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City of Nashua
Accounts Payable
PO Box 2019
Nashua, NH 03061-2019
Attn: Nick Caggiano

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.
B. Review of Applications.

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

2. ENGINEER's recommendation of any payment requested in an Application for Payment 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.

3. 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.

4. 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.

5. 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:

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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.

Cc. 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

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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 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.

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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 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.

Cc. 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.

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ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 OWNER May Suspend Work

A. At any time and without cause, OWNER may suspend the Work or any portion thereof for a period of not more than
90 consecutive days by notice in writing to CONTRACTOR and ENGINEER which will fix the date on which Work will
be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR shall be allowed an
adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such
suspension if CONTRACTOR makes a Claim therefore as provided in paragraph 10.05.

B. If the performance of all or any part of the work is suspended, delayed or interrupted for an unreasonable period of

time by an act of the OWNER in administration of the Contract, or by the OWNER's failure to act within the time
specified in the Contract (or if no time is specified, within a reasonable time), the OWNER will make an adjustment for
any increase in the cost of performance of this Contract (excluding profit) necessarily caused by such unreasonable
suspension, delay or interruption and modify the Contract in writing. However, no adjustment shall be made under this
clause for any suspension, delay or interruption to the extent (1) that performance would have been so suspended,
delayed, or interrupted by any other cause, including the fault or negligence of the CONTRACTOR, or (2) for which an
equitable adjustment is provided for or excluded under any other provision of the Contract.

C. No claim under paragraphs 15.01.A or 15.01.B shall be allowed unless the amount claimed is asserted in writing as
soon as practicable after the termination of such suspension, delay or interruption, but no later than the date of
application for final payment under the contract.

15.02 OWNER May Terminate for Cause
A. The occurrence of any one or more of the following events will justify termination for cause:

1. CONTRACTOR's persistent failure to perform the Work in accordance with the Contract Documents (including,
but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to
the progress schedule established under paragraph 2.07 as adjusted from time to time pursuant to paragraph
6.04);

2. CONTRACTOR's disregard of Laws or Regulations of any public body having jurisdiction;
3. CONTRACTOR's disregard of the authority of ENGINEER; or
4. CONTRACTOR's violation in any substantial way — of any provisions of the Contract Documents.

B. If one or more of the events identified in paragraph 15.02.A occur, OWNER may, after giving CONTRACTOR (and
the surety, if any) seven days written notice, terminate the services of CONTRACTOR, exclude CONTRACTOR from
the Site, and take possession of the Work and of all CONTRACTOR's tools, appliances, construction equipment, and
machinery at the Site, and use the same to the full extent that could be used by CONTRACTOR (without liability to
CONTRACTOR for trespass or conversion), incorporate in the Work all materials and equipment stored at the Site or
for which OWNER had paid CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may
deem expedient. In such case, CONTRACTOR shall not be entitled to receive any further payment until the Work is
finished. If the unpaid balance of the Contract Price exceeds 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) sustained by OWNER arising out of or relating to completing the work, such excess will
be paid to CONTRACTOR. If such claims, costs, losses, and damages exceed such unpaid balance, CONTRACTOR
shall pay the difference to OWNER. Such claims, costs, losses, and damages incurred by OWNER will be reviewed by
ENGINEER, incorporated in a Change Order. When exercising any rights or remedies under this paragraph OWNER
shall not be required to obtain the lowest price for the Work performed.

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C. Where CONTRACTOR's service have been so terminated by OWNER, the termination will not affect any rights or
remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment
of moneys due CONTRACTOR by OWNER will not release CONTRACTOR from liability.

15.03 OWNER May Terminate For Convenience

A. Upon seven days written notice to CONTRACTOR and ENGINEER, OWNER may, without cause and without
prejudice to any other right or remedy of OWNER, elect to terminate the Contract. In such cases, CONTRACTOR shall
be paid (without duplication of any items):

1. For completed and acceptable Work executed in accordance with the Contract Documents prior to the
effective date of termination, including fair and reasonable sums for overhead and profit on such Work;

2. For expenses sustained prior to the effective date of termination in performing services and furnishing labor,
materials, or equipment as required by Contract Documents in connection with uncompleted Work, plus fair and
reasonable sums of overhead and profit on such expenses;

3. For 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
in settlement of terminated contracts with Subcontractors, Suppliers, and others; and

4. For reasonable expenses directly attributable to termination.

B. CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising
out of or resulting from such termination.

C. This Contract may be terminated in whole or in part in writing by the OWNER for its convenience, provided that the
CONTRACTOR is given written notice (delivered by certified mail, return receipt requested) of intent to terminate, and
an opportunity for consultation with the terminating party prior to termination.

