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GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

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

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

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

Professional Engineer shall furnish competent and skilled personnel to perform the work
under this contract. The City of Nashua reserves the right to approve key personnel

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

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

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

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

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

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6. City of Nashua Cooperation The City of Nashua agrees that its personnel will cooperate

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

Discovery of Conflicts, Errors, Omissions, Ambiguities, or Discrepancies Professional
Engineer warrants that it has examined all contract documents, has brought all conflicts,
errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing, and
has concluded that the City of Nashua's resolution of each matter is satisfactory to
Professional Engineer. All future questions Professional Engineer may have concerning
interpretation or clarification of this contract shall be submitted in writing to the City of
Nashua within 10 calendar days of their arising. The writing shall state clearly and in full
detail the basis for Professional Engineer's question or position. The City of Nashua
representative shall render a decision within 15 calendar days. The City of Nashua's
decision on the matter is final. Any work affected by a conflict, error, omission, or
discrepancy which has been performed by Professional Engineer prior to having received
the City of Nashua's resolution shall be at Professional Engineer's risk and expense. At all
times, Professional Engineer shall carry on the work under this contract and maintain and
complete work in accordance with the requirements of the contract or determination of
the City of Nashua. Professional Engineer is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.

Termination of Contract

A. Termination, Abandonment, or Suspension at Will. The City of Nashua, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project
and contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all
or part of the project, it shall provide Professional Engineer 10 day’s written notice of its
intent to do so.

lf all or part of the project is suspended for more than 90 days, the suspension shall be
treated as a termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Professional
Engineer shall:

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

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APPOINTMENTS BY THE MAYOR

Business & Industrial Development Authority

Deborah Novotny (New Appointment)
65 McKenna Drive
Nashua, NH 03062

Cultural Connections Committee

Dominque Boutaud (New Appointment)
91 Bartemus Trail
Nashua, NH 03063

Nashua Airport Authority

Farrelll T. Woods (Reappointment)
162 Bush Hill Road
Hudson, NH 03061

Sandra Cushing Adams (Reappointment)
5 Scarborough Drive
Nashua NH 03063

Planning Board

Daniel Kelly (Reappointment)
9 Lilac Court
Nashua, NH 03062

| respectfully request that these appointments be confirmed.

SEPTEMBER 12, 2017

Term to Expire:

Term to Expire:

Term to Expire:

Term to Expire:

Term to Expire:

Jim Donchess
Mayor

September 30, 2018

September 30, 2020

August 31, 2022

August 31, 2018

March 31, 2020

2. Place no further orders or subcontracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work
under the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under
the notice, assign to the City of Nashua any orders or subcontracts specified in
the notice, and revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt
ofa written notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Professional Engineer
Shall receive all amounts due and not previously paid to Professional Engineer for work
satisfactorily completed in accordance with the contract prior to the date of the notice and
compensation for work thereafter completed as specified in the notice. No amount shall
be allowed or paid for anticipated profit on unperformed services or other unperformed
work.

B. Termination for Cause This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Professional Engineer in the event of a failure by
Professional Engineer to adhere to any or all the terms and conditions of the contract or
for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make
sufficient progress on the work in a timely and professional manner. Professional Engineer
Shall be given an opportunity for consultation with the City of Nashua prior to the effective
date of the termination. Professional Engineer may terminate the contract on 10 calendar
days written notice if, through no fault of Professional Engineer, the City of Nashua fails
to pay Professional Engineer for 45 days after the date of approval by the City of Nashua
of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

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

2. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work
under the contract that is not terminated.

4. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or sub contracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under
the notice, assign to the City of Nashua any orders or sub contracts specified in
the notice, and revoke agreements specified in the notice.

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

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

lf after termination for the failure of Professional Engineer to adhere to any of the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City
of Nashua, to complete or make sufficient progress on the work in a timely and
professional manner, it is determined that Professional Engineer had not so failed, the
termination shall be deemed to have been a termination at will. In that event, the City of
Nashua shall, if necessary, make an adjustment in the compensation paid to Professional
Engineer such that Professional Engineer receives total compensation in the same amount
as it would have received in the event of a termination-at-will.

