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STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the OWNER: City of Nashua, New Hampshire
229 Main Street
Nashua, NH 03060-2019

And the CONTRACTOR: Arlington Paving, dba BDM Sweeper Service, Inc.
and its successors, transferees and assignees (together “CONTRACTOR”)

For the following Project: Concord Street Crosswalk Traffic XD Application

ARTICLE 1 - THE CONTRACT DOCUMENTS

The CONTRACTOR shall complete the work described in the Contract Documents for this project. The
documents consist of:

1. This Agreement signed by the OWNER and CONTRACTOR, including the General Terms and
Conditions; ,

Drawings and Specifications, dtd June 2016 — Sheets 1-3;

Exhibit A-— BDM Sweeper Service, Inc Estimate dtd June 6, 2016;

Exhibit B — Standard Specifications and Special Provisions dtd June 7, 2016,

Insurance Certificate;

Written change orders for minor changes in the Work issued after execution of this Agreement; and
Fully Executed OWNER Purchase Order

AMP why

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which are
not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposals and the terms of this Agreement, a written

change order and/or fully executed OWNER Purchase Order, the terms of this Agreement, the written
change order or the fully executed OWNER Purchase Order shall control over the terms of the Proposals

ARTICLE 2 — PERIOD OF PERFORMANCE

CONTRACTOR shall perform and complete all work within the time periods set forth, The time periods
may only be altered by the parties by a written agreement to extend the period of performance or by
termination in accordance with the terms of the contract. CONTRACTOR shall begin performance upon
receipt of an Executed Contract and a valid Purchase Order issued from the City.

Substantial Completion shall be October 31, 2016

Page 1 of 10

FINNEY COUNTY, KANSAS”

7 REC

) RESP

In March 2020, the COVID-19 pandemic was declared a major disaster throughout the United States. Kansas Governor Laura
Kelly issued an emergency declaration in the same month and authorized the use of state resources and personnel to assist with
response and recovery operations that meet certain criteria.

CLIENT
Finney County, KS

REFERENCE
Robert Reece

County Administrator
311 N. Ninth Street
Garden City, KS 67846
Phone: (620) 272-3506

Email: rreece@finneycounty.

org

BUDGET
$589,116

DURATION
June 2020 - Present

SITUATION

Covering over [,300 square miles and with a population of almost 37,000 residents, the County

is located in the southwest part of Kansas. The major disaster declaration opened reimbursement
possibilities for all eligible Public Assistance applicants, including cities and counties across the country.
The incident period was back-dated to January 20,2020 and continues.

TASK

The recovery process is complex and often overwhelming, so we work with our clients to guide
them through the FEMA requirements and ensure they recetve the maximum eligible recovery
of costs. iParametrics and our partner, Metric, were retained by the County to support grant
management and writing for COVID-19-related reimbursements.

ACTION

The iParametrics team is providing the County with comprehensive grant management and cost
recovery services, including strategic planning, FEMA PA cost recovery, program implementation
support, and technical assistance and training. The strategic planning aspect covers how to utilize
SPARK grant and other sources of available funding, FEMA PA and cost recovery includes training
County staff on FEMA cost recovery tactics, project application,

RESULT

For Finney County, Kansas, we are managing a grant program of $10.9 million in funding. We recently
wrote the grant funding request for $1.8 million in new state grants and launched four grant
programs. We have assisied over 100 households, 29 businesses, and 20 community organizations.

“Their assistance in managing the County's approximate $/ 1 million in CARES Act CRF funding has allowed us to excel and
G G become a recognized leader in the State of Kansas. With their assistance, we were able to successfully access more than $2 million
of additional funding, allowing us to maximize the assistance to our residents, improve the County's response capabilities, and ensure our
long-term economic viability.” Robert Reece, County Adninistrator

B®

ARTICLE 3 — CONTRACT SUM

Subject to additions and deductions by Change Order, the OWNER shall pay CONTRACTOR, in
accordance with the Contract Documents, the Contract Sum of:

Thirty-Four Thousand Six Hundred Fifty-Seven and 50/100 Dollars (334,657.50)

The Contract Sum shall include all items and services necessary for the proper execution and completion of
the Work.

