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and convenience fee. In addition, the City of Nashua will be granted access to the PayByPhone BackOffice
online interface to access all parking transaction data at will.

PayByPhone retains the right to discontinue as the merchant of record. Should PayByPhone discontinue as
the merchant of record, PayByPhone will provide The City of Nashua with 96 days’ written notice. In such
circumstance, The City of Nashua can supply their own merchant account with The City of Nashua’s
acquiring bank and PayByPhone will cover the cost of linking one (1) The City of Nashua merchant account
with PayByPhone’s gateway provider. In the event PayByPhone discontinues as merchant of record, the
City of Nashua has the right to terminate this agreement for cause as outlined in the General Conditions.

B. THIRD PARTY INTEGRATION In the event that system changes (such as upgrades) by a third
party impact the PayByPhone integration with The City of Nashua sub-systems such as enforcement, The
City of Nashua agrees to pay for all PayByPhone development costs required to maintain such integration.
PayByPhone will notify The City of Nashua, in advance, of any such integration costs. Upon receipt of
such notice, The City of Nashua has 30 days to elect not to pay such integration costs and terminate the
agreement for cause as outlined in the General Conditions.

4, EXCLUSIVITY The City of Nashua agrees that PayByPhone will be the sole and exclusive provider of
the following mobile payment service applications for The City of Nashua during the term of this
agreement: all wireless payment applications employing wireless devices, internet, and telephone to pay
for parking at the specific The City of Nashua parking lots where PayByPhone is deployed pursuant to this
Agreement.

5. EFFECTIVE DATE OF CONTRACT. This contract shall take effect upon execution by the City of Nashua.

6. SIGNAGE. The City of Nashua agrees to provide adequate space for PayByPhone signage at each parking
facility at which the PayByPhone mobile payment services service is to be available, with sign size and
placement to be mutually agreed by PayByPhone and The City of Nashua acting reasonably. The City of
Nashua agrees that signs will be hung and/or located near payment machines at parking facilities enabled
with the PayByPhone mobile payment services service PayByPhone will provide the first round of signage
for the initial implementation at The City of Nashua’s locations offering PayByPhone as mobile payment
service provider. The City of Nashua agrees to use PayByPhone’s standard signage template for locations
offering PayByPhone as mobile payment service provider. PayByPhone will provide one sign to be located
at each pay station, plus one at each level of the parking structure without a pay station. Additionally, one
decal will be placed on each pay station and/or meter. The City of Nashua will be responsible for installation
of all decals and signs required for implementation. The City of Nashua agrees to supply all future decals
and signage, including new locations. The City of Nashua agrees to supply replacement signs and decals
which may be required in the future.

Standard PayByPhone signage template is included in the standard implementation project. Professional
Services associated with custom signage or changes to standard signage are billable as outlined in Exhibit
C - At Will Professional Services Rate Table & Definitions. All signage must comply with the PayByPhone
consumer branding standards.

7. MARKETING EVENTS. PayByPhone may conduct on-site marketing events and campaigns for its
service, whereby PayByPhone will inform parking lot consumers of the availability of the PayByPhone
mobile payment services as well as any promotions available, with the knowledge and approval of The City
of Nashua which is not to be unreasonably withheld. PayByPhone will be responsible for following all
applicable state and local laws in holding marketing events in the City of Nashua. The City of Nashua will
assist PayByPhone in arranging marketing events in accordance with Section 6 (City of Nashua
Cooperation) of Exhibit A — General Terms and Conditions.

8. THE CITY OF NASHUA TRAINING. PayByPhone will provide initial training to The City of Nashua using
a “Train the Trainer” (the “The City of Nashua Trainer”) model on the self-served PayByPhone BackOffice.

AG 3 of 4

The said The City of Nashua Trainer will be a City of Nashua employee, and at the City’s own expense, he
or she will train city staff, including patrollers, to operate the mobile payment services and related
applications and technology. Additional training sessions are available as stated in Exhibit C - At Will
Professional Services Rate Table & Definitions.

9. TERM AND RENEWAL. This Agreement shall enter into force on the Effective Date and shall remain in
force and effect for a period of three consecutive years (the “Initial Term”) from the date signed by the City
of Nashua unless earlier terminated in accordance with this Agreement. Upon the termination of the Initial
Term, the Agreement will renew for one (1) additional term of one (1) year ( a “Renewal Term”) upon
written request from PayByPhone no less than 30 days prior to the expiration of the current term, The Initial
Term and all Renewal Terms, if any, shall collectively be referred to as the “Term”.

10. 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:

CITY OF NASHUA REPRESENTATIVE: PayByPhone REPRESENTATIVE:
James Vayo — AICP Jules Marshall

Downtown Specialist & OED Coordinator Director of Finance for North America
Economic Development Division 403 — 1168 Hamilton Street

Office of the Mayor — City Hall Vancouver, BC

229 Main Street V6B 282

Nashua, NH 03060 Canada

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail.
The City of Nashua or PayByPhone may change the address or representative by giving written notice to
the other party.

