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ENGINEER and ENGINEER's Consultants access to the Site to enable OWNER to exercise the rights and remedies under
this paragraph.

C. All Claims, costs, losses, and damages (including but not limited to all fees and charges of ENGINEERs, architects,
attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained
by OWNER in exercising the rights and remedies under this paragraph 13.09 will be charged against CONTRACTOR, and
a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the
Work; and OWNER shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree
as to the amount of the adjustment, OWNER may make a Claim therefore as provided in paragraph 10.05. Such claims,
costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others
destroyed or damaged by correction, removal, or replacement of CONTRACTOR's defective Work.

D. CONTRACTOR shall not be allowed an extension of the Contract Times (or Milestones) because of any delay in the
performance of the Work attributable to the exercise by OWNER of OWNER's rights and remedies under this
paragraph 13.09.

ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION

14.01 Schedule of Values

A. The schedule of values established as provided in paragraph 2.01.A will serve as the basis for progress payments and
will be incorporated into a form of Application for Payment acceptable to ENGINEER. Progress payments on account of
Unit Price Work will be based on the number of units completed.

14.02 Progress Payment
A. Review of Applications.

1. Prior to submittal of Application for Payment to OWNER (but not more often than once a month), the CONTRACTOR
shall submit the monthly progress estimate to the ENGINEER for review and approval.

2. ENGINEER will, within 10 working days after receipt of each progress estimate, either indicate in writing a
recommendation of payment or indicate in writing ENGINEER's reasons for refusing to recommend payment and
return the progress estimate to CONTRACTOR. In the latter case, CONTRACTOR may make the necessary corrections
and resubmit the Application.

3. ENGINEER's recommendation of any payment requested in a progress estimate will constitute a representation by
ENGINEER to OWNER, based on ENGINEER's observations on the Site of the executed Work as an experienced and
qualified design professional and on ENGINEER's review of the Application for Payment and the accompanying date
and schedules, that to the best of ENGINEER's knowledge, information and belief:

a. The Work has progressed to the point indicated;

b. The quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of
the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent
tests called for in the Contract documents, to a final determination of quantities and classifications for Unit

Price Work under paragraph 9.08 and to any other qualifications stated in the recommendation); and

c. The conditions precedent to CONTRACTOR's being entitled to such payment appears to have been fulfilled in
so far as it is ENGINEER's responsibility to observe the Work.

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4. By recommending any such payment ENGINEER will not thereby be deemed to have represented that: (i)
inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive,
extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the
responsibilities specifically assigned to ENGINEER in the Contract Documents; or (ii) that there may not be other
matters or issues between the parties that might entitle CONTRACTOR to be paid additionally by OWNER or entitle
OWNER to withhold payment to CONTRACTOR.

5. Neither ENGINEER's review of CONTRACTOR's Work for the purposes of recommending payments nor
ENGINEER's recommendation of any payment, including final payment, will impose responsibility on ENGINEER to
supervise, direct, or control the Work or for the means, methods, techniques, sequences, or procedures of
construction, or the safety precautions and programs incident thereto, or for CONTRACTOR's failure to comply
with Laws and Regulations applicable to CONTRACTOR's performance of the Work. Additionally, said review or
recommendation will not impose responsibility on ENGINEER to make any examination to ascertain how or for
what purposes CONTRACTOR has used the moneys paid on account of the Contract Price, or to determine that title
to any of the Work, materials, or equipment has passed to OWNER free and clear of any Liens.

6. ENGINEER may refuse to recommend the whole or any part of any payment if, in ENGINEER's opinion, it would
be incorrect to make the representations to OWNER referred to in paragraph 14.02.B.2. ENGINEER may also
refuse to recommend any such payment or, because of subsequently discovered evidence or the results of
subsequent inspections or tests, revise or revoke any such payment recommendation previously made, to such
extent as may be necessary in ENGINEER's opinion to protect OWNER from loss because:

a. The Work is defective, or completed Work has been damaged, requiring correction or replacement;
b. The Contract Price has been reduced by Written Amendment or Change Orders;

c. OWNER has been required to correct defective Work or complete Work in accordance with paragraph
13.09; or

d. ENGINEER has actual knowledge of the occurrence of any of the events enumerated in paragraph 15.02.A.
B. Applications for Payments.