ARTICLE 4 — INSURANCE AND INDEMNIFICATION

CONTRACTOR 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;
> Motor Vehicle Liability: $1,000,000 Combined Single Limit;
*Coverage must include all owned, non-owned and hired vehicles.

>» Workers’ Compensation Coverage in compliance with the State of NH Statutes,
$100,000/$500,000/$ 100,000.

CONTRACTOR and SUBCONTRACTORs at every tier will fully comply with NH RSA Chapter
281-A, “Workers’ Compensation”.

The parties agree that CONTRACTOR shall have the status of and shall perform all work under this contract
as an independent CONTRACTOR, maintaining control over all its consultants, sub consultants,
CONTRACTORs, or SUBCONTRACTORs. The only contractual relationship created by this contract is
between the OWNER and CONTRACTOR, and nothing in this contract shall create any. contractual
relationship between the OWNER and CONTRACTOR’s consultants, sub consultants, CONTRACTORs, or
SUBCONTRACTORs. The parties also agree that CONTRACTOR is not an OWNER employee and that
there shall be no:

Withholding of income taxes by the OWNER:

Industrial insurance coverage provided by the OWNER;

Participation in group insurance plans which may be available to employees of the OWNER;
Participation or contributions by either the independent CONTRACTOR or the OWNER to the
public employee’s retirement system;

5. Accumulation of vacation leave or sick leave provided by the OWNER;

6. Unemployment compensation coverage provided by the OWNER.

Pee

CONTRACTOR will provide the OWNER with certificates of insurance for coverage as listed below and
endorsements affecting coverage required by the contract within ten calendar days after the OWNER issues
the notice of award. The OWNER 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 OWNER as an additional insured and reflect on the certificate of
insurance. CONTRACTOR is responsible for filing updated certificates of insurance with the OWNER'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,
CONTRACTOR must maintain umbrella liability insurance of at least $1,000,000. All aggregates
must be fully disclosed on the required certificate of insurance.

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>» The specified insurance requirements do not relieve CONTRACTOR of its responsibilities or limit
the amount of its liability to the OWNER or other persons, and CONTRACTOR 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 OWNER shall be
called upon to contribute to a loss.

» CONTRACTOR is responsibie for and required to remedy all damage or loss to any property,
including property of the OWNER, caused in whole or part by CONTRACTOR or anyone
employed, directed, or supervised by CONTRACTOR.

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

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General Terms and Conditions

ARTICLE 5 — GENERAL PROVISIONS

1.

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, representations or agreements, either written or oral. The Contract may be amended or
modified only by a written modification.

The term “Work” means the construction and services required by the Contract Documents, and
include all other labor, materials, equipment and services provided by the CONTRACTOR to fulfill
the CONTRACTOR’ obligations.

The intent of the Contract Documents is to include all items necessary for the proper execution and
completion of the Work by the CONTRACTOR. The Contract Documents are complementary, and
what is required by one shall be as binding as if required by all.

In the case of a discrepancy, calculated dimensions will govern over scaled dimensions, Contract
Drawings will govern over Standard Specifications, and Technical Specifications will govern over
both Contract Drawings and Standard Specifications. In the case of a discrepancy between the
Agreement and other Contract Documents, the more specific or stringent obligation or requirement
to the benefit of the OWNER shall take precedence.

The CONTRACTOR shall take no advantage of any apparent error or omission in the Contract
Drawings or Technical Specifications, and the Engineer will be permitted to make such corrections
and interpretations as may be deemed necessary to fulfill the intent of the Contract Documents,

ARTICLE 6 - OWNER

1.

Except for permits and fees, which are the responsibility of the CONTRACTOR under the Contract
Documents, the OWNER shall obtain and pay for other necessary approvals, easements, assessments
and charges.