11, SERVICE PROVIDER REPRESENTATIONS. PayByPhone is a corporation duly incorporated, validly
existing and in good standing under the laws of its Province of incorporation and has all requisite corporate
power and authority to execute, deliver and perform its obligations under this contract.

The execution, delivery and performance of this contract has been duly authorized by PayByPhone and no
approval, authorization or consent of any governmental or regulatory agency is required to be obtained in
order for PayByPhone to enter into this contract and perform its obligations hereunder.

PayByPhone is duly authorized to conduct business in and is in good standing in each jurisdiction in which
PayByPhone will conduct business in connection with this contract.

PayByPhone has obtained all licenses, certification, permits, and authorizations necessary to perform the
services under this contract and currently is in good standing with all regulatory agencies that regulate any
or all aspects of PayByPhone’s performance of the services. PayByPhone will maintain all required
certifications, licenses, permits and authorizations during the term of this contract at its own expenses.
PayByPhone must maintain any certification that were specified as a minimum requirement in the selection
process. If during the period of the contract, a new certification is established as a minimum requirement
for similar applications, PayByPhone shall, within a reasonable time, obtain that certification.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

AG 4 of 4

City of Nashua, N@ (signature) (signature)

James Donchess, Mayer
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 5 of 4

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EXHIBIT A — GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

SERVICE PROVIDER 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

INSURANCE

INDEMNIFICATION

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

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

Exhibits Page 1 of 13

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General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Service Provider”, and its successors,
transferees and assignees (together “Service Provider”) includes any of the Service Provider's
consultants, sub consultants, contractors, and subcontractors

SERVICE PROVIDER STATUS The parties agree that Service Provider shall have the status of and
shall perform all work under this contract as a Service Provider, maintaining control over all its
consultants, sub consultants, contractors, or subcontractors. The only contractual relationship
created by this contract is between the City of Nashua and Service Provider, and nothing in this
contract shall create any contractual relationship between the City of Nashua and Service Provider's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that Service
Provider is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

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

(4) Participation or contributions by either the Service Provider or the City of Nashua
to the public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Service Provider shall be responsible for the professional quality, technical
accuracy, timely completion, and coordination of all work performed under this contract. Service
Provider 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 Service Provider to assure
at its own expense that all work is technically 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 of Nashua may have, Service Provider 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 Service Provider's failure to
perform in accordance with this standard of care. Any approval by the City of Nashua of any
products or services furnished or used by Service Provider shall not in any way relieve Service
Provider of the responsibility for professional and technical accuracy and adequacy of its work.

Service Provider shall furnish competent and skilled personnel to perform the work under this
contract. The City of Nashua reserves the right to approve key personnel assigned by Service
Provider to perform work under this contract. Approved key personnel shall not be taken off of the
project by Service Provider without the prior written approval of the City of Nashua, except in the
event of termination of employment. Service Provider 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.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by Service
Provider, and any other communication about the contract shall be addressed or be delivered to the
City of Nashua Representative.

CHANGES TO SCOPE OF WoRK ‘The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be

Exhibits Page 2 of 13

performed, either increasing or decreasing the scope, character, or cost of Service Provider's
performance under the contract. Service Provider shall provide to the City of Nashua within 10
calendar days, a written proposal for accomplishing the change. The proposal for a change shall
provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks,
for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then
determine in writing if Service Provider should proceed with any or all of the proposed change. If
the change causes an increase or a decrease in Service Provider'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 Service Provider for adjustment under this clause
shall be asserted in writing within 30 days of the date the City of Nashua notified Service Provider
of the change.

When Service Provider seeks changes, Service Provider shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City of Nashua 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 of Nashua to be able to
adequately analyze the proposal. The City of Nashua will then determine in writing if Service
Provider should proceed with any or all of the proposed change.

Except as provided in this paragraph, Service Provider shall implement no change unless the City
of Nashua in writing approves the change. Unless otherwise agreed to in writing, the provisions of
this contract shall apply to all changes. The City of Nashua may provide verbal approval of a
change when the City of Nashua, 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 soon as
practicable. Any change undertaken without prior City of Nashua approval shall not be
compensated and is, at the City of Nashua's election, sufficient reason for contract termination.

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

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

Exhibits Page 3 of 13

8. TERMINATION OF CONTRACT

A, TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, 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 of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Service Provider 90 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 120 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, Service Provider 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 Nashua 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 of Nashua 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 notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive
all amounts due and not previously paid to Service Provider for work 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.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10
business day’s written notice to Service Provider in the event of a failure by Service Provider to
adhere to any or all the terms and conditions of the contract or for failure to complete or make
sufficient progress on the work in a timely and professional manner. Service Provider shall be given
an opportunity for consultation with the City of Nashua and to remediate the impugned failure prior
to the effective date of the termination, Service Provider may terminate the contract on 10 calendar
days written notice if, through no fault of Service Provider, the City of Nashua fails to pay Service
Provider for 45 days after the date of approval by the City of Nashua of any Application for
Payment.