1. CONTRACTOR shall submit to OWNER the ENGINEER recommended Application for Payment filled out and
signed by CONTRACTOR covering the Work completed as of the date of the Application and accompanied by
such supporting documentation as is required by the Contract Documents. If payment is requested on the
basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or
at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of
sale, invoice, or other documentation warranting that OWNER has received the materials and equipment free
and clear of all Liens and evidence that the materials and equipment are covered by appropriate property
insurance or other arrangements to protect OWNER's interest therein, all of which must be satisfactory to
OWNER. Any request for partial or final payment shall specifically list the work completed. Requests for
payment for services performed under this agreement shall be submitted as stipulated in Article 6 - Payment
and Procedures in the Agreement.

2. Beginning with the second Application for Payment, each Application shall include an affidavit of CONTRACTOR
stating that all previous progress payments received on account of the Work have been applied on account to

discharge CONTRACTOR's legitimate obligations associated with prior Applications for Payment.

3. The amount of retainage with respect to progress payments will be stipulated in the Agreement.

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C. Payment Becomes Due

1. Not more than 30 days after presentation of the application for payment to OWNER with ENGINEER’s
recommendation, the amount recommended will become due, and when due will be paid by OWNER to
CONTRACTOR.

D. Reduction in Payment.
1. OWNER may refuse to make payment of the full amount recommended by ENGINEER because:

a. Claims have been made against OWNER on account of CONTRACTOR's performance or furnishing of the
Work;

b. Liens have been filed in connection with the Work, except where CONTRACTOR has delivered a specific
Bond satisfactory to OWNER to secure the satisfaction and discharge of such Liens;

c. There are other items entitling OWNER to a set-off against the amount recommended; or

d. OWNER has actual knowledge of the occurrence of any of the events enumerated in paragraphs 14.02.B.5.a
through 14.02.B.5.c or paragraph 15.02.A.

2. If OWNER refuses to make payment of the full amount recommended by ENGINEER, OWNER must give
CONTRACTOR immediate written notice (with a copy to ENGINEER) stating the reasons for such action and
promptly pay CONTRACTOR any amount remaining after deduction of the amount so withheld. OWNER shall
promptly pay CONTRACTOR the amount so withheld, or any adjustment thereto agreed to by OWNER and
CONTRACTOR, when CONTRACTOR corrects to OWNER's satisfaction the reasons for such action.

3. If it is subsequently determined that OWNER's refusal of payment was not justified, the amount wrongfully
withheld shall be treated as an amount due as determined by paragraph 14.02.C.1.

14.03 CONTRACTOR’S Warranty of Title

A. CONTRACTOR warrants and guarantees that title to all Work, materials, and equipment covered by any Application
for Payment, whether incorporated in the Project or not, will pass to OWNER no later than the time of payment free
and clear of all Liens.

14.04 Substantial Completion

A. When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify OWNER and
ENGINEER in writing that the entire Work is substantially complete (except for items specifically listed by CONTRACTOR
as incomplete) and request that ENGINEER issue a certificate of Substantial Completion. Promptly thereafter, OWNER,
CONTRACTOR, and ENGINEER shall make an inspection of the Work to determine the status of completion. If
ENGINEER does not consider the Work substantially complete, ENGINEER will notify CONTRACTOR in writing giving the
reasons therefore. If ENGINEER considers the Work substantially complete, ENGINEER will prepare and deliver to
OWNER a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall
be attached to the certificate a tentative list of items to be completed or corrected before final payment. OWNER shall
have seven days after receipt of the tentative certificate during which to make written objection to ENGINEER as to any
provisions of the certificate or attached list. If, after considering such objections, ENGINEER concludes that the Work is
not substantially complete, ENGINEER will within 14 days after submission of the tentative certificate to OWNER notify
CONTRACTOR in writing, stating the reasons therefore. If after consideration of OWNER's objections, ENGINEER
considers the Work substantially complete, ENGINEER will within said 14 days execute and deliver to OWNER and
CONTRACTOR a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed

GC - 49 of 55

Board of Aldermen Page 13
July 12, 2016

R-16-041
Endorsers: Mayor Jim Donchess
Alderman June M. Caron
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Lori Wilshire
Alderman Richard A. Dowd
Alderman Ken Siegel
Alderman Don LeBrun
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman-at-Large Brian S. McCarthy
RELATIVE TO THE TRANSFER OF $25,000 FROM DEPARTMENT 159 — OTHER PUBLIC
SAFETY, ACCOUNTING CLASSIFICATION 54 —- PROPERTY SERVICES, HYDRANT FEES
TO DEPARTMENT 109 — CIVIC & COMMUNITY ACTIVITIES, ACCOUNTING CLASSIFICATION
56 — OUTSIDE AGENCIES FOR THE PURPOSE OF DONATING TO THE NASHUA
ASSOCIATION FOR THE ELDERLY
Given its second reading;

