Finance Committee

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.

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.

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.

available to Professional Engineer tor consultation at reasonable times and atter being given
sufficient advance notice that will prevent conflict with their other responsibilities. The City also
agrees to provide Professional Engineer with access to City 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 and Professional Engineer also agree to attend all

care. Any approval by the City 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 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's rights or causes of action under this contract, and Professional Engineer shall

GENERAL CONDITIONS

1. DEFINITIONS. Unless otherwise required by the context, "Professional Engineer”
includes any of the Professional Engineer's consultants, sub consultants, contractors, and
subcontractors

30. SEVERABILITY GC--12
31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT GC--12

32. CHOICE OF LAW AND VENUE GC--13

GC 2 of 13

7 SP a FS &

90

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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 REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY COOPERATION

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

progress reports. The City 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:

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.