)

Modifications to this Bond: [X] None [ ] See Page 3

CONTRACTOR AS PRINCIPAL SURETY

COMPANY: (Corporate Seal) COMPANY: (Corporate Seal}
TURNSTONE CORPORATION BERKLEY INSURANCE COMPANY

(Any additional @tgnatures appear on page 3)

FOR INFORMATION ONLY-Name, Address, and Telephone OWNER'S REPRESENTATIVE (Architect,
AGENT OR BROKER: or Engineer or other party):

FIAL INC. DBA CROSS INSURANCE-MANCHESTER

1100 ELM STREET

MANCHESTER, NH 03103

AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED., AIA 0 A 312-1984 1
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON D.C. 20006
THIRD PRINTING - MARCH 1987

1. The Contractor and the Surety, jointly and severally,
bind themselves, their heirs, executors, administrators,
successors, and assigns to the Owner for the performance
of the Construction Contract, which is incorporated herein
by reference.

2. If the Contractor performs the Construction Contract,
the Surety and the Contractor shall have no obligation
under this Bond, except to participate in conferences as
provided in Subparagraph 3.1.

3. If there is no Owner Default, the Surety’s obligation
under this Bond shall arise after:

3.1 The Owner has notified the Contractor and the
Surely at its address described in Paragraph 10 below
that the Owner is considering declaring a Contractor
Default and has requested and attempted to arrange a
conference with the Contractor and the Surety to be
held not later than fifteen days after receipt of such
notice to discuss methods of performing the Construc-
tion Contract. If the Owner, the Contractor and the
Surety agree, the Contractor shall be allowed a reason-
able time to perform the Construction Contract, but
such an agreement shall not waive the Owner's right, if
any, subsequently to declare a Contractor Default; and

3.2 The Owner has declared a Contractor Default and
formally terminated the Contractor's right to complete
the contract. Such Contractor Default shall not be de-
clared earlier than twenty days after the Contractor and
the Surety have received notice as provided in Sub-
paragraph 3.1; and

3.3 The Owner has agreed to pay the Balance of the
Contract Price to the Surety in accordance with the
terms of the Construction Contract or to a contractor
selected to perform the Construction Contract in accor-
dance with the terms of the contract with the Owner.

4, When the Owner has satisfied the conditions of Para-
graph 3, the Surety shall promptly and at the Surety's ex-
pense take one of the following actions:

4.1 Arrange for the Contractor, with consent of the
Owner, to perform and complete the Construction
Contract; or

4.2 Undertake to perform and complete the Construc-
tion Contract itself, through its agents or through inde-
pendent contractors; or

4.3 Obtain bids or negotiated proposals from

qualified contractors acceptable to the Owner for a
contract for performance and completion of the Gon-
struction Contract, arrange for a contract to be pre-
pared for execution by the Owner and the contractor
selected with the Gwner's concurrence, to be secured
with performance and payment bonds executed by a
qualified surety equivalent te the bonds issued on the
Construction Contract, and pay to the Owner the
amount of damages as described in Paragraph 6 in ex-
cess of the Balance of the Contract Price incurred by the
Owner resulting from the Contractor's default; or

4.4 Waive its rights to perform and complete, arrange
for completion, or obtain a new contractor and with

reasonable promptness under the circumstances:

-1 After investigation, determine the amount for which it may be
liable te the Owner and, as soon as practicable after the amount is
determined, tender payment therefore to the

Owner, or

2 Deny liability in whole or in part and notify the Owner

citing reasons therefore.

5. Ifthe Surety does not proceed as provided in Paragraph
4 with reasonable promptness, the Surety shall be deemed
to be in default on this Bond fifteen days after receipt of an
additional written notice from the Owner to the Surety
demanding that the Surety perform its obligations under
this Bond, and the Owner shall be entitled to enforce any
remedy available to the Owner. Ifthe Surety proceeds as
provided in Subparagraph 4.4, and the Owner refuses the
payment tendered or the Surety has denied liability, in
whole or in part, without further notice the Owner shall be
entitled to enforce any remedy available to the Owner.

