Finance Committee

* Pinnacle agrees to maintain strict confidentiality with respect to records, documents,
findings, or recommendations associated with the engagement.

* Pinnacle’s work hereunder shall not be construed as offering any advice or opinions on
whether to invest, lend or otherwise financially participate in the Project. Any business
decisions made regarding whether to invest, lend or otherwise financially participate in the
Project shall be the sole decision of the person so lending, investing or financially
participating.

EXHIBIT C

LIMITATIONS OF THE STUDY

PINNACLE ADVISORY GROUP’S FINDINGS ARE SUBJECT TO THE FOLLOWING LIMITATIONS:

® It is expressly understood and agreed that Pinnacle’s study and reports do not include any
opinions or analysis regarding environmental, zoning, land use, licensing and/or other legal
and regulatory requirements for the project. Rather, such legal and regulatory issues are
beyond the scope of Pinnacle’s work and should be dealt with by the Client separately
through appropriate experts.

EXHIBIT B

Summary & Scope of Work

City of Nashua Office of Economic Development
Professional Services related to Hotel Market Study

Summary & Scope of Work

SCOPE OF SERVICES

The tasks that we will complete include:

Inspect both sites and the surrounding area.

Meet with you to discuss the attributes of the Nashua market including a discussion of the
planned developments and growth opportunities within the City. We will review all relevant
data that you provide to us.

City determines that such gratuities were or offered or given, it may terminate the contract at will
or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City under this contract or at law.

to Service Provider in writing that the whole of the work was completed on the date indicated in
the notice or provide Service Provider with a written list of work not completed. With respect to
work listed by the City as incomplete, Service Provider shall promptly complete the work and
the final acceptance procedure shall be repeated. The date of final acceptance of a project by the
City shall be the date upon which the Board of Public Works or other designated official accepts
and approves the notice of completion.

Provider's expense, by Service Provider to the City upon completion, termination, or cancellation
of this contract. Alternatively, if the City provides its written approval to Service Provider, any
books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its

following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Service Provider agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Service Provider shall constitute a material breach of the contract.

completion, termination, or cancellation of the agreement. The City shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Service Provider.
Service Provider shall have no claim of any sort to the unexpended funds.

the liabilities and obligations assumed by Service Provider under this contract. The City of
Nashua shall not maintain any insurance on behalf of Service Provider. Subcontractors are
subject to the same insurance requirements as Service Provider and it shall be the Service
Provider’s responsibility to ensure compliance of this requirement.

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 Service Provider's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within Service
Provider's control.