If the CONTRACTOR fails to correct Work that is not in accordance with the Contract Documents,
the OWNER may direct the CONTRACTOR in writing to stop the Work until the correction is
made.

If the CONTRACTOR defaults or neglects to carry out the Work in accordance with the Contract
Documents and fails within a seven day period after receipt of written notice from the OWNER to
correct such default or neglect with diligence and promptness, the OWNER may, without prejudice
to other remedies, correct such deficiencies. In such case, a Change Order shall be issued deducting
the cost of correction from payments due the CONTRACTOR.

The OWNER reserves the right to perform construction or operations related to the project with the
OWNER’s own forces, and to award separate contracts in connection with other portions of the
project.

The CONTRACTOR shall coordinate and cooperate with separate CONTRACTORs employed by
the OWNER.

Costs caused by delays or by improperly timed activities or defective construction shall be borne by
the responsible party.

ARTICLE 7 —- CONTRACTOR

1.

Execution of the Contract by the CONTRACTOR is a representation that the CONTRACTOR has
visited the site, become familiar with local conditions under which the Work is to be performed and
correlated personal observations with requirements of the Contract Documents.

The CONTRACTOR shall carefully study and compare the Contract Documents with each other and
with information furnished by the OWNER. Before commencing activities, the CONTRACTOR
shall: (1) take field measurements and verify field conditions; (2) carefully compare this and other
information known to the CONTRACTOR with the Contract Documents; and (3) promptly report
errors, inconsistencies or omissions discovered to the OWNER.

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The CONTRACTOR shall supervise and direct the Work, using the CONTRACTOR’s best skill and
attention. The CONTRACTOR shall be solely responsible for and have control over construction
means, methods, techniques, sequences and procedures, and for coordinating all portions of the
Work.

The CONTRACTOR, as soon as practicable after award of the Contract, shall furnish in writing to
the OWNER the names of SUBCONTRACTORs or suppliers for each portion of the Work. The
OWNER will promptly reply to the CONTRACTOR in writing if, after due investigation, he has
reasonable objection to the SUBCONTRACTORs or suppliers listed.

Unless otherwise provided in the Contract Documents, the CONTRACTOR shall provide and pay

-for labor, materials, equipment, tools, utilities, transportation, and other facilities and services

necessary for proper execution and completion of the work.

The CONTRACTOR shall deliver, handle, store and install materials in accordance with

manufacturers’ instructions.

The CONTRACTOR warrants to the OWNER that (1) materials and equipment furnished under the

contract will be new and of good quality unless otherwise required or permitted by the Contract

Documents; (2) the Work will be free from defects not inherent in the quality required or permitted;

and (3) the Work will conform to the requirements of the Contract Documents.

The CONTRACTOR shall pay sales, consumer, use and similar taxes that are legally required when

the Contract is executed.

The CONTRACTOR shall obtain and pay for the building permit and other permits and

governmental fees, licenses and inspections necessary for proper execution and completion of the

Work.

The CONTRACTOR shall comply with and give notices required by agencies having jurisdiction

over the Work. If the CONTRACTOR performs Work knowing it to be contrary to laws, statutes,

ordinances building codes, and rules and regulations without notice to the OWNER, the

CONTRACTOR shall assume full responsibility for such Work and shall bear the attributable costs.

The CONTRACTOR shall promptly notify the OWNER in writing of any known inconsistencies in

the Contract Documents with such governmental laws, rules and regulations.

The CONTRACTOR shall promptly review, approve in writing and submit Shop Drawings, Product

Data, Samples and similar submittals required by the Contract Documents. Shop Drawings, Product

Data, Samples and similar submittals are not Contract Documents.

The CONTRACTOR shall confine operations at the site to areas permitted by law, ordinances,

permits, the Contract Documents and the OWNER.

The CONTRACTOR shall be responsible for cutting, fitting or patching required completing the

Work or to make its parts fit together properly.

The CONTRACTOR shall keep the premises and surrounding area free from accumulation of debris

and trash related to the Work.