6. After the Owner has terminated the Contractor's right
to complete the Construction Contract, and if the Surety
elects to act under Subparagraph 4.1, 4.2, or 4.3 above,
then the responsibilities of the Surety to the Owner shall
not be greater than those of the Contractor under the
Construction Contract, and the responsibilities of the
Owner to the Surety shail not be greater than those of the
Owner under the Construction Contract. To the limit of the
amount of this Bond, but subject ta commitment by the
Owner of the Balance of the Contract Price to mitigation of
costs and damages on the Construction Contract, the Sure-
ty is obligated without duplication for:

6.1 The responsibilities of the Contractor for correc-
tion of defective work and completion of the Construc-
tion Contract;

6.2 Additional legal, design professional and delay
costs resulting from the Contractor's Default, and re-
sulting fram the actions or failure to act of the Surety
under Paragraph 4; and

6.3 Liquidated damages, or if no liquidated damages
are specified in the Construction Contract, actual dam-
ages caused by delayed performance or non-perfor-
mance of the Contractor.

7. The Surety shall not be fiable to the Owner or others for
obligations of the Contractor that are unrelated to the Con-
struction Contract, and the Balance of the Contract Price
shall not be reduced or set off on account of any such
unrelated obligations. No right of action shall accrue on
this Bond to any person or entity other than the Owner or
its heirs, executors, administrators, or successors.

8. The Surety hereby waives notice of any change, includ-
ing changes of time, to the Construction Contract or to
related subcontracts, purchase orders and other obligations.

9. Any proceeding, legal or equitable, under this Bond may
be instituted in any court of competent jurisdiction in

the location in which the work or part of the work is jocated
and shall be instituted within two years after Contractor
Default or within two years after the Contractor ceased
working or within two years after the Surety refuses or fails
to perform its obligations under this Bond, whichever oc-
curs first. If the provisions of this Paragraph are void or
prohibited by law, the minimum period of limitation avail-

DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1994 ED., AIA o

A 312-1984 2

THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C.20006

THIRD PRINTING - MARCH 1987

able to sureties as a defense in the jurisdiction of the suit
shall be applicable.

10. Notice to the Surety, the Owner or the Contractor shall
be mailed or delivered to the address shown on the signature

page.

11. When this Bond has been furnished to comply with a
statutory or other legal requirement in the location where
the construction was to be performed, any provision in this
Bond conflicting with said statutory or egal requirement
shall be deemed deleted here from and provisions con-
forming to such statutory or other legal requirement shalt
be deemed incorporated herein. The intent is that this
Bond shall be construed as a statutory bond and not as a
common law bond.

12 DEFINITIONS
12.1 Balance of the Contract Price: The totaf amount
payable by the Owner to the Contractor under the

Construction Contract after all proper adjustments
have been made, including allowance to the Con-

MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:

tractor of any amounts received or to be received by
the Owner in settlement of insurance or other claims

for damages to which the Contractor is entitled, reduced
by all valid and proper payments made to or on

behalf of the Contractor under the Construction Con-
tract.

12.2 Construction Contract: The agreement between
the Owner and the Contractor identified on the sig-
nature page, including ail Contract Documents and
changes thereto.

12.3 Contractor Default: Faiture of the Contractor,
which has neither been remedied nor waived, to per-
form or otherwise to comply with the terms of the
Construction Contract.

12.4 Owner Default: Failure of the Owner, which has
neither been remedied nor waived, to pay the Con-
tractor as required by the Construction Contract or to
perform and complete or comply with the other terms
thereof.

(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)

CONTRACTOR AS PRINCIPAL SURETY

Company: (Corporate Seal) Company: (Corporate Seal)
Signature: Signature:

Title: Name and Title:

Address: Address:

AIA DOCUMENT A312 PERFORMANE BOND AN PAYMENT BOND DECEMBER 1984 3D, AIAG A312-1984 3

THE AMERICAN INSTITUTE OF ARCHITECTS, 1738 NEW YORK AVE., N.W., WASHINGTON, D.C, 20006
THIRG PRINTING - MARCH 1987

Name and

Board of Aldermen — 11/14/17 Page 6
NEW BUSINESS — RESOLUTIONS

R-17-144
Endorser: Alderman-at-Large Lori Wilshire

Alderman Ben Clemons
APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN

THE NASHUA BOARD OF POLICE COMMISSIONERS AND TEAMSTERS LOCAL 633 FROM
JULY 1, 2017 THROUGH JUNE 30, 2020 AND AUTHORIZING A RELATED TRANSFER OF $15,428
Given its first reading; assigned to the BUDGET REVIEW COMMITTEE by President McCarthy

