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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONTRACTOR 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

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

No DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE Laws
NONDISCRIMINATION

FEDERAL SUBCONTRACTING REQUIREMENTS
CONTRACTOR ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC REcoRDs Law, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NoN-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES

SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LaW AND VENUE

HUD ADMINISTRATIVE REQUIREMENTS

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Page 3 of 17

GENERAL CONDITIONS

DeEFINITIONS. Unless otherwise required by the context, “Contractor” includes any of the Contractor’s
consultants, subconsultants, contractors, and subconiractors

INDEPENDENT CONTRACTORS STATUS AND PROVISION OF WORKERS’ COMPENSATION COVERAGE. The
parties agree that Contractor shall have the status of and shalt perform all work under this contract as
an independent contractor, maintaining control over all its consultants, subconsultants, contractors, or
subcontractors. The only contractual relationship created by this contract is between the City and
Contractor, and nothing in this contract shalt create any contractual relationship between the City and
Contractor's consuitants, subconsultanis, contractors, or subcontractors. The parties alse agree that
Contractor is not a City employee and that there shall be no:

(1} Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

(3) Participation in group insurance plans which may be available to employees of the City;

(4) Participation or contributions by either ithe independent contractor or the City to the public
employee’s retirement system:

(5} Accumulation of vacation leave or sick leave provided by the City;

(6} Unemployment compensation coverage provided by the City.

Contractor agrees, if not exempi, to maintain required workers’ compensation coverage throughout
the entire term of the contract. lf Contractor does not maintain coverage throughout the entire term of
the contract, Contractor agrees that City may, at any time the coverage is not maintained by
Contractor, order the Contractor to stop work, suspend the contract, or terminate the contract. For
each six-month period this contract is in effect, Contractor agrees, prior to the expiration of the six-
month period, to provide another written request to its insurer for the provision of a certificate and
notice of lapse in or nonpayment of coverage. If Contractor does not make the request or does not
provide the certificate before the expiration of the six-month period, Contractor agrees that City may
order the Contractor to stop work, suspend the contract, or terminate the contract.

STANDARD OF Care. Contractor shall be responsible for the professional quality, technical accuracy,
timely completion, and coordination of all work performed under this contract. Contractor warrants
that all work shall be performed with the degree of professional skill, care, diligence, and sound
practices and judgment that are normally exercised by recognized professional firms with respect to
services of a similar nature. It shall be the duty of Contractor to assure at its own expense that all
work is iechnically sound and in conformance with all applicable federal, state, and local laws,
statutes, regulations, ordinances, orders, or other requirements. In addition to all other rights which
the City may have, Coniractor shall, at its own expense and without additional compensation, re-
perform work to correct or revise any deficiencies, omissions, or errors in the work or the product of
the work or which result from Contractor's failure to perform in accordance with this standard of care.
Any approval by ihe City of any products or services furnished or used by Contractor shall not in any
way relieve Contractor of the responsibility for professional and technical accuracy and adequacy of
its work. City review, approval, or acceptance of, or payment for any of Contractor's work under this
contract shall net operate as a waiver of any of the City's rights or causes of action under this
contract, and Contractor shall be and remain liable in accordance with the terms of the contract and
applicable law.

Contractor shall furnish competent and skilled personnel to perform the work under this contract, The
City reserves the right to approve key personnel assigned by Contractor to perform work under this
contraci. Approved key personnel shall not be taken off of the project by Contractor without the prior
written approval of the City, except in the event of termination of employment. Contractor shall, if
requested to do so by the City, remove from the job any personnel whom the City determines to be
incompetent, dishonest, or uncooperative.

Page 4 of 17

4. City REPRESENTATIVE. The City may designate a City representative for this contract. If designated,
all notices, project materials, requests by Contractor, invoice forms, and progress reports, and any
other communication about the contract shall be addressed or be delivered io the City
Representative.

5. CHANGES To SCOPE OF WorK. The City may, at any time, by wiitten order, make changes to the
general scope, character, or cosi of this contract and in the services or work to be performed, either
increasing or decreasing the scope, character, or cost of Contractor's performance under the
contract. Contractor shall provide to the City within 10 calendar days, a written proposal for
accomplishing the change. The proposal for a change shall provide enough defail, including
personnel hours for each sub-task and cost breakdowns of tasks, for the City to be able to adequately
analyze ihe proposal. The City will then determine in writing if Contractor should proceed with any or
all of the proposed change. If the change causes an increase or a decrease in Contractor's cost or
time required for performance of the contract as a whole, an equitable adjustment shall be made and
the contract accordingly modified in writing. Any claim of Contractor for adjustment under this clause
shall be asserted in writing within 30 days of the date the City notified Contractor of the change.