Upon receipt of notice of termination for cause, Service Provider shall:

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

Provide the City of Nashua with a list of all unperformed services.

Place no further orders or sub-contracts 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.

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

we

Exhibits Page 4 of 13

10.

5. Notresume work after the effective date of a notice of termination unless and until receipt
of a written notice from the City of Nashua to resume performance.

In the event of a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider for work completed in accordance with the contract prior to the
date of the notice, less all previous payments. No amount shall 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 of Nashua by reasons of Service Provider's
failure. Service Provider shall not be relieved of liability to the City of Nashua for damages
sustained from the failure, and the City of Nashua may withhold any payment to the Service
Provider until such time as the exact amount of damages due to the City of Nashua is determined.
All claims for payment by the Service Provider must be submitted to the City of Nashua within 30
days of the effective date of the notice of termination.

If after termination for the failure of Service Provider to adhere to any of the terms and conditions
of the contract or for failure to complete or make sufficient progress on the work in a timely and
professional manner, it is determined that Service Provider had not so failed, the termination shall
be deemed to have been a termination at will. In that event, the City of Nashua shall, if necessary,
make an adjustment in the compensation paid to Service Provider such that Service Provider
receives total compensation in the same amount as it would have received in the event of a
termination-at-will.

DISPUTE RESOLUTION The parties shall attempt to resolve any dispute related to this contract as
follows. Either party shall provide to the other party, in writing and with full 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 of Nashua Representative and a Service Provider Representative. At
all times, Service Provider 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
of Nashua. If the parties are unable to resolve their dispute as described above within 30 days, the
parties reserve the right to pursue any available legal and/or equitable remedies for any breaches of
this contract except as that right may be limited by the terms of this contract.

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

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*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.

Service Provider 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 Service Provider are intended to and shall not in any manner limit or qualify 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.

Exhibits Page 5 of 13

11.

12.

13.

Service Provider 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 of Nashua 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 and Auto Liability policies must name the City of
Nashua as an additional insured and reflect on the certificate of insurance. Service Provider is
responsible for filing updated certificates of insurance with the City of Nashua's Risk Management
Department during the life of the contract.

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

>» If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Service Provider must maintain umbrella liability insurance of at
least $1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

» The specified insurance requirements do not relieve Service Provider of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Service Provider 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 loss.

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

INDEMNIFICATION Regardless of any coverage provided by any insurance, Service Provider agrees
to indemnify and shall defend and hold harmless the City of Nashua, its agents, officials, employees
and authorized representatives and their employees from and against any and all suits, causes of
action, legal or administrative proceedings, arbitrations, claims, demands, damages, liabilities,
interest, attorney’s fees, costs and expenses of any kind or nature in any manner caused, occasioned,
or contributed to in whole or in part by reason of any negligent act, omission, or fault or willful
misconduct, whether active or passive, of Service Provider or of anyone acting under its direction
or control or on its behalf in connection with or incidental to the performance of this contract.
Service Provider’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.

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

COMPLIANCE WITH APPLICABLE LAWS Service Provider, 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 contract, including, but not limited
to, all federal, state, and local accounting procedures and requirements, all immigration and
naturalization laws, and the Americans With Disabilities Act. Service Provider 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 of Nashua in writing of any changes to the same relating to or affecting this contract, and shall

Exhibits Page 6 of 13

14.

15.

16.

submit detailed documentation of any effect of the change in terms of both time and cost of
performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Service Provider agrees to the following terms. Service Provider will
not discriminate against any employee or applicant for employment because of physical or mental
handicap in regard to any position for which the employee or applicant for employment is qualified.
Service Provider 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 employment 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.

Without limitation of the foregoing, Service Provider's attention is directed to “Title 41”Public
Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to Public
Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal Employment,
Department of Labor” which, by this reference, is incorporated in this contract.

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

In connection with the performance of work under this contract, Service Provider 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: 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 and feasible, 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.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Service Provider shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer, delegation,
or subcontracting without the prior written consent of the City of Nashua is void. Any consent of
the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only apply to
the incidents expressed and provided for in the written consent and shall 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 written
amendments 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.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Service Provider related to this contract shall be subject, with sufficient
notice to reasonable inspection, examination and audit by the City of Nashua, including, but not
limited to, the contracting agency, the Board of Alderman, Corporation Counsel, and, if applicable,
the Comptroller General of the United States, or any authorized representative of those entities.

Exhibits Page 7 of 13