MOTION BY ALDERMAN CARON TO AMEND R-16-041 IN ITS ENTIRETY BY REPLACING IT WITH
THE GOLDEN ROD COPY PROVIDED WITH THE MEMORANDUM FROM TREASURER FREDETTE
ACCEPTED EARLIER THIS EVENING

MOTION CARRIED

MOTION BY ALDERMAN CARON FOR FINAL PASSAGE OF R-16-041 AS AMENDED

ON THE QUESTION

Alderman Siegel

| would call on my colleague Alderman Caron to please explain the changes to the legislation.
Alderman Caron

The reason we have the golden rod copy is because the amount of money that we were looking to take out
of the account for hydrant fees; there were some bills that came in which reduced that balance to about
$14,000. Treasurer Fredette asked that we move it to another contingency fund but it’s out of the 2016
budget and it’s still for the same $25,000. We did this last year and the senior center was able to do
maintenance on the facility that they normally don’t have monies for and this year they want to do some
improvements to the ADA signage, installation of fans for the fitness room and stripping and sealing the
wood floors. The city does own this facility and the money that they raise during fundraisers and
membership really goes towards programming and activities for the center as a whole. | appreciate the
support from the Mayor as well as my colleagues.

Alderman Deane

| think it’s high time that we take a good long look at this building and put a maintenance plan in place so it
doesn’t turn into a school project where we are bonding $10 million or $15 million to do repairs. Maybe the
Mayor next year can think about a yearly appropriation to help keep the building that we own as a city. |
support this because we have to take care of what we own.

MOTION CARRIED

Resolution R-16-041 declared duly adopted as amended.

Board of Aldermen — 9/26/17 Page 2

Finally, Mr. President, | wanted to mention the New England Roots Festival which is the music festival that we
have going this coming weekend. If you look at the schedule, this is being sponsored by GAD and by the River
Casino over on High Street. If you look at the schedule, you will see that there are four venues: Main Street,
Bicentennial, Railroad Square, and we have a whole number of performers. There are a couple of Grammy
nominated groups or singers that are coming in. They, Paul Shea and Ben Ruddick, have done a fantastic job
in programming this. They continue to improve the music offerings in downtown and in Nashua. | would
encourage everyone to come, bring your families. | went with my wife last year. The offerings weren’t as
extensive as this, but it was really a good time. | think people really enjoyed the music. | think you will find the
quality of the performers to be very, very high.

RESPONSE TO REMARKS OF THE MAYOR

President McCarthy

I’d just like to say that my street was ground-down last week and has had its base coat of pavement put on it.
I’m happy to see that after living there for nearly 40 years.

Alderman Deane
If anyone on the Board wants to see some of the micro-surfacing, you can go down to the South High School,
follow Riverside all the way down. It was done rather quickly and it seems to have bonded real nice. It’s going to

be nice to see our roadways paved. Thank you.

RECOGNITION PERIOD

R-17-131
Endorsers: Mayor Jim Donchess
Board of Aldermen
RECOGNIZING THE NASHUA POLICE ATHLETIC LEAGUE WITH THE 2017 GATE CITY
LIGHT AWARD
Given its first reading;

MOTION BY ALDERWOMAN MELIZZI-GOLJA THAT THE RULES BE SO FAR SUSPENDED AS
TO ALLOW FOR THE SECOND READING OF R-17-131
MOTION CARRIED

Resolution R-17-131 given its second reading

MOTION BY ALDERWOMAN MELIZZI-GOLJA FOR FINAL PASSAGE OF R-17-131
MOTION CARRIED

Resolution R-17-131 declared duly adopted.

READING MINUTES OF PREVIOUS MEETING

MOTION BY ALDERMAN WILSHIRE THAT THE MINUTES OF THE BOARD OF ALDERMEN
MEETING OF SEPTEMBER 12, 2017, BE ACCEPTED, PLACED ON FILE, AND THE READING

SUSPENDED
MOTION CARRIED

or corrected) reflecting such changes from the tentative certificate as ENGINEER believes justified after consideration
of any objections from OWNER. At the time of delivery of the tentative certificate of Substantial Completion
ENGINEER will deliver to OWNER and CONTRACTOR a written recommendation to division of responsibilities pending
final payment between OWNER and CONTRACTOR with respect to security, operation, safety, and protection of the
Work, maintenance, heat, utilities, insurance, and warranties and guarantees. Unless OWNER and CONTRACTOR agree
otherwise in writing and so inform ENGINEER in writing prior to ENGINEER's issuing the definitive certificate of
Substantial Completion, ENGINEER's aforesaid recommendation will be binding on OWNER and CONTRACTOR until
final payment.