When Contractor seeks changes, Contractor shall, before any work commences, estimate their effect
on the cost of the contract and on its schedule and notify the City in writing of the estimate. The
proposal for a change shall provide enough detail, including personnel hours for each sub-task and
cost breakdowns of tasks, for the City to be able to adequately analyze the proposal. The City will
then determine in writing if Contractor should proceed with any or all of the proposed change.

Except as provided in this paragraph, Contractor shall implement no change unless the City in writing
approves the change. Unless otherwise agreed to in writing, the provisions of this contract shall
apply to all changes, The City may provide verbal approval of a change when the City, in its sole
discretion, determines that time is critical or public health and safety are of concern. Any verbal
approval shall be confirmed in writing as secon as practicable. Any change undertaken without prior
City approval shall not be compensated and is, at the City's election, sufficient reason for contract
termination.

6. City COOPERATION. The City agrees that its personnel will cooperate with Coniractor in the
performance of its work under this contract and that such personne! wilt be available to Contractor for
consultation at reasonable times and after being given sufficient advance notice that will prevent
conflict with their other responsibilities. The City also agrees to provide Contractor with access to City
records in a reasonable time and manner and to schedule items that require action by the Finance
Committee in a timely manner. The City and Contractor also agree to attend all meetings called by
the City or Contractor to discuss the work under the Contract, and that Contractor may elect to
conduct and record such meetings and shall later distribute prepared minutes of the meeting to the
City.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES. Contractor warrants
that it has examined all contract documents, has brought all conflicts, errors, discrepancies, and
ambiguities to the attention of the City in writing, and has concluded that the City's resolution of each
matter is satisfactory to Contractor. All future questions Contractor may have concerning
interpreiation or clarification of this contract shall be submitted in writing to the City within 10 calendar
days of their arising. The writing shall state clearly and in full detail the basis for Contractor's question
or position. The City representative shall render a decision within 15 calendar days. The City's
decision on the matter is final. Any work affected by a conflict, error, omission, or discrepancy which
has been performed by Contractor prior to having received the City's resolution shall be at
Contractor's risk and expense. Ai all times, Contractor shall carry on the work under this contract and
maintain and complete work in accordance with the requirements of the contract or determination of
ihe City. Contractor is responsible for requesting clarification or interpretation and is solely liable for
any cost or expense arising from its failure to do so.

Page 5 of 17

TERMINATION OF CONTRACT

TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. In accordance with 24 CFR 85.44, fhe City,
in its sole discretion, shall have the right to terminate, abandon, or suspend all or part of the
project and contract at will. If the City chooses to terminate, abandon, or suspend all or part of
the project, it shall provide Contractor 10 day's written notice of its intent to do so,

if all or part of the project is suspended for more than 90 days, the suspension shall be treated as
a termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Contractor shalt:

Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than as may
be necessary or required for completion of such portion of work under the contract that is not
terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to
the City of alf orders or subcontracts to the extent they relate to the performance of work
terminated, abandoned, or suspended under the notice, assign to the City any orders or
subcontracts specified in the notice, and revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a written
noiice from the City to resume performance.

in the event of a termination, abandonment, or suspension at will, Contractor shall receive all
amounts due and not previously paid to Contractor for work satisfactorily completed in
accordance with the contract prior io 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.

TERMINATION FOR Cause. This agreement may be terminated by the City on 10 calendar day's
written notice to Contractor in the event of a failure by Contractor to adhere to all the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the
project or to complete work in a timely and professional manner. Contractor shall be given an
opportunity for consultation with the City prior to the effective date of the termination. Contractor
may terminate the contract on 10 calendar days written notice if, through no fault of Contractor,
the City fails to pay Contractor for 45 days after the date of approval of any submitted invoice
forms and progress reports.

Upon receipt of notice of termination for cause, Contractor shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than as may
be necessary or required for completion of such portion of work under the contract that is not
terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to
the City of all orders or subcontracts to the extent they relate to the performance of work
terminated, abandoned, or suspended under the notice, assign to the City any orders or
subcontracis specified in the notice, and revoke agreements specified in ihe notice.

4. Not resume work after the effective daie of a notice of suspension until receipt of a written
notice from the City to resume performance.

