Search

22,

23.

24,

25.

26.

Independent Contractor shall have the right, in order to avoid such claims or actions, to substitute
at its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

FINAL ACCEPTANCE. Upon completion of all work under the contract, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written
list of work not completed. With respect to work listed by the.City of Nashua as incomplete,
Independent Contractor shall promptly complete the work and the final acceptance procedure
shall be repeated. The date of final acceptance of a project by the City of Nashua shall be the date
upon which the City officially accepts and approves the notice of completion.

TAXES. Independent Contractor shall pay all taxes, ides duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Independent Contractor hereby indemnifies and holds harmless the City of
Nashua from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

NON-WAIVER OF TERMS AND CONDITIONS.. None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the ‘terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in-a written waiver.

RIGHTS AND REMEDIES. The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS. Independent Contractor shall not allow any officer or employee of the
City. of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. Independent Contractor warrants that no officer or employee of the City of Nashua has
any direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this
contract or in the business of Independent Contractor. If any such interest comes to the attention
of Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Independent Contractor further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for
cause in accordance with paragraph 8.

In the event Independent Contractor (or any of its officers, partners, principals, or employees
acting with its authority) is convicted of a crime involving a public official arising out or in
connection with the procurement of work to be done or payments to be made under this contract,
City of Nashua may terminate the contract at will or for cause in accordance with paragraph 8.
Upon termination, Independent Contractor shall refund to the City of Nashua any profits realized
under this contract, and Independent Contractor shall be liable to the City of Nashua for any costs
incurred by the City of Nashua in completing the work described in this contract. At the

GC 12 of 13

27,

28.

29.

discretion of the City of Nashua, these sanctions shall also be applicable to any such conviction
obtained after the expiration or completion of the contract.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Independent Contractor to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorable treatment with respect to the
awarding or amending or making of any determinations with respect to the performance of this
contract. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES. The City of Nashua and Independent Contractor,
including any of their respective agents or employees, shall not be liable to third parties for any
act or omission of the other party. This contract is not intended to create any rights, powers, or
interest in any third party and this agreement is entered into for the exclusive benefit of the City
of Nashua and Independent Contractor. . ”

SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY. In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other provision,
the contract shall be construed as if such invalid or unenforceable provisions were omitted, and
the parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying
the invalidity or unenforceability.

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire

31.

contract between the City of Nashua and Independent Contractor. The parties shall not be bound
by or be liable for any statement, representation, promise, inducement, or understanding of any
kind ormature not set forth in this contract. No changes, amendments, or modifications of any
terms or conditions of the contract shall be valid unless reduced to writing and signed by both

: parties.

CHOICE OF LAW AND. VENUE. T his 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.

GC 13 of 13

EXHIBIT B

a ——ol Skateparks

PROPOSED SCOPE OF WORK AND CONTRACT FOR
Nashua, NH Skatepark 4.

Artisan Skateparks has prepared this scope of work to su: _ze our design/build

“s-ecordingly, Artisan is
providing the City of Nashua, NH (CLIENT) with sis scope of wo. »for Design/Build
services for the design and construction of a pov#<.-in pl” Re custom concrete skate park
facility. The proposed scope of work for this projec: “tall include but not limited to the
following: .

PHASE I - Schematic Design

Objectives: —
° auc and overall project coordination.

gn,concepts, existing data sources and any other

+e in ¥-gards to this project.

‘ship with all team members.

plan goncept for the skatepark facility.

nate of probable construction cost for the skatepark facility.

Provide final ma.
e Provide prelimin

La- Collect Project Information

e The design team will provide the client with a project design program to help compile all
necessary information pertinent to this project. This form will assist the design team in
the design and development of the master plan improvements.

e The Client shall provide the design team with a list of approved, required and/or
prohibited construction products, materials, finishes and colors for this project.

e The Client shall provide the design team with all available existing and proposed project
information as it relates to the master plan, this shall include but not be limited to the
following items:

a. Property lines and project boundaries
b. Survey benchmark and basis of bearing
c. Easements

Artisan Skateparks
4600 Tamarack Dr., Kitty Hawk, NC, 27949
Andy Duck (252)202-1333, Fax (252)261-1184
artisanskateparks.com

rh @ A.

&

EXHIBIT B

Topography

Site improvements
Utility locations
Vegetation

e The Client shail provide the design team with the proposed construction budget and any
in-kind or local costs for materials to be included in the estimate of probable construction
costs.

e The Client shall provide the design team with a list of all agencies required to review and
approve the construction document package.

e The Client shall provide the design team with any specific details, title blocks,
specifications and/or document formatting requirements.

L.b-

Project Kick Off Meeting

e The Client and Design Team shall verify and revise the proj i ot design program, discuss

the project schedule and set up any future meeting dates.

Le- Design Trip and Public Meetings
e Site Visit: The Client and the Artisan will visit the treo) ject site
and any impacts on the existing site. f *. a
I.d- Skate Park Conceptual Designs

e Based on the information obtained fro the site visit™
committee, the design team will prepaye:
designs for both the Skatepark that illu
proposed site and budget. tite
The conceptual design :

Lf-

“ovided iroth plan and 3 dimensional views and will
rOW w thedocus for a Final Skate Park anal The final

_ Jesign/Master Plan
<e one final master plan based on the private and public design
« facility.

improvements and their relationships to the existing site in general detail.

