Finance Committee

17.

18.

19.

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

13.

14.

15.

16.

any negligent act, omission, or fault 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 and hold harmless obligations, or portions thereof, shall not apply to liability
caused by the sole negligence or willful misconduct of the party indemnified or held
harmless.

*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.

10.

11.

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.

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.

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 atimely 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.

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.

1.

General Terms and Conditions

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

SD YF YY

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER 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

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.