Page 6 of 17

9.

10.

11.

in the event of a termination for cause, Contractor shall receive all amounts due and not
previously paid to Contractor for work satisfactorily completed in accordance with the contract
prior to the date of the notice, less all previous payments. No amount shail be allowed or paid for
anticipated profit on unperformed services or other unperformed work. Any such payment may
be adjusted to the extent of any additional costs occasioned to the City by reasons of Contractor's
failure. Contractor shall not be relieved of liability to the City for damages sustained from the
failure, and the City may withhold any payment to the Contractor until such time as the exact
amount of damages due to the City is determined. All claims for payment by the Contractor must
be submitted to the City within 30 days of the effective date of the notice of termination.

lf after termination for the failure of Contractor to adhere to all ihe terms and conditions of the
contract or for failure to satisfactorily, in ihe sole opinion of the City, pursue the project or to
complete work in a timely and professional manner, it is determined that Contractor had not so
failed, the termination shall be deemed to have been a termination at will. In that event, the City
shall make an equitable adjustmeni in the compensation paid to Contractor. The adjustment shall
include a reasonable profit for services or other work performed up io the effective date of
termination less all previous payments.

C. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the City may take over
the work and prosecute it io completion by agreement with another party or otherwise. In the
event Contractor shall cease conducting business, the City shall have the right to solicit
applications for employment from any employee of the Contractor assigned to the performance of
the contract.

Neither party shall be considered in defauit 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 ihe reasonable control of such party. Delays arising from the actions or
inactions of one or more of Contractor's principals, officers, employees, agents, subContractors,
consultants, vendors, or suppliers are expressly recognized to be within Contractor's control.

DISPUTE RESOLUTION. Any dispute not within the scope of section 7and section 9 shall be resolved
under this paragraph. Either party shall provide to the other party, in writing and with ifull
documentation to verify and substantiate its decision, its stated position concerning the dispute. No
dispute shall be considered submitted and no dispute shall be valid under this provision unless and
until the submitting party has delivered the written statement of its position and full documentation to
the other party. The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation between the City Representative and a Contractor representative, At all times, Contractor
shall carry on the work under this contract and maintain and complete work in accordance with the
requirements of the contract or determination or direction of the City. If the dispute is not resolved
within 30 days, either party may request that the dispute be submitted to the Community
Development Division Director for final resolution. The decision of the Community Development
Division Director shall be final and binding on the parties. If either party is dissatisfied with the
decision of the Community Development Division Director, that party may immediately terminate the
contract under ihis paragraph, with Contractor being entitled to compensation for work actually and
satisfactorily performed up to the time of the termination and the City being entitled to alt contract
maieriais in accordance with paragraph 21, and compensation for any additional damages or
expenses incurred in completing the work under the contract, including, without limitation, the costs of
securing the services of other independent Contractors.

No DAMAGES FOR DELAY. Apart from a witten extension of time, no payment, compensation, or
adjustment of any kind shall be made to Contractor for damages because of hindrances or delays in
the progress of the work from any cause, and Contractor agrees to accept in full satisfaction of such
hindrances and delays any extension of time that the City may provide.

INSURANCE. Contractor shall carry and maintain in effect during the performance of services under
this contract:

Page 7 of 17

General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate
Automobile Liability: $7,000,000 Combined single limit

Workers’ Compensation as required by State of NH

Professional Liability $1,000,000

Contractor shall maintain in effect at all times during the performance under this contract all specified
insurance coverage with insurers. None of the requirements as to types and limits to be maintained by
Contractor are intended to and shall not in any manner fimit or qualify the liabilities and obligations
assumed by Contractor under this contract. The City of Nashua shall not maintain any insurance on
behalf of Contractor. SubContractors are subject to the same insurance requirements as Contractor

and it shall be the Contractor's responsibility to ensure compliance of this requirement.

Contractor will provide the City of Nashua with certificates of insurance for coverage as listed below and
endorsements affecting coverage required by the contract within ten calendar days after the City issues
the notice of award. The City of Nashua requires thirty days written notice of cancellation or material
change in coverage. The certificates and endorsements for each insurance policy must be signed by a
person authorized by the insurer and who is licensed by the State of New Hampshire. General Liability,
Employers’ Liability and Auto Liability polices must name the City of Nashua as an additional insured
and reflect on the certificate of insurance. Contractor is responsible for filing updated certificates of
insurance with the City of Nashua’s Risk Management Department during the life of the contract.

12.

13.