Preliminary Estimate of Probable Construction Cost

e At this time the design team will consult with the client to include any in-kind donations
and or discounts available to the project, 1.e. Community Support Plan.

e The design team shall provide the Client with an estimate of probable construction cost
for the proposed Skate Park facilities and master plan improvements.

Artisan Skateparks
4600 Tamarack Dr., Kitty Hawk, NC, 27949
Andy Duck (252)202-1333, Fax (252)261-1184
artisanskateparks.com

EXHIBIT B

PHASE II - Construction Documents (90%-100% Submittal)

Objectives:
e Upon Client approval, the design team shall finalize the construction documents in
technical detail.
e The design team will submit 90% construction documents package to the appropriate
agencies for review, revisions and approval.
e The design team will present the client with 100% construction document package for
construction purposes.

ILa— Skate Park Design Development Meeting (phone conference)
e Ifnecessary, the Client and design team will discuss the review comments for the 90%
construction document package and the actions needed to address the comments.
e® Upon conclusion of the phone conference, the client will prow ide a written notice to
proceed.

I.b-— 90% Construction Drawings

e The design team will provide 90% Constructior®
e Typically in addition to the review comments.
the 90% construction drawings.

a. Cover Sheet: General project informa,
b. Site Plan: An overall plan showing thet
existing features requiring additional consi

c. 3 Dimensional Graphic: Af (
with terrain callouts and det: i

d. Surface Grading & Drat es /

locations and swales needed tov “avey ‘timsn elevations and direction of flow. Additionally
finish grade contours Wun eshow.. ergund the Skate park depicting proposed grading needed
kK “to the: existing grade.

All necessary elevations, slopes, lengths, pumps, drains and
outfall locations neé...:4 for tht proposed drainage system.

f. Concrete Plan: Typ © slostition, finish and color of all of the concrete.

g. Coping Plan: Type, lication, finish and color of all coping and metal components.

h. Cross Sections: Multiple dimensioned vertical sections cutting through all terrain
elements within the Skate park.

m. Details: Standard and custom construction detailing for all master plan improvements,
including but not limited to perimeter sidewalk and parking lot.

ILe— 100% Construction Documents Meeting (phone conference)
e The Client and lead designer will discuss the review comments for the 90% construction
document package and the actions needed to address the comments.
e Upon conclusion of the phone conference, the client will provide a written notice to
proceed.

Artisan Skateparks
4600 Tamarack Dr., Kitty Hawk, NC, 27949
Andy Duck (252)202-1333, Fax (252)261-1184
artisanskateparks.com

EXHIBIT B

Ild-— 100% Construction Documents
e Upon receipt of notice to proceed, final review comments will be addressed and final
construction document package prepared.
e — Upon completion of the final construction document package the following shall be
delivered to the client:
1. Reproducible scans of the construction drawings in PDF format.
2. Statement of probable construction costs in PDF format.

PHASE III —- Turnkey Construction Services

Objectives:
e Toconstruct the proposed Skatepark per plan, on time and within budget, while
maintaining world class qualitative standards. ie

Pre-Construction Meeting

e The Lead Designer and Construction PM will meetith Chie. d any other necessary

.Aocuments and or

specifications.

Construction
a. Mobilization

measures.
c. Grading will begin, to the sux
d. Installation of all shoteret e

scope of work hgve been completed.
e Final Project Completion Worksheet will be completed and submitted for final

payment.

Project Fees
Fees for the Services detailed in the proposed scope of work are outlined below. Reimbursable

expenses are included in the fee below.

Project Cost Fee Amount
Lump sum not to exceed amount of $550,000

Potential In-Kind Services
Artisan Skateparks
4600 Tamarack Dr., Kitty Hawk, NC, 27949
Andy Duck (252)202-1333, Fax (252)261-1184
artisanskateparks.com

EXHIBIT B

These services are potential and will or can be negotiated throughout the project:

Earthwork (import, compaction, stormwater drainage, and rough grading)

Irrigation (trenching)

Gravel Subbase

Material Donations (lumber, screws, concrete, rebar, steel, sand, stone)

Mobilization Expenses (housing, temporary storage container, dumpster services, portable
restrooms)

Our team is the leading name in the industry when it comes to integrating in-kind donations and
discounted materials/labor. We have completed numerous parks with what we call “Community
Support”. This plan enables us to integrate in-kind donations, materials, labor, etc into the
construction, which then reduces the overall construction fee to our clients. We have worked with
numerous communities aiding them during the construction process and helping them get more
skate-able square footage for their dollar. The value of any in-kind Services, materials or labor

ae

shall be a credit to the City in the final invoice.

ARTISAN SKATEPARKS RESPONSIBILITIES .