R-17-145
Endorsers: Alderman-at-Large Lori Wilshire

Alderman Ben Clemons
APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN

THE NASHUA BOARD OF POLICE COMMISSIONERS AND NASHUA POLICE COMMUNICATION
EMPLOYEES N.E.P.B.A. LOCAL 125, |.U.P.A., AFL-CIO FROM JULY 1, 2016 THROUGH JUNE 30,
2019 AND AUTHORIZING A RELATED TRANSFER OF $42,200

Given its first reading; assigned to the BUDGET REVIEW COMMITTEE by President McCarthy

R-17-146
Endorsers: Mayor Jim Donchess
Alderman-at-Large Brian S. McCarthy
Alderman-at-Large Lori Wilshire
Alderman Tom Lopez
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Richard Dowd
Alderman June M. Caron
Alderman Ben Clemons
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $300,000 FROM THE STATE
OF NEW HAMPSHIRE, DEPARTMENT OF SAFETY “STATE HOMELAND SECURITY GRANT
PROGRAM” INTO CITYWIDE COMMUNICATIONS GRANT ACTIVITY “2017 NASHUA/
MANCHESTER COMMUNICATIONS REDUNDANCY GRANT”
Given its first reading; assigned to the HUMAN AFFAIRS COMMITTEE by President McCarthy

R-17-147
Endorser: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderman Richard Dowd
Alderman June M. Caron
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Tom Lopez
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $15,000 FROM THE UNITED STATES
DEPARTMENT OF HOMELAND SECURITY AND THE NEW HAMPSHIRE DEPARTMENT OF
SAFETY INTO EMERGENCY MANAGEMENT GRANT ACTIVITY “2016 PRE-DISASTER MITIGATION
(PDM) GRANT”
Given its first reading; assigned to the HUMAN AFFAIRS COMMITTEE by President McCarthy

R-17-148
Endorser: Mayor Jim Donchess
APPROVING AN AMENDMENT TO THE LEASE AND OPERATING AGREEMENT WITH AVSG LP

Given its first reading; assigned to the FINANCE COMMITTEE by President McCarthy

THE AMERICAN INSTITUTE OF ARCHITECTS

Premium Amount Based
on Final Contract Amount

Bond No. 0231676
ALA Document A312
Payment Bond

Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.

CONTRACTOR (Name and Address): SURETY (Name and Principle Place of Business):
TURNSTONE CORPORATION BERKLEY INSURANCE COMPANY
479 NASHUA STREET PO BOX 9010

MILFORD, NH 03055 WESTBROOK, ME 04098

OWNER (Name and Address):
CITY OF NASHUA, NH
229 MAIN STREET
NASHUA, NH 03060

CONSTRUCTION CONTRACT
Date: APRIL 8, 2021
Amount: THREE MILLION SIX HUNDRED ONE THOUSAND SEVEN HUNDRED SIXTY SEVEN AND 00/100
DOLLARS ($3,601,767.00)
Description (Name and Location):
NASHUA POLICE DEPARTMENT HVAC

BOND
Date (No earlier than Construction Contract Date): APRIL 8, 2021
Amount: THREE MILLION SIX HUNDRED ONE THOUSAND SEVEN HUNDRED SIXTY SEVEN AND 00/100

DOLLARS ($3,601,767.00)

Modifications to this Bond: [X] None [ ] See Page 3
CONTRACTOR AS PRINCIPAL SURETY

COMPANY: (Corporate Seal} COMPANY: (Corporate Seal}
e BERKLEY INSURANCE COMPANY

Signature:
Name an

itle: ELIZABETH A. MORRISSETTE,
ATTORNEY-IN-FACT

FOR INFORMATION ONLY-Name, Address and Telephone OWNER'S REPRESENTATIVE (Architect,
AGENT OR BROKER: Engineer or other party):

FIAI INC. DBA CROSS INSURANCE-MANCHESTER

1100 ELM STREET

MANCHESTER, NH 03103

AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED., AIAO
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006
A312-1984 4THIRD PRINTING - MARCH 1987

1. The Contractor and the Surety, jointly and severally,
bind themselves, their heirs, executors, administrators,
successors, and assigns to the Owner to pay for labor,
materials and equipment fumished for use in the perfor-
mance of the Construction Contract, which is incorpo-
rated herein by reference.
2. With respect to the Owner, this obligation shall be
null and void if the Contractor:
2.1 Promptly makes payment, directly, or indirectly,
for all sums due Claimants, and

2.2 Defends, indemnifies and holds harmless the
Owner from claims, demands, liens or suits by any
person or entity whose claim, demand, lien or suit is
for the payment for labor, materials, or equipment fur-
nished for use in the performance of the Construction
Contract, provided the Owner has promptly notified
the Contractor and the Surety (at the address
described in Paragraph 12) of any claims, demands,
liens, or suits and tendered defense of such claims,
demands, liens or suits to the Contractor and the
Surety, and provided there is no Owner Default.