«All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of insurance.

m lf aggregate limits of less than $2,000,000 are imposed on bodily injury and property damage,
Contractor musi maintain umbrella iiability insurance of at least $4,000,000. All aggregates must
be fully disclosed on the required certificate of insurance.

=" The specified insurance requirements do not relieve Contractor of its responsibilities or limit the
amount of its liability to the City or other persons, and Contractor is encouraged to purchase
such additional insurance, as it deems necessary.

=" The insurance provided herein is primary, and no insurance held or owned by the City of Nashua
shall be called upon to contribute to a joss.

« Contractor is responsible for and required to remedy all damage or loss to any property,
including property of the City, caused in whole or part by Contractor or anyone employed,
directed, or supervised by Contractor.

INDEMNIFICATION. Regardless of the coverage provided by any insurance, Contractor agrees

to indemnify and shall defend and hold harmless the City, its agents, officials, employees and
auihorized representatives and their employees from and against any and all suits, causes of action,
legal or administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest,
attorneys’ fees, costs and expenses of any kind or nature in any manner caused, occasioned, or
contribuied to in whole or in part by reason of any negligent act, ornission, or fault or willful
misconduct, whether active or passive, of Contractor or of anyone acting under its direction or coniral
or on its behalf in connection with or incidental fo the performance of this contract. Contractor's
indemnity, defense 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,

FiscaAL CONTINGENCY. All payments under this contract are contingent upon the availability to ihe City
of the necessary funds. This coniract shall terminate and the City’s obligations under it shall be
extinguished at the end of any fiscal year in which the City fails to appropriate monies for the ensuing
fiscal year sufficient for ihe performance of this contract.

Nothing in this contract shall be construed to provide Contractor with a right of payment over any

other entity. Any junds obligated by the City under this contract that are not paid to Contractor shail
automatically revert to the City's discretionary control upon the completion, termination, or

Page 8 of 17

14.

15,

16,

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

COMPENSATION. Review by the City of Contractor's invoice forms and progress reports for payment
will be promptly accomplished by the City. If there is insufficient information, the City may require
Contractor to submit additional information. Untess the City, in its sole discretion, decides otherwise,
the City shall pay Contractor in full within 30 days of approval of the submitted invoice forms and
progress reports.

COMPLIANCE WITH APPLICABLE LAws. Contractor, at all times, shall fully and completely comply with
all applicable local, state and federal laws, statutes, regulations, ordinances, orders, or requirements
of any sort in carrying out the obligations of this coniract, including, but not limited to, all federal,
state, and local accounting procedures and requiremenis, all immigration and naturalization laws, and
the Americans With Disabilities Act. Contractor shall, throughout the period services are to be
performed under this contract, monitor for any changes to the applicable laws, statutes, regulations,
ordinances, orders, or requirements, shall promptly notify the City in writing of any changes to the
same relaiing to or affecting this contract, and shall submit detailed documentation of any effect of the
change in terms of both time and cost of performing the contract.

NONDISGRIMINATION. Contractor will not discriminate against any employee or applicant for
employment because physical or mental handicap in regard to any position for which the employee or
applicant for employment is qualified. Contractor agrees to take affirmative action to employ,
advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employmeni practices, including but not
limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff,
termination, rates of pay, or other forms of compensation and selection for training, including
apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and
applicants jor employment, notices to be provided by the contracting officer setting forth the
provisions of this nondiscrimination clause.

Without limitation of the foregoing, Contractor's attention is directed to 41 C.F.R. § 60-1.4, and the
clause entitled "Equal Opportunity Clause" which, by reference, is incerporated into this contract, io
41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action Obligations of Contractors and
Subcontractor for Disabled Veterans and Veterans of the Vietnam Era," which, by reference, is
incorporated in this contract, and to 41 C.F.R. § 60-471 and the clause entitled "Affirmative Action
Obligations of Contractors and Subcontractors for Handicapped Workers," which, by this reference, is
incorporated in this contract.

Contractor agrees to assist disadvantaged business enterprises in obtaining business opportunities
by identifying and encouraging disadvantaged suppliers, consultanis, and subconsultants to
participate to the extent possible, consistent with their qualification, quality of work, and obligation of
Contractor under this contract.

In connection with the performance of work under this contract, Contractor agrees not to discriminate
against any employee or applicant for employment because of race, creed, color, national origin, sex,
age, or sexual orientation. This agreement includes, but is not limited to, the following: empioyment,
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.

