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

5, EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless
approved by the City of Nashua.

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

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Division of Public Works, Engineering ‘CDM Smith Inc.

Amy Prouty Gill Daniel Bisson, P.E.

9 Riverside Street 670 N. Commercial Street, Suite 208
Nashua, NH 03062 ‘Manchester, NH 03101

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

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

City of Nashua, NH (signature) CDM Smith Inc. (signature)
James Donchess, Mayor Daniel Bisson, PE Associate
(Printed Name and Title) (Printed Name and Title)

Date Date

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EXHIBIT A
TABLE OF CONTENTS
(GENERAL CONDITIONS
DEFINITIONS

PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITy oF NASHUA COOPERATION

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

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

FEDERAL SUBCONTRACTING REQUIREMENTS
ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS
RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES

SURVIVAL OF RIGHTS AND OBLIGATIONS

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30. SEVERABILITY GC--15
31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT GC--13

32. CHOICE OF LAW AND VENUE GC--13

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General Terms and Conditions

1. DEFINITIONS. Unless otherwise required by the context, "Professional Engineer”, and
its successors, transferees and assignees (together “Professional Engineer’) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

2. PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only
contractual relationship created by this contract is between the City of Nashua and Professional
Engineer, and nothing in this contract shall create any contractual relationship between the City
of Nashua and Professional Engineer's consultants, sub consultants, contractors, or
subcontractors. The parties also agree that Professional Engineer is not a City of Nashua
employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of
the City of Nashua;

(4) Participation or contributions by either the Professional Engineer or the City
of Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

3. STANDARD OF CARE. Professional Engineer shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed under
this contract. Professional Engineer warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Professional Engineer to assure at its own expense that all work is technically sound and in
conformance with all applicable federal, state, and local laws, statutes, reguiations, ordinances,
orders, or other requirements. In addition to all other rights which the City of Nashua may have,
Professional Engineer shall, at its own expense and without additional compensation, re-perform
work to correct or revise any deficiencies, omissions, or errors in the work or the product of the
work or which result from Professional Engineer's failure to perform in accordance with this
standard of care. Any approval by the City of Nashua of any products or services furnished or
used by Professional Engineer shall not in any way relieve Professional Engineer of the
responsibility for professional and technical accuracy and adequacy of its work. City of Nashua
review, approval, or acceptance of, or payment for any of Professional Engineer's work under
this contract shall not operate as a waiver of any of the City of Nashua's rights or causes of action
under this contract, and Professional Engineer shall be and remain liable in accordance with the
terms of the contract and applicable law.

Professional Engineer shall furnish competent and skilled personnel to perform the work under

this contract. The City of Nashua reserves the right to approve key personnel assigned by
Professional Engineer to perform work under this contract. Approved key personnel shall not be

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taken off of the project by Professional Engineer without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Engineer shall, if
requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

4. Ciry OF NASHUA REPRESENTATIVE. The City of Nashua may designate a City of
Nashua representative for this contract. If designated, all notices, project materials, requests by
Professional Engineer, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

5. CHANGES TO SCOPE OF Work. The City of Nashua may, at any time, by written order,
make changes to the general scope, character, or cost of this contract and in the services or work
to be performed, either increasing or decreasing the scope, character, or cost of Professional
Engineer's performance under the contract. Professional Engineer shall provide to the City of
Nashua within 10 calendar days, a written proposal for accomplishing the change. The proposal
for a change shall provide enough detail, including personnel hours for each sub-task and cost
breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The
City of Nashua will then determine in writing if Professional Engineer should proceed with any
or all of the proposed change. If the change causes an increase or a decrease in Professional
Engineer's cost or time required for performance of the contract as a whole, an equitable
adjustment shall be made and the contract accordingly modified in writing. Any claim of
Professional Engineer for adjustment under this clause shall be asserted in writing within 30 days
of the date the City of Nashua notified Professional Engineer of the change.

When Professional Engineer seeks changes, Professional Engineer shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including

personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able
to adequately analyze the proposal. The City of Nashua will then determine in writing if
Professional Engineer should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Engineer shall implement no change unless
the City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is
critical or public health and safety are of concern. Any verba! approval shall be confirmed in
writing as soon as practicable. Any change undertaken without prior City of Nashua approval
shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract
termination.

