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9. Ownership of Documents: All data, plans, drawings, tracings, estimates, specifications,
proposals, sketches, diagrams, calculations, reports or other documents collected, prepared, or undertaken
either manually or electronically by CMA Engineers, Inc., under the provisions of this Agreement, shall
become the property of the Client [and/or the New Hampshire Department of Transportation (NHDOT) and
the Federal Highway Administration (FHWA)], and when completed, shall bear CMA Engineers
endorsement. CMA Engineers shall surrender to the Client, upon demand at any time, or submit to its
inspection, any data, plan, drawing, tracing, estimate, specification, proposal, sketch, diagram, calculation,
report or document which shall have been prepared, collected, or undertaken by CMA Engineers, pursuant
to this agreement, or shall have been hitherto furnished to CMA Engineers by the Client. CMA Engineers
shall have the right, with the written approval of the Client, to use any of the data prepared by it and hitherto
delivered to the Client at any later stage of this project contemplated by this Agreement.
10. Termination: The obligation to provide further services under this Agreement may be terminated
by either party upon seven (7) days’ written notice in the event of substantial failure by the other party to
perform in accordance with the terms hereof through no fault of the terminating party. In the event of any
termination, CMA will be paid for all services rendered to the date of termination and all Reimbursable
Expenses.
41. Controlling Law: This Agreement is to be governed by the law of the State of New Hampshire.
12. Successors and Assigns: Client and CMA each is hereby bound and the partners, successors,
executors, and administrators and legal representatives of Client and CMA are hereby bound to the other
party to this Agreement and to the partners, successors, executors, administrators, and legal
representatives (and said assigns) of such other party, in respect of all covenants, agreements, and
obligations of this Agreement.
Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement
to anyone other than Client and CMA, and all duties and responsibilities undertaken pursuant to this
Agreement will be for the sole and exclusive benefit of Client and CMA and not for the benefit of any other
party.
13. Arbitration: All claims, counterclaims, disputes, and other matters in question between the parties
hereto arising out of or relating to the Agreement or the breach thereof will be decided by arbitration in
accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then
obtaining. This Agreement so to arbitrate and any other Agreement or consent to arbitrate entered into in
accordance herewith will be specifically enforceable under the prevailing law of any court having jurisdiction.
Notice of demand for arbitration must be filed in writing with the other parties to the Agreement
and with the American Arbitration Association. The demand must be made within a reasonable time after
the claim, dispute, or the matter in question has arisen. In no event may the demand for arbitration be made
after the date when institution of legal or equitable proceedings based on such claim, dispute, or other
matter in question would be barred by the applicable statute of limitations.
No arbitration arising out of, or relating to, the Agreement may include, by consolidation, joinder,
or in any other manner, any person or entity who is not a party to the Agreement.
The award rendered by the arbitrators will be final, judgment may be entered upon it in any court
having jurisdiction thereof, and will not be subject to modification or appeal except to the extent permitted
by Sections 10 and 11 of the Federal Arbitration Act (9 U.S.C. 10, 11).
14. Severability: The provisions of these Terms and Conditions are severable. The invalidity of any
part of these Terms and Conditions shall not invalidate the remainder of these Terms and Conditions nor
the remainder of any portion hereof.
P-2947-Nashua-C-190722-Heritage Rail Trail Design Terms