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

The Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice, to be provided by the

Page 9 of 17

17.

18.

19.

agency contracting officer, advising the labor union or workers' representative of the Contractor's
commitments under Section 202 of the Executive Order No. 11246 of September 24, 1965, and shall
post copies of the notice in conspicuous places available to employees and applicants for
employment.

The Contractor will comply with ail provisions of Executive Order No. 11246 of September 24, 1985,
and of the rules, regulations, and relevant orders of the Secretary of Labor.

The Contractor will furnish alf information and reporis required by Executive Order No, 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the contracting agency and the
Secretary of Labor for purposes of investigation io ascertain compliance with such rules, regulations,
and orders.

In the event of the Contracior's non-compliance with the nondiscrimination clause of this contract or
with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the Contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order No, 11246 of September 24,
1985, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order No. 11246 of September 24,1965, or by rule, regulation, or order of the Secretary of Labor, or
as oiherwise provided by law.

The Conitracior will include the provisions of this section in every subcontract or purchase order
unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section
204 of Executive Order No. 11246 of Sepiember 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The Contractor will take such action with respect te any
subcontract or purchase order as the contracting agency may direct as a means of enforcing such
provisions including sanctions for noncompliance: Provided, however, that in ihe event the Contractor
becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the contracting agency, the Contractor may request the United States to enter into such
litigation to protect the interests of the United Staies."

EEO/AA Statement - The Coniractor will, in all solicitations or aclvertisements for employees placed by or on
behalf of the Contractor, state that it is an Equal Opportunity or Affirmative Action employer,

FEDERAL SUBCONTRACTING REQUIREMENTS. If Contractor awards a subcontract under this contract,
Contractor, if applicable, shall use the following alternative steps:

A. Using the services of the Small Business Administration and the Minority Business
Development Agency of the United States Department of Commerce, as appropriate; and
if applicable, Contractor agrees ta complete and submit to the City a Minority Business
Enterprise/Woman Business Enterprise (MBEAVBE) Utilization Report (Standard Form
334) within 30 days after the end of each fiscal quarter until the end of the contract.

CONTRACTOR ENDORSEMENT. Contractor shall seal and/or stamp and sign professional documenis
including drawings, plans, maps, reports, specifications, and other instruments of service prepared by
Contractor or under its direction as required under the laws of the State of New Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Contracior shall not assign, transfer,
delegate, or subcontract any rights, obligations, or duties under this contract without the prior written
consent of the City. Any such assignment, transfer, delegation, or subcontracting without the prior
written consent of the City is void. Any consent of the City to any assignment, transfer, delegation, or
subcontracting shall only apply to the incidents expressed and provided for in the written consent and
shail not be deemed to be a consent to any subsequent assignment, transfer, delegation, or
subcontracting. Any such assignment, transfer, delegation, or subcontract shall require compliance
with or shall incorporate all terms and conditions set forth in this agreement, including all incorporated
Exhibits and witten amendmenis or modifications. Subject to the foregoing provisions, the contract
inures to the benefit of, and is binding upon, the successors and assigns of the parties.

Page 10 of 17

20.

21.

22.

CITY INSPECTION & MAINTENANCE OF CONTRACT MATERIALS. The Contractor must maintain all required
records for five years after final payments are made and all other pending matters are closed. The
books, records, documents and accounting procedures and practices of Contractor related to this
contract shall be subject to inspection, examination and audit, at any time during normal business
hours and as frequently as is deemed necessary, by the City, including, but not limited to, the
contracting agency, Corporation Counsel, General Accounting Office, the Department of Housing and
Urban Development and, if applicable, the Comptroller General of the United States, or any
authorized representative of those entities.

DISPOSITION OF CONTRACT MATERIALS. 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 Contractor in the performance
of its obligations under this contract shall be the exclusive property of the City and all such materials
shall be remitted and delivered, at Contractors expense, by Contractor to the City upon completion,
termination, or cancellation of this contract. Alternatively, if the City provides its written approval to
Contractor, 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 Contractor in the performance of its obligations under
this contract must be retained by Contractor for a minimum of four years after final payment is made
and all other pending matters are closed. If, at any time during the retention period, the City, in
writing, requesis any or all of the materials, then Contractor shall promptly remit and deliver the
materials, at Contractor's expense, to the City. Contractor shall not use, willingly allow or cause to
have such materials used for any purpose other than the performance of Contractor's obligations
under this contract without the prior written consent of the City.