B. OWNER shall have the right to exclude CONTRACTOR from the Site after the date of Substantial Completion, but
OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list.

14.05 Partial Utilization

A. Use by OWNER at OWNER's option of any substantially completed part of the Work which has specifically been
identified in the Contract Documents, or which OWNER, ENGINEER and CONTRACTOR agree constitutes a separately
functioning and usable part of the Work that can be used by OWNER for its intended purpose without significant
interference with CONTRACTOR's performance of the remainder of the Work, may be accomplished prior to
Substantial Completion of all the Work subject to the following conditions.

1. OWNER at any time may request CONTRACTOR in writing to permit OWNER to use any such part of the Work
which OWNER believes to be ready for its intended use and substantially complete. If CONTRACTOR agrees that
such part of the Work is substantially complete, CONTRACTOR will certify to OWNER and ENGINEER that such part
of the Work is substantially complete and request ENGINEER to issue a certificate of Substantial Completion for
that part of the Work. Within a reasonable time after either such request, OWNER, CONTRACTOR, and ENGINEER
shall make an inspection of that part of the Work to determine its status of completion. If ENGINEER does not
consider that part of the Work to be substantially complete, the provisions of paragraph 14.04 will apply with
respect to certification of Substantial Completion of that part of the Work and the division of responsibility in
respect thereof and access thereto.

2. No occupancy or separate operation of part of the Work may occur prior to compliance with the requirements
of paragraph 5.10 regarding property insurance.

14.06 Final Inspection

A. Upon written notice from CONTRACTOR that the entire Work or an agreed portion thereof is complete, ENGINEER
will promptly make a final inspection with OWNER and CONTRACTOR and will notify CONTRACTOR in writing of all
particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately
take such measures as are necessary to complete such Work or remedy such deficiencies.

14.07 Final Payment
A. Application for Payment

1. After CONTRACTOR has, in the opinion of ENGINEER, satisfactorily completed all corrections identified during
the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating
instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance certificates of inspection,
marked-up record documents (as provided in paragraph 6.12), and other documents, CONTRACTOR may make
application for final payment following the procedure for progress payments.

2. The final Application for Payment shall be accompanied (except as previously delivered) by: (i) all
documentation called for in the Contract Documents, including but not limited to the evidence of insurance

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required by subparagraph 5.04.B.7; (ii) consent of the surety, if any, to final payment; and (iii) complete and legally
effective releases or waivers (satisfactory to OWNER) of all Lien rights arising out of or Liens filed in connection
with the Work.

3. In lieu of the releases or waivers of Liens specified in paragraph 14.07.A.2 and as approved by OWNER,
CONTRACTOR may furnish receipts or releases in full and an affidavit of CONTRACTOR that: (i) the releases and
receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls,
material and equipment bills, and other indebtedness connected with the Work for which OWNER or OWNER's
property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier
fails to furnish such a release or receipt in full, CONTRACTOR may furnish a Bond or other collateral satisfactory to
OWNER to indemnify OWNER against any lien.

B. Review of Application and Acceptance

1. If, on the basis of ENGINEER's observation of the Work during construction and final inspection, and ENGINEER's
review of the final Application of Payment and accompanying documentation as required by the Contract
Documents, ENGINEER is satisfied that the Work has been completed and CONTRACTOR's other obligations under
the Contract Documents have been fulfilled, ENGINEER will, within ten days after receipt of the final Application
for Payment, indicate in writing ENGINEER's recommendation of payment and present the Application for Payment
to OWNER for payment. At the same time ENGINEER will also give written notice to OWNER and CONTRACTOR
that the Work is acceptable subject to the provisions of paragraph 14.09. Otherwise, ENGINEER will return the
Application for Payment to CONTRACTOR, indicating in writing the reasons for refusing to recommend final
payment, in which case CONTRACTOR shall make the necessary corrections and resubmit the Application for
Payment.

C. Payment Becomes Due

1. Thirty days after the presentation to OWNER of the Application for Payment and accompanying documentation,
the amount recommended by ENGINEER will become due and, when due, will be paid by OWNER to
CONTRACTOR.