3. With respect to Claimants, this obligation shall be

null and void if the Contractor promptly makes payment,

directly or indirectly, for all sums due.

4, The Surety shall have no obligation to Claimants

under this Bond until:
4.1 Claimants who are employed by or have a direct
contract with the Contractor have given notice to the
Surety (at the address described in Paragraph 12) and
sent a copy, or notice thereof, to the Owner, stating
that a claim is being made under this Bond and, with
substantial accuracy, the amount of the claim.
4,2 Claimants who do not have a direct contract
with the Contractor:

-1 Have furnished written notice to the Con-
tractor and sent a copy, or notice thereof, to
the Owner, within 90 days after having last
performed labor or last furnished materials or
equipment included in the claim stating, with
substantial accuracy, the amount of the claim
and the name of the party to whom the
materials were furnished or supplied or for
whom the labor was done or performed; and
2 Have either received a rejection in whole or
in part from the Contractor, or net received
within 30 days of furnishing the above no-
tice any communication from the Contractor
by which the Contractor has indicated the
claim will be paid directly or indirectly; and

-3 Not having been paid within the above 30
days, have sent a written notice to the Surety
(at the address described in Paragraph 12) and
sent a copy, or notice thereof, to the Owner,
stating that a claim is being made under this
Bond and enclosing a copy of the previous
written notice furnished to the Contractor.

§. If a notice required by Paragraph 4 is given by the Owner to the

Contractor or to the Surety that is sufficient compliance.

6. When the Claimant has satisfied the conditions of
Paragraph 4, the Surety shall promptly and at the
Surety's expense take the following actions:
6.f Send an answer to the Claimant, with a copy to
the Owner, within 45 days after receipt of the claim,

stating the amounts that are undisputed and the basis

for challenging any amounts that are disputed.

6.2 Pay or arrange for payment of any undisputed
amounts,
7. The Surety's total obligation shall not exceed the
amount of this Bond, and the amount of this Bond shall be
credited for any payments made in good faith by the Surety.
8. Amounts owed by the Owner to the Contractor under
the Construction Contract shall be used for the perfor-
mance of the Construction Contract and to satisfy claims,
if any, under any Construction Performance Bond. By
the Contractor furnishing and the Owner accepting this
Bond, they agree that all funds eared by the Contractor
in the performance of the Construction Contract are
dedicated to satisfy obligations of the Contractor and
the Surety under this Bond, subject to the Owner's prior-
ity to use the funds for the completion of the work,
9. The Surety shail not be liable to the Owner, Claimants
or others for obligations of the Contractor that are unrelat-
ed to the Construction Contract. The Owner shall not be
liable for payment of any costs or expenses of any Claim-
ant under this Bond, and shall have under this Bond no obli-
gations to make payments to, give notices on behalf of, or
otherwise have obligations to Claimants under this Bond.
10. The Surety hereby waives notice of any change,
including changes of time, to the Construction Contract
or to related subcontracts, purchase orders and other obligations.
11. No suit or action shall be commenced by a Claimant
under this Bond other than in a court of competent juris-
diction in the location in which the work or part of the
work is located or after the expiration of one year from the
date (1) on which the Claimant gave the notice required by

Subparagraph 4.1 or Clause 4.2.3, or (2) on which the last
labor or service was performed by anyone or the last mate-
rials or equipment were furnished by anyone under the Con-
struction Contract, whichever of (1) or (2) first occurs. If the
provisions of this Paragraph are void or prohibited by law,
the minimum period of limitation available to sureties as a
defense in the jurisdiction of the suit shall be applicable.

12. Notice to the Surety, the Owner or the Contractor

shall be mailed or delivered to the address shown on the
signature page. Actual receipt of notice by Surety, the
Owner or the Contractor, however accomplished, shall

be sufficient compliance as of the date received at the
address shown on the signature page.

13, When this Bond has been furnished to comply with a
statutory or other legal requirement in the location where
the construction was to be performed, any provision in this
Bond conflicting with said statutory or legal requirement
shall be deemed deleted here fram and provisions con-
forming to such statutory or other legal requirement shall
be deemed incorporated herein. The intent is that this

AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED., AIAG A312-1984 5
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006

THIRD PRINTING - MARCH 1987