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

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

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

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10.

11.

the parties’ reserve the right to pursue any available legal and/or equitable remedies for
any breaches of this contract except as that right may be limited by the terms of this
contract.

No Damages for Delay Apart from a written extension of time, no payment, compensation,
or adjustment of any kind shall be made to Professional Engineer for damages because of
hindrances or delays in the progress of the work from any cause, and Professional Engineer
agrees to accept in full satisfaction of such hindrances and delays any extension of time
that the City of Nashua may provide.

Insurance Professional Engineer shall carry and maintain in effect during the performance
of services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence;
$2,000,000 aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability; and
> Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Professional Engineer shall maintain in effect at all times during the performance under
this contract all specified insurance coverage with insurers. None of the requirements as
to types and limits to be maintained by Professional Engineer are intended to and shall not
in any manner limit or qualify the liabilities and obligations assumed by Professional
Engineer under this contract. The City of Nashua shall not maintain any insurance on
behalf of Professional Engineer. Subcontractors are subject to the same insurance
requirements as Professional Engineer and it shall be the Professional Engineer’s
responsibility to ensure compliance of this requirement.

Professional Engineer will provide the City of Nashua with certificates of insurance for
coverage as listed below and endorsements affecting coverage required by the contract
within ten calendar days after the City of Nashua issues the notice of award. The City of
Nashua requires thirty days written notice of cancellation or material change in
coverage. The certificates and endorsements for each insurance policy must be signed by
a person authorized by the insurer and who is licensed by the State of New
Hampshire. General Liability and Auto Liability policies must name the City of Nashua as an
additional insured and reflect on the certificate of insurance. Professional Engineer is
responsible for filing updated certificates of insurance with the City of Nashua's Risk
Management Department during the life of the contract.

> All deductibles and self-insured retentions shall be fully disclosed in the
certificate(s) of insurance.
> — If aggregate limits of less than $2,000,000 are imposed on bodily injury and

property damage, Professional Engineer must maintain umbrella liability

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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 Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Engineer 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
City of Nashua shall be called upon to contribute to a loss.

> — Professional Engineer is responsible for and required to remedy all damage or loss
to any property, including property of the City of Nashua, caused in whole or part
by Professional Engineer or anyone employed, directed, or supervised by
Professional Engineer.

Indemnification Regardless of any coverage provided by any insurance, Professional
Engineer agrees to indemnify and hold harmless the City of Nashua, its agents, officials,
employees and authorized representatives and their employees from and against any and
all suits, causes of action, legal or administrative proceedings, arbitrations, claims,
demands, damages, liabilities, interest, attorney’s fees, costs and expenses of any kind or
nature in any manner caused, occasioned, or contributed to in whole or in part by reason
of any negligent act, omission, or fault or willful misconduct, whether active or passive, of
Professional Engineer or of anyone acting under its direction or control or on its behalf in
connection with or incidental to the performance of this contract. Professional Engineer’s
indemnity and hold harmless obligations, or portions thereof, shall not apply to liability
caused by the sole negligence or willful misconduct of the party indemnified or held
harmless.

Fiscal Contingency All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of
Nashua's obligations under it shall be extinguished at the end of any fiscal year in which
the City of Nashua fails to appropriate monies for the ensuing fiscal year sufficient for the
performance of this contract.

Nothing in this contract shall be construed to provide Professional Engineer with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this
contract that are not paid to Professional Engineer shall automatically revert to the City of
Nashua’s discretionary control upon the completion, termination, or cancellation of the
agreement. The City of Nashua shall not have any obligation to re-award or to provide, in
any manner, the unexpended funds to Professional Engineer. Professional Engineer shall
have no claim of any sort to the unexpended funds.

Compensation Review by the City of Nashua of Professional Engineer's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City
of Nashua. If there is insufficient information, the City of Nashua may require Professional
Engineer to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Professional Engineer in full within 30 days
of approval of the submitted monthly invoice forms and progress reports.

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15.

16.