CONTRACTOR warrants and guarantees to OWNER, for_ 1 year. upon completion of

work, that all Work will be in accordance with the Contract Documents and will not be

defective. CONTRACTOR’s warranty and guarantee hereunder excludes defects or damage

caused by:

> Abuse, modification, or improper maintenance or operation by persons other than
CONTRACTOR, SUBCONTRACTORs, Suppliers, or any other individual or entity for
whom CONTRACTOR is responsible; or

¥ Normal wear and tear under normal usage.

ARTICLE 8 — CHANGES IN THE WORK

1.

After execution of the Contract, changes in the Work may be accomplished by Change Order or by
order for a minor change in the Work. The OWNER, without invalidating the Contract, may order
changes in the Work within the general scope of the Contract consisting of additions, deletions or
other revisions, the Contract Sum and Contract Time being adjusted accordingly.

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A Change Order shaii be a written order to the CONTRACTOR signed by the OWNER to change
the Work, Contract Sum or Contract Time.

Change Order requests must include material and equipment cost plus labor with a profit margin of
no more than 10%. Change Orders may require approval by the OWNER Board of Public Works
and the OWNER Finance Committee vote prior to proceeding.

The OWNER will have authority to order minor changes in the Work not involving changes in the
Contract Sum or the Contract Time and not inconsistent with the intent of the Contract Documents.
Such changes shall be written orders and shall be binding on the OWNER and CONTRACTOR.
The CONTRACTOR shall carry out such written orders promptly.

If concealed or unknown physical conditions are encountered at the site that differ materially from
those indicated in the Contract Documents or from those conditions ordinarily found to exist, the
Contract Sum and Contract Time shall be subject to equitable adjustment following authorization of
the OWNER to the charges.

ARTICLE 9 — TIME

1.

Time limits stated in the Contract Documents are of the essence to the Contract.

2. — If the CONTRACTOR is delayed at any time in progress of the Work by changes ordered in the

Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes
beyond the CONTRACTOR’s control, the Contract Time shall be extended by Change Order for
such reasonable time as may be determined.

ARTICLE 11 - PAYMENTS AND COMPLETION

1.

The Contract Sum stated in the Agreement, including authorized adjustments, is the total amount
payable by the OWNER to the CONTRACTOR for performance of the Work under the Contract
Documents.

Once every thirty (30) days, the CONTRACTOR shall submit an itemized Application for
Payment for operations completed in accordance with the values stated in the Agreement. Such
application shall be supported by such data substantiating the CONTRACTOR’ right to payment as
the OWNER may reasonably require.

Application for Payment performed under this agreement shall be submitted directly to:

City of Nashua
Accounts Payable

PO Box 2019

Nashua, NH 03061-2019
Attn: Sonia Shahnaj, PE

To facilitate the proper and timely payment of applications, the OWNER requires that all
applications contain a valid PURCHASE ORDER NUMBER.

The CONTRACTOR warrants that title to all Work covered by an Application for Payment will pass
to the OWNER no later than the time of payment. The CONTRACTOR further warrants that upon
submittal of an Application for Payment, all Work for which Certificates for Payment have been
previously issued and payments received from the OWNER shall, to the best of the
CONTRACTOR’s knowledge, information and belief, be free and clear of liens, claims, security
interests or other encumbrances adverse to the OWNER’s interests.

OWNER shall make payments, for work satisfactorily completed and accurately invoiced, on the
basis of CONTRACTORs Application for Payment, within 30 days of approval by the OWNER.

The CONTRACTOR shall promptly pay each SUBCONTRACTOR and material supplier out of the
amount paid to the CONTRACTOR on account of such entities’ portion of the Work.

The OWNER shall have no responsibility for the payment of money to a SUBCONTRACTOR or
material supplier.

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10.

If.

12.

An Application for Payment, a progress payment, or partial or entire use or occupancy of the project
by the OWNER shall not constitute acceptance of Work not in accordance with the requirements of
the Contract Documents.

Substantial completion is the stage in the progress of the Work when the Work or designated portion
thereof is sufficiently complete in accordance with the Contract Documents so the OWNER can
occupy or utilize the Work for its intended use.