14.08 Final Completion Delayed

A. If, through no fault of CONTRACTOR, final completion of the Work is significantly delayed, and if ENGINEER so
confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment and recommendation of
ENGINEER, and without terminating the Agreement, make payment of the balance due for that portion of the Work
fully completed and accepted. If the remaining balance to be held by OWNER for Work not fully completed or
corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in
paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully
completed and accepted shall be submitted by CONTRACTOR to ENGINEER with the Application for such payment.
Such payment shall be made under the terms and conditions governing final payment, except that it shall not
constitute a waiver of Claims.

14.09 Waiver of Claims
A. The making and acceptance of final payment will constitute:

1. A waiver of all Claims by CONTRACTOR against OWNER other than those previously made in writing which are
still unsettled.

GC -510f 55

ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 Termination, Abandonment, or Suspension at Will

The OWNER, 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 OWNER chooses to terminate, abandon, or suspend all or part of the project, it shall provide
CONTRACTOR 10 day’s written notice of its intent to do so.

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

Upon receipt of notice of termination, aaandonment, or suspension at will, CONTRACTOR shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.

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 OWNER 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 OWNER any orders or subcontracts specified in the notice, and revoke agreements
specified in the notice.

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

In the event of a termination, abandonment, or suspension at will, CONTRACTOR shall receive all amounts due and not
previously paid to CONTRACTOR 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.

15.02 Termination for Cause

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

Upon receipt of notice of termination for cause, CONTRACTOR shall:

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

2. Provide the OWNER 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 OWNER 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 OWNER any orders or sub contracts specified in the notice, and
revoke agreements specified in the notice.

GC - 52 of 55

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

In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not previously paid to
CONTRACTOR 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
OWNER by reasons of CONTRACTOR's failure. CONTRACTOR shall not be relieved of liability to the OWNER for damages
sustained from the failure, and the OWNER may withhold any payment to the CONTRACTOR until such time as the
exact amount of damages due to the OWNER is determined. All claims for payment by the CONTRACTOR must be
submitted to the OWNER within 30 days of the effective date of the notice of termination.

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

15.03 General Provisions for Termination

Upon termination of the contract, the OWNER may take over the work and prosecute it to completion by agreement
with another party or otherwise. In the event CONTRACTOR shall cease conducting business, the OWNER shall have
the right to solicit applications for employment from any employee of the CONTRACTOR 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 CONTRACTOR's
principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers are expressly recognized to
be within CONTRACTOR's control.

ARTICLE 16 - DISPUTE RESOLUTION

16.01 Methods and Procedures

A. 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 OWNER Representative and a CONTRACTOR Representative. At all times, CONTRACTOR 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 OWNER. 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, 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.

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ARTICLE 17 - MISCELLANEOUS

17.01 Giving Notice

A. Whenever any provision of the Contact Documents requires the giving of written notice, it will be deemed to have
been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation
for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business
address known to the giver of the notice.

17.02 Computation of Times

A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first
and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day
made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.

17.03 Cumulative Remedies

A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to
the parties hereto are in addition to, and are not to be construed in any way as a limitation or, any rights and remedies
available to any or all of them which are otherwise imposed or available by Laws and Regulations, by special warranty
or guarantee, or by other provisions of the contract Documents, and the provisions of this paragraph will be as
effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation,
right, and remedy to which they apply.

17.04 Survival of Obligations

A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with
the Contract Documents, will survive final payment, completion, and an acceptance of the Work or termination or
completion of the Agreement.

17.05 Controlling Law
A. This contract shall be governed exclusively by the laws of the State of New Hampshire and any claim or action
brought relating to this contract, the work performed or contracted to be performed thereunder, or referable in

anyway thereto shall be brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or
in the New Hampshire 9th Circuit Court—Nashua and not elsewhere

17.06 Access to Records

A. At all times during regular business hours, CONTRACTOR shall provide full and free access to the OWNER, ENGINEER,
and State of New Hampshire to any books, documents, papers, and records related to the work for the purpose of
examination, audit, and duplication. The CONTRACTOR shall maintain all required accounts, records, and books for
three years after final completion of the work.

17.07 Road Closures and Traffic Delays

A. Partial or full closure of streets in order to facilitate construction will be permitted, or required by the ENGINEER in
accordance with the following:

1. If the CONTRACTOR proposes a closure, the CONTRACTOR notifies the OWNER in writing at least 5 days prior to
the proposed closure of his intent to close the road.

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