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Jim Donchess

Mayor - Ciry or NASHUA

To: Board of Aldermen

We)

RE: Report on Surplus and Overlay 2018

From: Jim Donchess, Mayor

Date: August 30,2017

In accordance with NRO 5-136, Lam providing you with our estimate of overlay needed for
FY18 ($2.0 million) and am.also providing you with the amount we have left in the overlay for
FY17 ($1.7 million) and the overlay reserve Gls 5 million). See the attached “Surplus Use and
Overlay Notification.”

Also in accordance with NRO. 5- 135(8), Tam poviding: the Board with an estimate of
unassigned fund balance as well as how much of that balance I propose to use to reduce the
anticipated tax rate. The unassigned 1 fund balance i is projected to be $37,121,501. Iam
recommending that we use $7, 100, 000 of the pana fund balance against the tax rate.

NRO 5-135(A) outlines a Solicy that a minimum. 10% of. a fiscal year’ S appropriations be
maintained in undesignated general fund balance. As you can see in ‘the “Surplus Use and
Overlay Notification’ ’ worksheet, ‘the estimated maior | fand balance i is projected to be 11.6%
of the FY2018 fiscal year appropriations.

I will be submitting the resolution for your first meeting i in ‘Soptember to coincide with this letter.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 « NashuaMayor@NashuaNH.gov
www.NashuaNH.gov

1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required
by agreement or custom, and workers’ compensation insurance;
.2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or

consumed;

3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor
or others;

4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the
Work; and

5 Additional! costs of supervision and field office personnel directly attributable to the change.

§ 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net
decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits
covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured
on the basis of net increase, if any, with respect to that change.

§ 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor
may request payment for Work completed under the Construction Change Directive in Applications for Payment. The
Architect will make an interim determination for purposes of monthly certification for payment for those costs and
certify for payment the amount that the Architect determines, in the Architect’s professional judgment, to be
reasonably justified. The Architect’s interim determination of cost shall adjust the Contract Sum on the same basis as
a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15.

§ 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments
in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be
effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part
of a Construction Change Directive.

§ 7.4 MINOR CHANGES IN THE WORK

The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or
extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be
effected by written order signed by the Architect and shall be binding on the Owner and Contractor.

ARTICLE 8 TIME

§ 8.1 DEFINITIONS

§ 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in
the Contract Documents for Substantial Completion of the Work.

§ 8.1.2 The date of commencement of the Work is the date established in the Agreement.
§ 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8.

§ 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically
defined.

§ 8.2 PROGRESS AND COMPLETION
§ 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement
the Contractor confirms that the Contract Time is a reasonable period for performing the Work.

§ 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely
commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be
furnished by the Contractor and Owner. The date of commencement of the Work shail not be changed by the effective
date of such insurance.

§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion
within the Contract Time.

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§ 8.3 DELAYS AND EXTENSIONS OF TIME

§ 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the
Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes
ordered in the Work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes
beyond the Contractor’s control; or by delay authorized by the Owner pending mediation and arbitration; or by other
causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for
such reasonable time as the Architect may determine.

§ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15.

§ 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the
Contract Documents.

ARTICLE 9 PAYMENTS AND COMPLETION

§ 9.14 CONTRACT SUM

The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the
Owner to the Contractor for performance of the Work under the Contract Documents.

§ 9.2 SCHEDULE OF VALUES

Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the
Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the
various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the
Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the
Contractor’s Applications for Payment.

§ 9.3 APPLICATIONS FOR PAYMENT

§ 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the
Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under
Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by
such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of
requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract
Documents.

§ 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in
the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the
Architect, but not yet included in Change Orders.

§ 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the
Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by
others whom the Contractor intends to pay.

§ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance
by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon
compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials
and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage
and transportation to the site for such materials and equipment stored off the site.

§ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no
later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all
Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to
the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or
encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a
claim by reason of having provided labor, materials and equipment relating to the Work.

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institute of Architects. All rights reserved. WARNING: This AIA’ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized

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§ 9.4 CERTIFICATES FOR PAYMENT

§ 9.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to
the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is
properly due, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in
whole or in part as provided in Section 9.5.1.