PuBLic RECORDS LAW, COPYRIGHTS, AND PATENTS. Contractor expressly agrees that all documents
ever submitted, filed, or deposited with the City by Contractor (including those remitted to the City by
Contractor pursuant to paragraph 21), unless designated as confidential by a specific statue of the
State of New Hampshire, shall be treated as public records and shall be available for inspection and
copying by any person, or any governmerial entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited io those contained in media of any sort (e.g., electronic, magnetic,
digital) prepared by or supplied to Contractor in the performance of its obligations under this contract
shall be the subject of any application for a copyright or patent by or on behalf of Contractor. The City
shall have the right to reproduce any such materials.

Contractor expressly and indefinitely waives all of its rights to bring, including but not limited to, by
way of complaint, interpleader, intervention, or any third party practice, any claims, demands, suits,
actions, judgments, or executions, for damages or any other relief, in any administrative or judicial
forum, against the City or any of its officers or employees, in either their official or individual capacity,
for violations of or infringement of the copyright or patent laws of the United States or of any other
nation. Contractor agrees to indemnify, to defend, and to hold harmless the City, its representatives,
and employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any material prepared
by or supplied to Contractor infringes any copyright or that any equipment, material, or process (or
any part thereof) specified by Contractor infringes any patent.

Contractor shall have the right, in order to avoid such claims or actions, to substitute at its expense
nen-infringing materials, concepts, products, or processes, or to modify such infringing materials,
concepis, products, or processes so they become non-infringing, or to obtain the necessary licenses
io use the infringing materials, concepts, products, or processes, provided that such substituted or
modified materials, concepts, products, or processes shall meet all the requirements and be subject
to all ihe terms and conditions of this contract.

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23.

24.

25.

26.

27.

FinAL ACCEPTANCE. Upon completion of all work under the contract, Contractor shall notify the City in
writing of the date of the compietion of the work and request confirmation of the completion from the
City. Upon receipt of the notice, the City shall confirm to Contractor in writing that the whele of the
work was completed on the date indicated in the notice or provide Contractor with a written list of
work not completed. With respect io work listed by ihe City as incomplete, Contractor 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 Community Development
Division Director or other designated official accepts and approves the notice of compietion.

Taxes. Contractor shall pay all taxes, levies, duties, and assessments of every nature due in
connection with any work performed under the contract and make any and all payroll deductions
required by law. The contract sum and agreed variations to it shall inclucte all iaxes imposed by law.
Contractor hereby indemnifies and holds harmless the City from any liability on account of any and all
such taxes, levies, duties, assessments, and deductions.

NoN-WAIVER OF TERMS AND CONDITIONS. None of ihe terms and conditions of this contract shall be
considered waived by the City. There shall be no waiver of any past or future default, breach, or
modification of any of the terms an¢ conditions of the contract unless expressly stipulated to by the
City in a written waiver.

RIGHTS AND REMEDIES. The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition io and noi a limitation of any duiies,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS. Contractor shall not allow any officer or employee of the City to have any
indirect or direct interest in this contract or the proceeds of this contract. Contractor warrants that no
officer or employee of the City has any direct or indirect interest, whether contractual, non-
contractual, financial or otherwise, in this contract or in the business of Contractor. lf any such
interest comes to the attention of Contractor at any time, a full and complete disclosure of the interest
shall be immediately made in writing to the City. Contractor also warrants that it presently has no
interest and that it will not acquire any interest, direct or indirect, which would conflict in any manner
or degree with the performance of services required to be performed under this contract. Contractor
further warrants that no person having such an interest shall be employed in the performance of this
contract. If City determines that a conflict exists and was not disclosed to the City, it may terminate
the contract at will or for cause in accordance with paragraph 8.

In the event Contractor (or any of its officers, partners, principals, or employees acting with its
authority) is convicted of a crime involving a public official arising out or in connection with the
procurement of work to be done or payments to be made under this contract, City may terminate the
contract at will or for cause in accordance with paragraph 8. Upon termination, Contractor shall refund
to the City any profits realized under this contract, and Contractor shall be liable to the City for any
costs incurred by the City in completing the work described in this contract. At the discretion of the
City, these sanctions shall also be applicable to any such conviction obtained after the expiration or
completion of the contract.

Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were
offered or given by Contractor to any officer or employee of the City with a view toward securing a
contract or securing favorable treatment with respect to the awarding or amending or making of any
determinations with respect to the performance of this contract. If City determines that such gratuities
were or offered or given, i 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.

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