CMA ENGINEERS, INC.
TERMS AND CONDITIONS
Agreement with City of Nashua, NH
For Heritage Rail Trail East CMAQ Project
Design Phase Engineering Services
The terms and conditions presented below are incorporated, by reference, into the letter agreement
("Agreement") between CMA Engineers, Inc. ("CMA") and the City of Nashua (Client). In the event that any
of the terms and conditions below contradict any statements in the Agreement, the terms stated in the
Agreement shall rule with respect only to such contradicting statements.
CMA and Client agree as follows:
1. Services: CMA shall provide client with the services outlined in the Agreement with respect to the
project identified. Additional technical services beyond those specifically outlined will be rendered only
following an amendment of the Agreement signed by both CMA and Client.
2. Invoices and Payment: Client will pay CMA for services rendered in accordance with the rates
and charges set forth in the Agreement and as described herein. Invoices will be submitted on a two-week
or four-week basis, at the option of CMA. Payment to CMA will be due for invoices that are complete and
fully compliant with LPA requirements and received by the 15" of each month within thirty (30) calendar
days of invoice date. Fully compliant invoices received after the 15" of the month will be paid within forty-
five (45) calendar days of invoice date. If there are unpaid balances remaining thirty (30) days after the
invoice date, CMA may, upon giving ten (10) days written notice to Client, elect to temporarily or
permanently terminate services under the Agreement until such invoices are paid in full. Such a temporary
or permanent termination of services shall not constitute a waiver of other rights or claims against Client
and no liability to Client shall be incurred by such termination.
3. Time and Materials Provisions: Where the Agreement specifies that payment is to be due on a
time and materials basis (i.e., hourly rates plus reimbursable expenses), fees shall be invoiced based on
hours actually expended plus reimbursable expenses. The minimum time segment for invoice purposes
shail be one quarter hour for office time, field work, and out-of-office meetings. Hourly charges shall include
time in transit. The overhead rate shall be fixed for the duration of the project.
Expenses properly chargeable to Client which are reimbursable at cost shall include: travel
(including automobile mileage at the maximum current IRS rate); project related drafting and clerical
supplies; communication (including telephone), shipping, printing, and other reproduction costs; computer
software if specially acquired (with Client's prior approval) for Client's project; and expendable materials
and supplies purchased specifically for Client's project.
The services of professional and technical subconsultants shall be invoiced and payable at cost.
5 : . .
4. Nature of Fee and Schedule Estimates: Unless otherwise specifically presented in the
Agreement, the estimated total fees proposed represent CMA's estimate of the level of effort required to
perform the proposed services. It is understood by Client that the services provided by CMA at times involve
conceptual engineering, preparing regulatory permit applications, meetings, negotiations, and other types
of services all of which are not fully definable and involve services over which CMA does not have control
over the amount of time (affecting both fees and project schedule) required to effectively accomplish Client's
objectives. As the project progresses, CMA will keep Client informed of factors beyond the control of CMA
which may alter the project schedule as outlined in the Agreement and CMA will apprize Client in writing in
the event that total fees required to perform the proposed services will be in excess of the fee estimates
presented in the Agreement. CMA will not exceed approved contract values without prior written
authorization from the Client in the form of a contract Amendment.
CMA shall not be liable for any delay or failure by CMA to perform any of its obligations under
the Agreement, if such delay or failure arises from any cause beyond CMA's control (including Client's
failure to comply with the provisions of Section 5 below).
P-2947-Nashua-C-190722-Heritage Rail Trail Design Terms rn ar
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CMA
ENGINEERS