é
Cooperation: Artisan Skateparks will cooper? withthe Owner garing the life of the
Project. Artisan Skateparks will also take ail re: con 4 necessary precautions to protect
the Work of Owner and other contractors from da. : ge that may be caused by Artisan
Skateparks’s Work. 7 “ite”
Payment of oie Subcontracton ~ a) soplierg?*Artisan Skateparks agrees to pay
i a fabor, services, and materials supplied
ateparkts will indemnify and hold Owner
harmless from any claimssi ie . Skateparks’s employees, subcontractors, and
suppliers, providing Azan S eparks hg ‘been paid for the Work that is the subject of
the Claim.
Progress Reports: Gen requ. t by the Owner, Artisan Skateparks will supply reports on
the progress ont ‘fine Wor ee nd sti.) »s’of materials or equipment for use on the Project.
Safety: Arfi.a Skatepark, vill < comply with all safety laws, regulations, and/or
ordinances apy. cable to th’ Project that are set forth by any governmental agency with
jurisdiction overs *P. oidet. Artisan Skateparks will maintain a safe workplace at all
times and will imméc i

vely report any injuries or safety problems to Owner.

Clean up: Artisan Skateparks will maintain a clean work site and will keep the premises
free from accumulated waste.

Warranty: Artisan Skateparks warrants that the materials supplied and the equipment
furnished will be of good quality and new unless otherwise specified or permitted by the
Artisan Skateparks. Artisan Skateparks warrants that the Work will be free from defects
not inherent in the quality of the Work.

Project Assumptions
The following assumptions shall apply to the proposed scope of work and submitted fees:

All CAD files will be generated with AutoCAD 2007.

All drawings will be reviewed and stamped by necessary discipline retained by client.
Artisan Skateparks has not retained a Surveyor, Geo-technical Engineer, Civil Engineer
or Structural Engineer for this project.

Artisan Skateparks
4600 Tamarack Dr., Kitty Hawk, NC, 27949
Andy Duck (252)202-1333, Fax (252)261-1184
artisanskateparks.com

EXHIBIT B

Cost of any fencing, lighting, electrical or other amenities is not included in the fee
above.

Contract Provisions

1.

The compensation due Artisan Skateparks for the work to be performed hereunder shall be
set forth in Fees and Expenses above. The parties understand and agree that all work not
specifically delineated within the scope of work described herein shall be billed on a time
and materials basis, and shall be in addition to any budget, bid, or maximum price
agreement for the above described scope of work.

All fees, commissions, product charges and expenses billed shall be due within 30 days of
City approval of the billing. Artisan Skateparks will invoice for 10% at the completion and
acceptance of the Final Design Concept by the Client. Artisan Skateparks will invoice 10%
at the completion and acceptance of the Construction Documents. Artisan Skateparks will
provide Monthly pay applications during construction process. Pay applications will
accurately depict the progress of Artisan Skateparks’s Work outlined i in the Schedule of
Values (to be drafted at the completion of the Design Phase _

Should the project be published i in a book, magazine, ¢éwsp.' er, or publication for public
circulation, or if a job sign is erected, Artisan Skates“ 3 -, listed as the Skate Park
Designer and Contractor (as applicable). In addiric ‘on, this contract’: 3 fesents non-exclusive
approval by the Client for publication of the px, et bys stisan Skateparks.

The client shall be permitted to retain copies of draw ss and specifications for information
and reference in connection with the Che ie and oC _pancy of the project.

trary which requires safekeeping of
to safe keep or provide documents to Client,
‘seliable for any direct, actual or consequential
damages which occur a$ Sof its insibility to produce such documents by reason of
the casualty, destruction or of décuments held by Artisan Skateparks unless such
casualty, destruct#é: on Pas sha. -he-the result of the intentional and wrongful act or the
gross negligens? of Artis : _kateparks.

If any provisid.. of this Agr ement is for any reason held invalid or unenforceable, such
provision shall be. mets ‘separate and shall not affect the validity of the remaining
portions thereof.
This agreement shall ;-e binding upon and inure to the benefit of the parties and their
assigns and successors. in interest.

This agreement supersedes all prior agreements of the parties and shall not be

amended except by written agreement signed by each party.

Notwithstanding any provision herein <
documents or obligates Artisg i
Artisan Skateparks shall pes

Artisan Skateparks
4600 Tamarack Dr., Kitty Hawk, NC, 27949
Andy Duck (252)202-1333, Fax (252)261-1184
artisanskateparks.com

EXHIBIT B

Client: City of Nashua, NH Artisan Skateparks
Signature Signature
Printed Name Printed Name
Date Date
J

Ces,
gs

Artisan Skateparks
4600 Tamarack Dr., Kitty Hawk, NC, 27949
Andy Duck (252)202-1333, Fax (252)261-1184
artisanskateparks.com

22.

23.

24.

25.

26.

employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any material
prepared by or supplied to Independent Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Independent Contractor infringes any patent.

Independent Contractor shall have the right, in order to avoid such claims or actions, to substitute
at its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Independent Contractor shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Community Development Division Director or other designated official accepts and
approves the notice of completion.

TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Independent Contractor hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly
stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Independent Contractor warrants that no officer or employee of the City of Nashua has any direct
or indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or
in the business of Independent Contractor. If any such interest comes to the attention of
Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Independent Contractor further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict exists

GC-10