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CONTRACT FOR PROFESSIONAL SERVICES

FY17 ENGINEERING SERVICES
FOR
FOUR HILLS LANDFILL

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019

AND

SANBORN HEAD, HEAD & ASSOCIATES
and its successors, transferees and assignees (together “Professional Engineer”)
NAME AND TITLE OF PROFESSIONAL ENGINEER

20 FOUNDRY STREET
CONCORD, NH 03301

ADDRESS OF PROFESSIONAL ENGINEER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire,
from time to time requires the services of a Professional Engineer ; and

WHEREAS, it is deemed that the services of a Professional Engineer herein specified are
both necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Professional Engineer represents they are duly qualified, equipped, staffed,
ready, willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually
agree as follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated
herein and are made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B--Scope of Services
Exhibit C--Fee Schedule

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.

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In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a
written change order and/or fully executed City of Nashua Purchase Order, the terms of this
Agreement, the written change order or the fully executed City of Nashua Purchase Order shall
control over the terms of the Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Professional
Engineer shall furnish all services, equipment, and materials and shall perform all operations
necessary and required to carry out and perform in accordance with the terms and conditions of
the contract the work described.

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work within
the time periods set forth and 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.
Professional Engineer shall begin performance upon receipt of an Executed Contract and a valid
Purchase Order issued from the City of Nashua.

4. COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to

exceed
Eighty Thousand Dollars ($ 80.000.00 )

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions
of Exhibit C or unless Professional Engineer has received a written exemption from the City of
Nashua. Professional Engineer shall submit monthly requests for payment for services performed
under this agreement directly to

City of Nashua.

Attn: Accounts Payable

PO Box 2019

Nashua, NH 03061-2019

Atten: Jeff Lafleur, Superintendent - Solid Waste Department

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

Requests for payment shall be submitted no later than fifteen (15) days after the end of each
month and must include a detailed summary of the expenditures reported in a form that supports
the approved budget. Specifically, Professional Engineer agrees to provide the following with
each request for payment:

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

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

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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:

Jeff Lafleur, Superintendent Eric S. Steinhauser, P.E., CPESC, CPSWQ
City of Nashua, Solid Waste Department Sanborn, Head & Associates

840 West Hollis Street 20 Foundry Street

Nashua, NH 03062 Concord, NH 03301

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

City of Nashua, NH (signature) Sanborn, Head& Associates (signature)

James Donchess, Mayor
(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
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL CONSULTANT STATUS
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

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
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

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

Professional Engineer shal! 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 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.

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

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 ali changes. The City of Nashua may provide verbal approval of a change when
the City of Nashua, in its sole discretion, determines that time is critical or public health and safety are of
concern. Any verbal approval shall be confirmed in writing as soon as practicable. Any change
undertaken without prior City of Nashua approval shall not be compensated and is, at the City of Nashua’s
election, sufficient reason for contract termination.

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 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 represents that it has examined all contract documents, has brought all conflicts,
errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has concluded
that the City of Nashua's resolution of each matter is satisfactory to Professional Engineer. All future
questions Professional Engineer may have concerning interpretation or clarification of this contract shall
be submitted in writing to the City of Nashua within 10 calendar days of their arising. The writing shall
state clearly and in full detail the basis for Professional Engineer's question or position. The City of
Nashua representative shail 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

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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 ali or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the project,
it shall provide Professional Engineer 10 day’s written notice of its intent to do so.

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

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

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract
that is not terminated.

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

4, Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall receive all
amounts due and not previously paid to Professional Engineer for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE

This agreement may be terminated by the City of Nashua on 10 calendar day’s written notice to
Professional Engineer in the event of a failure by Professional Engineer to adhere to any or all the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to
complete or make sufficient progress on the work in a timely and professional manner. Professional
Engineer shall be given an opportunity for consultation with the City of Nashua prior to the effective date
of the termination. Professional Engineer may terminate the contract on 10 calendar days written notice
if, through no fault of Professional Engineer, the City of Nashua fails to pay Professional Engineer for 45
days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

i. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract
that is not terminated.

4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the City of Nashua of all orders or sub contracts to the extent they relate to the

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performance of work terminated, abandoned, or suspended under the notice, assign to the
City of Nashua any orders or sub contracts specified in the notice, and revoke agreements
specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until
receipt of a written notice from the City of Nashua to resume performance.

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

If after termination for the failure of Professional Engineer to adhere to any of the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make
sufficient progress on the work in a timely and professional manner, it is determined that Professional
Engineer had not so failed, the termination shall be deemed to have been a termination at will. In that
event, the City of Nashua shall, if necessary, make an adjustment in the compensation paid to
Professional Engineer such that Professional Engineer receives total compensation in the same amount as
it would have received in the event of a termination-at-will.

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. 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.

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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.

= 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 hold harmless the City of Nashua, its agents, officials, employees and authorized
representatives and their employees from and against any damage, liability, or cost (including reasonable
attorney’s fees and cost of defense) (Claimed Damages) to the extent caused, occasioned, or contributed
to by reason of negligent act, error or omission, 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

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