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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

Page 26 of 30

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.

Page 27 of 30

§ 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that
sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and
after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of
the Contractor and may, subject to any prior rights of the surety:
.4 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and
construction equipment and machinery thereon owned by the Contractor;
2 Accept assignment of subcontracts pursuant to Section 5.4; and
3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written
request of the Contractor, the Owner shail furnish to the Contractor a detailed accounting of the costs
incurred by the Owner in finishing the Work.

§ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall
not be entitled to receive further payment until the Work is finished.

§ 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for
the Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not
expressly waived, such excess shalt be paid to the Contractor. If such costs and damages exceed the unpaid balance,
the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case
may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall
survive termination of the Contract.

§ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
§ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in
whole or in part for such period of time as the Owner may determine.

§ 14.3.2 The Contract Sum and Contract Time may be adjusted for increases in the cost and time caused by
suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum may include profit.
No adjustment shall be made to the extent
1 that performance is, was or would have been so suspended, delayed or interrupted by another cause
for which the Contractor is responsible; or
2 that an equitable adjustment is made or denied under another provision of the Contract.

§ 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
§ 14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause.

§ 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the
Contractor shall
.1 cease operations as directed by the Owner in the notice;
2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;
and
3 except for Work directed to be performed prior to the effective date of termination stated in the
notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts
and purchase orders.
A assist Owner in the orderly transition of the Work to another contractor of the Owner’s choosing or
to the Owner in the Owner's sole discretion.

§ 14.4.3 In case of such termination for the Owner’s convenience, the Contractor shall be entitled to receive payment
for Work executed, and costs incurred by reason of such terminationon the Work not executed.

ARTICLE 15 CLAIMS AND DISPUTES

§ 15.4 CLAIMS

§ 15.1.1 DEFINITION

A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other
relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in

Page 28 of 30

question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to
substantiate Claims shall rest with the party making the Claim.

§ 15.1.2 NOTICE OF CLAIMS
Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial
Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker.

§ 15.1.3 CONTINUING CONTRACT PERFORMANCE

Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article
14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make
payments in accordance with ihe Contract Documents. The Architect will prepare Change Orders and issue
Certificates for Payment in accordance with the decisions of the Initial Decision Maker.

§ 15.1.4 CLAIMS FOR ADDITIONAL COST

If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall
be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency
endangering life or property arising under Section 10.4.

§ 15.1.5 CLAIMS FOR ADDITIONAL TIME

§ 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided
herein shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on
progress of the Work, In the case of a continuing delay, only one Claim is necessary.

§ 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be
documented by data substantiating that weather conditions were abnormal for the period of time, could not have
becn reasonably anticipated and had an adverse effect on the scheduled construction.

§ 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to
this Contract. This mutual waiver includes
4 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing,
business and reputation, and for loss of management or employee productivity or of the services of
such persons; and
2 damages incurred by the Contractor for principal office expenses including the compensation of
personnel stationed there, for losses of financing, business and reputation, and for loss of profit
except anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential dainages due to either party’s termination
in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of
liquidated damages, when applicable, in accordance with the requirements of the Contract Documents.

§ 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if
any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner
may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy.

§ 15.2.8 Ifa Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines.

§ 15.3 MEDIATION
§ 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those
waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 may be subject to mediation.

§ 15.3.2 The parties may endeavor to resolve their Claims by mediation. A request for mediation shal! be made in
writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation.

Page 29 of 30

§ 15.3.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the
place where the Project is located, unless another location is mutually agreed upon. Agreements reached in
mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof,

§ 15.4 ARBITRATION
§ 15.4.1 Intentionally omitted.
§ 15.4.1.1 Intentionally omitted.

§ 15.4.2 Intentionally omitted.
§ 15.4.3 Intentionally omitted.

§ 15.4.4 CONSOLIDATION OR JOINDER Intentionally omitted.

Page 30 of 30

Letter of Intent

PS ST Fae

MARTINI

ae tee rear men tt pied ae

LETTER OF INTENT TO ENTER INTO A CONTRACT AND PRELIMINARY

Date: September 10, 2019

CONTRACT

It is the intent of The City of Nashua (Owner) to enter into a modified form of the standard
Nashua Construction Contract with Martini Northern, LLC for the project as outlined below.
Martini Northern, LLC is hereby authorized to begin work providing the services listed below.
The Owner will pay Martini Northern, LLC for these services.

Agreement Between: Owner:

Contractor:

Name of Project:

Location:

Architect:

Brief Description of the Project:

Mayor Jim Donchess
City of Nashua

229 Main Street
Nashua NH 03061
Phone: 603-589-3072

And
Martini Northern, LLC
299 Hanover Street
Portsmouth, NH 03801
Phone: 603.431.6664
Fax: 603.431.9377
Public Health Facility Renovations

18 Mulberry Street Nashua NH

Dennis Mires Architects

Renovations to the existing building including a new elevator,

vertical stairs, exterior envelop improvements and HVAC improvements.

Current Contract Documents:

Martini Northern, LLC
299 Hanover Street
Portsmouth, NH 03801
Law madininorthern cons

TBD

Pr reree natn —atenceret antenerr ta

MARTINI,

Ie meewetcsmnernarsencersmoumrnsmal

Scheduled on Site Start Date: Spring of 2020

Substantial Completion Date: TBD

Proposed Contract Form: Standard Nashua Construction Contract
Party Responsible for Preparing Contract: City of Nashua.

Martini Northern, LLC is hereby authorized to begin the following work. (Yes, No, or N/A)

Preconstruction Services Yes
Soliciting of Sub Bids No
Preordering Equipment No
Awarding Subcontracts No
Preparation of Submittals No
Obtain Insurance Coverage No
Apply for Building Permit No
Occupy Site No
Begin Construction No

Agreed Upon Contract Amount or Budget 1,500,000 +/- (GMP)

Agreed Upon Fee 3.5% (Lump Sum)

Other Agreements: Preconstruction services will run approximately 5 months, starting in Mid-
September and running through early March. Preconstruction fee will be

17,000 in addition to the construction fee above.

Owner and Martini Northern, LLC agree to proceed on the-basig of trust, good faith, and fair

dealing, and shall take actions reasonably necessary to this agreement in gn economical
and tin bs manner.
AW eo (gue— ) Uf
Peter Middleton, im Snchess, Mayor

President Martini Northern, LLC. City of Nashua, NH

Martini Northern, LLC
299 Hanover Street
Portsmouth, NH 03801
yaw. Martimnmorthern.com