Compliance with Applicable Laws Professional Engineer, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this
contract, including, but not limited to, all federal, state, and local accounting procedures
and requirements, all immigration and naturalization laws, and the Americans With
Disabilities Act. Professional Engineer shall, throughout the period services are to be
performed under this contract, monitor for any changes to the applicable laws, statutes,
regulations, ordinances, orders, or requirements, shall promptly notify the City of Nashua
in writing of any changes to the same relating to or affecting this contract, and shall submit
detailed documentation of any effect of the change in terms of both time and cost of
performing the contract.

Nondiscrimination If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Professional Engineer agrees to the following
terms. Professional Engineer will not discriminate against any employee or applicant for
employment because of physical or mental handicap in regard to any position for which
the employee or applicant for employment is qualified. Professional Engineer agrees to
take affirmative action to employ, advance in employment, or to otherwise treat qualified,
handicapped individuals without discrimination based upon physical or mental handicap in
all employment practices, including but not limited to the following: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay,
or other forms of compensation and selection for training, including apprenticeship.

Without limitation of the foregoing, Professional Engineer's attention is directed to “Title
41” Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions
Relating to Public Contracts” Section 60 “Office of Federal Contract Compliance Programs,
Equal Employment, Department of Labor” which, by this reference, is incorporated in this
contract.

Professional Engineer agrees to assist disadvantaged business enterprises in obtaining
business opportunities by identifying and encouraging disadvantaged suppliers,
consultants, and sub consultants to participate to the extent possible, consistent with their
qualification, quality of work, and obligation of Professional Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer
agrees not to discriminate against any employee or applicant for employment because of
race, creed, color, national origin, sex, age, or sexual orientation. This agreement includes,
but is not limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation, and selection for training, including apprenticeship.

Professional Engineer agrees, if applicable, to insert these provisions in all subcontracts,
except for subcontracts for standard commercial supplies or raw materials. Any violation
of any applicable provision by Professional Engineer shall constitute a material breach of
the contract.

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20.

Endorsement Professional Engineer shall seal and/or stamp and sign professional
documents including drawings, plans, maps, reports, specifications, and other instruments
of service prepared by Professional Engineer or under its direction as required under the
laws of the State of New Hampshire.

Assignment, Transfer, Delegation, or Subcontracting Professional Engineer shall not assign,
transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer,
delegation, or subcontracting without the prior written consent of the City of Nashua is
void. Any consent of the City of Nashua to any assignment, transfer, delegation, or
subcontracting shall only apply to the incidents expressed and provided for in the written
consent and shall not be deemed to be a consent to any subsequent assignment, transfer,
delegation, or subcontracting. Any such assignment, transfer, delegation, or subcontract
Shall require compliance with or shall incorporate all terms and conditions set forth in this
agreement, including all incorporated Exhibits and written amendments or modifications.
Subject to the foregoing provisions, the contract inures to the benefit of, and is binding
upon, the successors and assigns of the parties.

City Inspection of Contract Materials The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject
to inspection, examination and audit by the City of Nashua, including, but not limited to,
the contracting agency, the Board of Public Works, Corporation Counsel, and, if applicable,
the Comptroller General of the United States, or any authorized representative of those
entities.

Disposition of Contract Materials Any 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 Professional Engineer in the performance of its obligations under this contract shall be
the exclusive property of the City of Nashua and all such materials shall be remitted and
delivered, at Professional Engineer's expense, by Professional Engineer to the City of
Nashua upon completion, termination, or cancellation of this contract. Alternatively, if the
City of Nashua provides its written approval to Professional Engineer, any 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 Professional Engineer in the performance of its
obligations under this contract must be retained by Professional Engineer for a minimum
of four years after final payment is made and all other pending matters are closed. If, at
any time during the retention period, the City of Nashua, in writing, requests any or all of
the materials, then Professional Engineer shall promptly remit and deliver the materials,
at Professional Engineer's expense, to the City of Nashua. Professional Engineer shall not
use, willingly allow or cause to have such materials used for any purpose other than the
performance of Professional Engineer's obligations under this contract without the prior
written consent of the City of Nashua.

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