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1. Appropriate invoice forms. The forms shall include the project purchase order
number, a listing of personnel hours and billing rates, and other expenditures for which
payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a
description of the work accomplished, problems experienced, upcoming work, any extra
work carried out, and a schedule showing actual expenditures billed for the period,
cumulative total expenditures billed and paid to date under the contract, and a comparison
of cumulative total expenditures billed and paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional Engineer. The
City of Nashua will pay Professional Engineer within 30 days of approval by the City of Nashua
of the submitted invoice forms and progress reports. The City of Nashua will make no payments
until the invoice forms and progress reports have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until executed by
the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this
contract shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States
mail, postage prepaid, and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: PROFESSIONAL ENGINEER REPRESENTATIVE:

Dan Hudson Weaver Brothers Construction
9 Riverside St. 1629 Route 3A
Nashua, NH 03062 Bow, NH 03304

Any notice required or permitted under this contract, if sent by United States mail, shall be
deemed to be given to and received by the addressee thereof on the third business day after being
deposited in the mail. The City of Nashua or Professional Engineer may change the address or
representative by giving written notice to the other party.

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IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be
legally bound thereby.

City of Nashua, NH (signature) (signature)

James W. Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

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Nn Ww FY NY YF

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS
STANDARD OF CARE

CIry OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
Ciry INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON- WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE
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1.

General Terms and Conditions

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

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.

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

GC 2 of 13

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.

CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will
cooperate 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

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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.

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, abandonment, or suspension at will, Professional
Engineer 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 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.

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4. Not resume work after the effective date of a notice of suspension until receipt
of a 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.

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.

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10.

If 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, if requested in writing by either the City of Nashua or the Professional Engineer
within 14 days after the 30 days described above , the parties shall attempt to resolve the
dispute by entering into structured non-binding negotiations with the assistance of a
mediator on a without prejudice basis. The mediator shall be appointed by agreement of
the parties, which agreement shall not be unreasonably withheld. If the parties cannot
agree to a mediator within 30 days or the dispute cannot be settled within a period of
thirty (30) days with the mediator, 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.

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R-17-134
Endorser: Mayor Jim Donchess
AUTHORIZING THE SALE OF LAND ON THE EAST SIDE OF MEDICAL CENTER DRIVE (SHEET
31, LOT 12) TO SOUTHERN NEW HAMPSHIRE MEDICAL CENTER FOR $300,000, ESTABLISHING
AN EXPENDABLE TRUST FUND FOR DOWNTOWN REDEVELOPMENT INITIATIVES, AND
APPROPRIATING THE $300,000 OF PROCEEDS INTO THE EXPENDABLE TRUST FUND

R-17-135
Endorser: Mayor Jim Donchess
RELATIVE TO THE APPROVAL OF THE DOWNTOWN RIVERFRONT MASTER PLAN ADOPTED

BY THE CITY PLANNING BOARD
R-17-136
Endorser: Mayor Jim Donchess
AUTHORIZING THE CITY TO ENTER INTO A SHORT-TERM REAL PROPERTY LEASE
AGREEMENT FOR 44 BROAD STREET
NEW BUSINESS —- ORDINANCES
O-17-045
Endorser: Mayor Jim Donchess
MOVING PARKING ENFORCEMENT TO THE OFFICE OF ECONOMIC DEVELOPMENT IN THE
MAYOR’S OFFICE
PERIOD FOR GENERAL PUBLIC COMMENT
REMARKS BY THE MEMBERS OF THE BOARD OF ALDERMEN

Committee announcements:

ADJOURNMENT

11. 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. Professional Engineer shall require
Subcontractors to carry appropriate and lawful amounts of insurance for the services they
are providing. Professional Engineer will ensure compliance with this section and shall
receive valid certificates of insurance from all Subcontractors as proof that coverage is in
place..

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
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

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