When the Work or designated portion thereof is substantially complete, the CONTRACTOR and
OWNER shall establish responsibilities for completion and shall fix the time within which the
CONTRACTOR shall finish all items on the list accompanying the Certificate. Warranties required
by the Contract Documents shall commence on the date of Substantial Completion of the Work or
designated portion thereof unless otherwise provided in the Certificate of Substantial Completion.
Upon receipt of a final Application for Payment, the OWNER will inspect the Work. When he finds
the Work acceptable and the Contract fully performed, the OWNER will promptly issue a final
Certificate for Payment.

Acceptance of final payment by the CONTRACTOR, a SUBCONTRACTOR or material supplier
shall constitute a waiver of claims by that payee except those previously made in writing and
identified by that payee as unsettled at the time of final Application for Payment.

ARTICLE 11— RETAINAGE

1. The OWNER will retain a portion of the progress payment, each month, in accordance with the
following procedures:

2.

a. The OWNER will establish an escrow account in the bank of the OWNER’S choosing.
The account will be established such that interest on the principal will be paid to the
CONTRACTOR. The principal will be the accumulated retainage paid into the account by
the OWNER. The principal will be held by the bank, available only to the OWNER, until
termination of the contract.

b. Until the work is 50% complete, as determined by the ENGINEER, retainage shall be 10%
of the monthly payments claimed. The computed amount of retainage will be deposited in
the escrow account established above.

c. After the work is 50% complete, and provided the CONTRACTOR has satisfied the
ENGINEER in quality and timeliness of the work, and provided further that there is no
specific cause for withholding additional retainage no further amount will be withheld. The
escrow account will remain at the same balance throughout the remainder of the project.

Upon final completion and acceptance of the Work, OWNER shall hold 2% retainage during the 1
(one) year warranty period and release it only after the project has been accepted.

ARTICLE 12— PROTECTION OF PERSONS AND PROPERTY

Ll.

The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety
precautions and programs, including all those required by law in connection with performance of the
Contract. The CONTRACTOR shall promptly remedy damage and loss to property caused in whole
or in part by the CONTRACTOR, or by anyone for whose acts the CONTRACTOR may be liable.

ARTICLE 13 - CORRECTION OF WORK

1,

The CONTRACTOR shall promptly correct Work rejected by the OWNER as failing to conform to
the requirements of the Contract Documents. The CONTRACTOR shall bear the cost of correcting
such rejected work

In addition to the CONTRACTOR’s other obligations including warranties under the Contract, the
CONTRACTOR shall, for a period of one year after Substantial Completion, correct work not
conforming to the requirements of the Contract Documents.

Page 7 of 10

3. If the CONTRACTOR fails to correct nonconforming Work within a reasonable time, the OWNER
may correct it and the CONTRACTOR shall reimburse the OWNER for the cost of the correction.

ARTICLE 14 — 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, non-contractual, financial
or otherwise, in this contract or in the business of the CONTRACTOR. 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 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. If
OWNER determines that a conflict exists and was not disclosed to the OWNER, it may terminate the
contract at will or for cause.

ARTICLE 15 — TERMINATION OF THE CONTRACT

1. 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 that part of the project and contract.

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

a. Immediately discontinue work on the date and to the extent specified in the notice.
b. Provide the OWNER with a list of all unperformed services.
c. 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.

d. 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,

e. 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.

2. 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.

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

a. Immediately discontinue work on the date and to the extent specified in the notice.
b. Provide the OWNER with a list of all unperformed services.
Cc. 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,

d. Immediately make every reasonable effort to cbtain 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.

e. 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.

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. Upon termination of the
contract or 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 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, sub-CONTRACTORs, sub consultants, vendors, or suppliers are expressly recognized to
be within CONTRACTOR's control.

ARTICLE 16— DISPUTE RESOLUTION

The parties shall attempt to resolve any dispute related to thts 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 the 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 nght may be limited by the terms of this contract.

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