D. If termination for default is effected by the OWNER, and equitable adjustment in the price provided for in this
Contract shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work,
and (2) any payment due to the CONTRACTOR at the time of termination may be adjusted to cover any additional
costs to the OWNER because of the CONTRACTOR's default. If termination for default is effected by the
CONTRACTOR, or if termination for convenience is effected by the OWNER, the equitable adjustment shall include a
reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for
payment to the CONTRACTOR for services rendered and expenses incurred prior to the termination, in addition to
termination settlement costs reasonably incurred by the CONTRACTOR relating to commitments which had become
firm prior to the termination.

E. Upon receipt of a termination action under paragraphs 15.03.C or 15.03.D above, the CONTRACTOR shall (1)
promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available
to the OWNER all data, Drawings, Specifications, reports, estimates, summaries and such other information and
materials as may have been accumulated by the CONTRACTOR in performing this Contract, whether completed or in
process.

F. Upon termination under paragraphs 15.03.C or 15.03.D above, the OWNER may take over the work and may award
another party a contract to complete the work under this Contract.

G. lf, after termination for failure of the CONTRACTOR to fulfill contractual obligations, it is determined that the
CONTRACTOR had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the
convenience of the OWNER. In such event, adjustment of the Contract Price shall be made as provided in paragraph
15.03.D of this clause.

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15.04 CONTRACTOR May Stop Work or Terminate

A. If, through no act or fault of CONTRACTOR, the Work is suspended for more than 90 consecutive days by OWNER
or under an order of court or other public authority, or ENGINEER fails to act on any Application for Payment within 30
days after it is submitted, or OWNER fails for 30 days to pay CONTRACTOR any sum finally determined to be due,
then CONTRACTOR may, upon seven days written notice to OWNER and ENGINEER, and provided OWNER or
ENGINEER do not remedy such suspension or failure within that time, terminate the Contract and recover from
OWNER payment on the same terms as provided in paragraph 15.03. In lieu of terminating the Contract and without
prejudice to any other right or remedy, if ENGINEER has failed to act on an Application for Payment within 30 days after
it is submitted, or OWNER has failed for 30 days to pay CONTRACTOR any sum finally determined to be due,
CONTRACTOR may, seven days after written notice to OWNER and ENGINEER, stop the Work until payment is made
of all such amounts due CONTRACTOR, including interest thereon. The provisions of this paragraph 15.04 are not
intended to preclude CONTRACTOR from making a Claim under paragraph 10.05 for an adjustment in Contract Price
or Contract Times or otherwise for expenses or damage directly attributable to CONTRACTOR's stopping the Work as
permitted by this paragraph.

B. This Contract may be terminated in whole or in part in writing by either party in the event of substantial failure by the
other party to fulfill its obligations under the Contract through no fault of the terminating party, provided that no
termination may be effected unless the other party is given (1) not less than ten (10) calendar days written notice
(delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with
the terminating party prior to termination.

ARTICLE 16 - DISPUTE RESOLUTION

16.01 Methods and Procedures

A. Dispute resolution methods and procedures, if any, shall be as set forth in the Supplementary Conditions. If no
method and procedure has been set forth, and subject to the provisions of paragraphs 9.09 and 10.05, OWNER and
CONTRACTOR may exercise such rights or remedies as either may otherwise have under the Contract Documents or
by Laws or Regulations in respect of any dispute.

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.

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Board of Aldermen Page 37
September 27, 2016

Alderman Siegel

I’d like to thank everyone who worked so hard for the Downtown Nashua Music Festival and also the
farmer’s dinner which was tremendous. l’d also like to congratulate the Mayor on becoming a
grandfather.