6. City oF NASHUA COOPERATION. The City of Nashua agrees that its personnel will
cooperate with Professional Engineer in the performance of its work under this contract and that
such personnel will be available to Professional Engineer for consultation at reasonable times
and after being given sufficient advance notice that will prevent conflict with their other
responsibilities. The City of Nashua also agrees to provide Professional Engineer with access to
City of Nashua records in a reasonable time and manner and to schedule items that require action
by the Board of Public Works and Finance Committee in a timely manner. The City of Nashua
and Professional Engineer also agree to attend all meetings called by the City of Nashua or
Professional Engineer to discuss the work under the Contract, and that Professional Engineer

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To help the country continue recovering from the COVID-1|9 pandemic, additional financial relief was established through the passing
of the American Rescue Plan Act (ARPA) in March 2021.The City of Fayetteville, NC, recognized that they needed assistance to ensure

effective response and recovery efforts and sought assistance from an outside resource.

CLIENT SITUATION
City of Fayetteville, NC As the sixth largest city in the state, Fayetteville covers 150 square miles with a population of over
200,000 residents. In 2016, Hurricane Matthew affected the City of Fayetteville’s infrastructure with

WIS ab ho winds over 60 mph and rain totaling over [5 inches. With the anticipation of ARPA funds, the City

Douglas Hewett, ICMA-CM
City of Fayetteville, NC
433 Hay Street

decided to bring on an outside firm to assist in their COVID-19 recavery efforts while exploring
infrastructure investment opportunities under the ARPA,

Fayetteville, NC 2830 TASK
(10) 433-1990 iParametrics was asked to provide strategic advice to the City to identify applicable uses for their
dhewett@ci fay.nc.us ARPA funds and maximize their ability to recover costs under various federal programs, including

the FEMA Public Assistance Program, the Coronavirus Relief Fund, and HHS/CDC grants. Initial tasks
BUDGET included identifying nonprofits, households, small businesses, and impacted industries who experienced
$674,960 negative economic impacts of COVID-19, identifying public health workers who performed essential

work during the pandemic. identifying lost revenues, and identifying opportunities to construct broad

DURATION band infrastructure,

June 2021 - Present
ACTION
iParametrics, along with our partners Metric and AG Witt, is providing the City with comprehensive
grant management and cost recovery services, including strategic planning, FEMA PA cost recovery,
community outreach, program implementation support, and technical assistance. Ve have positioned
the City to maximize their cost recovery efforts by leveraging each federal funding stream to pay for
unique items that are needed.

RESULT
The City of Fayetteville is better equipped to respond to the current COVID-19 pandemic as well as
future disaster declarations.

may elect to conduct and record such meetings and shall later distribute prepared minutes of the
meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
Professional Engineer warrants that it has examined all contract documents, has brought all
known conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in
writing, and has concluded that the City of Nashua's resolution of each matter is satisfactory to
Professional Engineer. All future questions Professional Engineer may have concerning
interpretation or clarification of this contract shall be submitted in writing to the City of Nashua
within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis
for Professional Engineer's question or position. The City of Nashua representative shall render
a decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any
work affected by a conflict, error, omission, or discrepancy which has been performed by
Professional Engineer prior to having received the City of Nashua's resolution shall be at
Professional Engineer's risk and expense. At all times, Professional Engineer shall carry on the
work under this contract and maintain and complete work in accordance with the requirements of
the contract or determination of the City of Nashua. Professional Engineer is responsible for
requesting clarification or interpretation and is solely liable for any cost or expense arising from
its failure to do so.

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua,
in its sole discretion, shall have the right to terminate, abandon, or suspend all or part of the
project and contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all
or part of the project, it shall provide Professional Engineer 10 day’s written notice of its intent
to do so.

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

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

Immediately discontinue work on the date and to the extent specified in the notice.
Place no further orders or subcontracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under the
notice, assign to the City of Nashua any orders or subcontracts specified in the
notice, and revoke agreements specified in the notice.

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

written notice from the City of Nashua to resume performance.

No

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall
receive all amounts due and not previously paid to Professional Engineer for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for
work thereafter completed as specified in the notice, as well as the direct costs of termination,

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abandonment or suspension at will. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE. This agreement may be terminated by the City of
Nashua on 10 calendar day’s written notice to Professional Engineer in the event of a failure by
Professional Engineer to adhere to all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, pursue the project or to complete work in
a timely and professional manner. Professional Engineer shall be given an opportunity for
consultation with the City of Nashua prior to the effective date of the termination. Professional
Engineer may terminate the contract on 10 calendar days written notice if, through no fault of
Professional Engineer, the City of Nashua fails to pay Professional Engineer for 30 days after the
date of approval of any submitted invoice forms and progress reports.