§ 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based
on the Architect’s evaluation of the Work and the data comprising the Application for Payment, that, to the best of the
Architect’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of
the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of
the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests
and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific
qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate
for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to
check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or
procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data
requested by the Owner to substantiate the Contractor’s right to payment, or (4) made examination to ascertain how or
for what purpose the Contractor has used money previously paid on account of the Contract Sum.

§ 9.5 DECISIONS TO WITHHOLD CERTIFICATION
§ 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to
protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be
made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the
Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount,
the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such
representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently
discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as
may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible,
including loss resulting from acts and omissions described in Section 3.3.2, because of
defective Work not remedied;
2. third party claims filed or reasonable evidence indicating probable filing of such claims unless security
acceptable to the Owner ts provided by the Contractor;
3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or
equipment;
4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5 damage to the Owner or a separate contractor;
6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid
balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or
7 repeated failure to carry out the Work in accordance with the Contract Documents.

§ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts
previously withheld.

§ 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option,
issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the
Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the
Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such
payment on the next Certificate for Payment.

§ 9.6 PROGRESS PAYMENTS
§ 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and
within the time provided in the Contract Documents, and shall so notify the Architect.

§ 9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner
the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the

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Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement
with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner.

§ 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of
completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account
of portions of the Work done by such Subcontractor.

§ 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid
Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted
Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact
Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an
obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law.

§ 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in
Sections 9.6.2, 9.6.3 and 9.6.4.

§ 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner
shall not constitute acceptance of Work not in accordance with the Contract Documents.

§ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum,
payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by
the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under
contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require
money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary
liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award
of punitive damages against the Contractor for breach of the requirements of this provision.

§ 9.7 FAILURE OF PAYMENT

Intentionally Omitted.

§ 9.8 SUBSTANTIAL COMPLETION
§ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is
sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for
its intended use.

§ 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately,
is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be
completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of
the Contractor to complete all Work in accordance with the Contract Documents.

§ 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or
designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not
included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so
that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall,
before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the
Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine
Substantial Completion.

§ 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate
of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the
Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the
time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by
the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion
thereof unless otherwise provided in the Certificate of Substantial Completion.

§ 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written
acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any,

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the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall
be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.

§ 9.9 PARTIAL OCCUPANCY OR USE

§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when
such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to
by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the
Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,
retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in 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 shall 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 notice has been given to the Owner, (3) a written statement that the Contractor
knows of no substantial 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. Ifa
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.

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(Paragraphs deleted)

§ 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.

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY

§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS

The Contractor shall be responsible for initiating, maintaining and supervising all 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

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 contro! 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 10.2.1.3 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 work 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;

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including visitors and contractor’s employees and sub-employees. If such conditions exist, the Owner has the nght 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.

§ 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.

AIA Document A201™ — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American

Init. Institute of Architects. Alf rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 28
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! maximum extent possible under the law. This document was produced by AIA software at 14:10:20 ET on 01/10/2020 under Order No. 1403731939 which

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§ 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 shall 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 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;
7 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.! 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,
shall be fumnished 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;

e And Workers’ Compensation insurance in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$ 100,000.

AIA Document A201™ ~ 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American
Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 29
reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AIA software at 14:10:20 ET on 01/10/2020 under Order No. 1403731939 which

expires on 09/22/2020, and is not for resale.

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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 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.

= Ifaggregate limits of less than $2,000,000 are imposed on bodily injury and property damage, Contractor
must maintain umbrella liability 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.

§ 11.2 OWNER’S LIABILITY INSURANCE
The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability 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
risk “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
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

AIA Document A201™ ~ 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American
Institute of Architects. All rights reserved. WARNING: This AIA” Document is protected by U.S. Copyright Law and International Treaties, Unauthorized
reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AIA software at 14:10:20 ET on 01/10/2020 under Order No. 1403731939 which
expires on 09/22/2020, and is not for resale.

User Notes: (1145984853)

30