Alderman Cookson

Earlier this evening we accepted and placed a file the Personnel/Administrative Affairs Committee
meeting minutes from September 19, 2016. | am glad that since we did accept it and place it on file you
had an opportunity to review those minutes prior to accepting them. During the course of the meeting
there was a dialogue that took place between Mayor Donchess and myself and it was with regard to the
Welcoming America Initiative and during the course of that conversation Mayor Donchess attempted to
attribute a comment; what | perceived to be a comment about some information that | had provided and
his response was “I mean really, they are not the enemy.” It was with regard to a link that | had provided
in the course of discussion. At that moment when | felt that some value was being attributed to my
statement, my comment, | asked for personal privilege of the chair of the committee. As we are talking
about rules this evening, whether it be a code of conduct or whether it be Mason’s or whatever the case
may be, | asked for personal privilege that evening. Chairman Clemons response to that question or that
point was that | was out of order and to please let the Mayor finish. | just wanted to share with the rest of
Board that again, | provided the information, the Mayor attributed...| made no comment of whether it was
good or bad, | just made a statement and provided a link for the committee to review. Again, the Mayor
made the comment that suggested that it was derogatory in some way and that’s just incorrect, it’s
insulting and it was disrespectful at the time. | will let you know that the Mayor did apologize to me
between meetings and | accepted that apology. However, as we look at Mason's; I'll share some
knowledge with you. This is called questions for personal privilege, this is on page 174 for those of you
who might be interested in learning. Questions of personal privilege of members must relate to
questions related to members of the body or relate to charges against their character that would in truth
incapacitate their membership they are not entitled to the floor on a question of personal privilege unless
they propose to present relates them in there representative capacity. What happens when a member
asks for personal privilege? Vhen a question of privilege is one affecting the House or any one of its
members it requires immediate action. It may be raised while a member is speaking. It is in order to
raise the question of privilege at any time. The presiding officer must decide whether it is a question of
privilege and it is not of sufficient urgency to justify interrupting the speaker. A member wishing to raise
the question of privilege should rise and address the presiding officer without waiting to be recognized
and say “I rise to a question of privilege or privilege of the House or | rise the question of personal
privilege. The presiding officer should then request the member to state the question and in no way
should the appropriate response be by the chair that you are out of order. So, what | would suggest at
this point is that | would certainly expect at the very least an apology from the chair of the committee. It’s
important that even though he might be ignorant of the procedure and the rules of Mason’s, that he was
out of order that particular evening. At the same time, and while | understand that the chair of that
committee is a sophomore on this Board, may not be familiar with all of the rules, he was previously the
chair of another committee so he should be. He should understand what is going on. Unfortunately, Mr.
President, you happened to be sitting in this Chamber that evening as well. What | find more egregious
is the fact that you didn’t take this as an opportunity to provide some guidance to the leadership that you
have put in place on this Board. We have rules in place and it’s quite clear that | was not addressed
appropriately, accurately and nobody took the effort or time to understand what the actual motion was
and what | was entitled to. While the chairman, again, may be negligent or ignorant of the rules, | know
that you are not and | would hope that you would take this as an opportunity to educate those leaders
that you put in place to represent this body. Those are my comments this evening.

Alderman LeBrun

| would like to remind everyone that on Sunday morning at 10:00 a.m. there is a memorial on Amherst
and Concord Streets at the Fallen Firefighter's Memorial.

10.

11.

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,
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;

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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. The Contract is to be governed by the law of the state in which the Project is located, and any litigation arising out of
this Contract shall be brought in a court located in the State of New Hampshire.

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.

2. At least 5 days prior to the proposed closure, the CONTRACTOR shall submit a detour traffic plan for each
location being detoured.

3. The CONTRACTOR shall install standard traffic control devices in accordance with the Detour Signage plan
provided in the bid documents and the Manual on Uniform Traffic Control Devices (MUTCD.)

4. The detour signage shall be covered when the road closure is not in effect.

B. CONTRACTOR shall notify the following agencies of any traffic delays or road closures three days in advance of the
work:

Nashua Police Department: (603) 594-3500
Nashua Fire Department: (603) 594-3652
School Bus Garage: (603) 594-4300
Nashua Solid Waste Department (603) 589-3410
Nashua Building Department (603) 589-3080

17.08 Prohibited Interests

CONTRACTOR shall not allow any officer or employee of the OWNER to have any indirect or direct interest in this
contract or the proceeds of this contract CONTRACTOR warrants that no officer or employee of the OWNER has any
direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or in the business
of CONTRACTOR. If any such interest comes to the attention of CONTRACTOR at any time, a full and complete
disclosure of the interest shall be immediately made in writing to the OWNER. 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. CONTRACTOR further warrants
that no person having such an interest shall be employed in the performance of this contract. If OWNER determines
that a conflict exists and was not disclosed to the OWNER, it may terminate the contract at will or for cause in
accordance with Article 15.02.

GC - 52 of 53