In the event of a termination for cause, Professional Engineer shall receive all amounts due and
not previously paid to Professional Engineer for work satisfactorily completed in accordance
with the contract prior to the date of the notice, less all previous payments. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work. Any
such payment may be adjusted to the extent of any additional costs occasioned to the City of
Nashua by reasons of Professional Engineer's failure. Professional Engineer shall not be relieved
of liability to the City of Nashua for damages sustained from the failure, and the City of Nashua
may withhold any payment to the Professional Engineer until such time as the exact amount of
damages due to the City of Nashua is determined. All claims for payment by the Professional
Engineer must be submitted to the City of Nashua within 30 days of the effective date of the
notice of termination.

If after termination for the failure of Professional Engineer to adhere to all the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of
Nashua, pursue the project or to complete 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 make an equitable adjustment
in the compensation paid to Professional Engineer. The adjustment shall include a reasonable
profit for services or other work performed up to the effective date of termination less all
previous payments.

Cc. 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.

9, 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.

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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.

10. 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.

11. INSURANCE. Professional Engineer shall carry and maintain in effect during the
performance of services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
> and Workers' Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$100,000.

Professional Engineer shall maintain in effect at all times during the performance under this
contract all specified insurance coverage with insurers. None of the requirements as to types and
limits to be maintained by Professional Engineer are intended to and shall not in any manner
limit or qualify the liabilities and obligations assumed by Professional Engineer under this
contract. The City of Nashua shall not maintain any insurance on behalf of Professional
Engineer. Subcontractors are subject to the same insurance requirements as Professional
Engineer and it shall be the Professional Engineer’s responsibility to ensure compliance of this
requirement.

Professional Engineer will provide the City of Nashua with certificates of insurance for
coverage as listed below and endorsements affecting coverage required by the contract within ten
calendar days after the City of Nashua issues the notice of award. The City of Nashua requires
thirty days written notice of cancellation or material change in coverage. The certificates and
endorsements for each insurance policy must be signed by a person authorized by the insurer and
who is licensed by the State of New Hampshire. General Liability, and Auto Liability policies
must name the City of Nashua as an additional insured and reflect on the certificate of
insurance. Professional Engineer is responsible for filing updated certificates of insurance with
the City of Nashua's Risk Management Department during the life of the contract.

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= All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

« If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Professional Engineer must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

=" The specified insurance requirements do not relieve Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other persons,
and Professional Engineer is encouraged to purchase such additional insurance, as it
deems necessary.

= The insurance provided herein is primary, and no insurance held or owned by the City of
Nashua shall be called upon to contribute to a loss.

= Professional Engineer is responsible for and required to remedy all damage or loss to any
property, including property of the City of Nashua, caused in whole or part by
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer,

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional
Engineer agrees to indemnify and shall defend and hold harmless the City of Nashua, 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 Professional Engineer or
of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Professional Engineer’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.

13. FISCAL CONTINGENCY. All payments under this contract are contingent upon the
availability to the City of Nashua of the necessary funds. This contract shall terminate and the
City of Nashua's obligations under it shall be extinguished at the end of any fiscal year in which
the City of Nashua fails to appropriate monies for the ensuing fiscal year sufficient for the
performance of this contract.

Nothing in this contract shall be construed to provide Professional Engineer with a right of
payment over any other entity. Any funds obligated by the City of: Nashua under this contract
that are not paid to Professional Engineer shall automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The
City of Nashua shall not have any obligation to re-award or to provide, in any manner, the
unexpended funds to Professional Engineer. Professional Engineer shall have no claim of any
sort to the unexpended funds.

14. | COMPENSATION. Review by the City of Nashua of Professional Engineer's submitted
monthly invoice forms and progress reports for payment will be promptly accomplished by the
City of Nashua. If there is insufficient information, the City of Nashua may require Professional
Engineer to submit additional information. City of Nashua shall pay Professional Engineer
undisputed amounts in full within 30 days of approval of the submitted monthly invoice forms
and progress reports.

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