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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 contro} 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.

9, DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall
be resolved under this paragraph. 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 Representative and a Service
Provider representative. At all times and as long as the City is in compliance with Its payment
obligations to Service Provider of undisputed amounts, 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. Ifthe dispute is not resolved within 60 days,
either party pursue its remedies pursuant to this contract.

10. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment,
compensation, or adjustment of any kind shall be made to Service Provider for damages because
of hindrances or delays in the progress of the work from any cause, and Service Provider agrees
to accept in full satisfaction of such hindrances and delays any extension of time that the City
may provide, except when the city request Service Provider to provide over time or expend
additional resources to complete the work and such delay is not the result of Service Providers
negligent acts, errors or omissions.

11. 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
agerepate;
» $1,000,000 Combined Single Limit Automobile Liability,
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;

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 abilities 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.

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 issues the notice of award. The City of Nashua requires thirty days written
notice of cancellation of coverage. The certificates and endorsements for each insurance policy
must be signed by a person authorized by the insurer and who is authorized by the State of New

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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.

4 All deductibles and self-insured retentions above $100,000.00 shall be fully disclosed in
the certificate(s) of insurance.

a Tf 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 ageresates 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 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, to the extent caused by Service Provider or
anyone employed, directed, or supervised by Service Provider.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider agrees to indemnify and shall defend and hold harmless the City, 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, reasonable attorney’s fees, costs and expenses to the extent caused by 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 to the extent caused by the
sole negligence or willful misconduct of the party indemnified or held harmless.

13. FIscaAL CONTINGENCY. All payments under this contract are contingent upon the
availability to the City of the necessary funds. This contract 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 the performance of this contract.

Nothing in this contract shall be construed to provide Service Provider with a right of payment
over any other entity. Any funds obligated by the City under this contract that are not paid to
Service Provider shall automatically revert to the City’s discretionary control upon the
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 finds.

14. COMPENSATION. If Applicable, review by the City of Service Provider's submitted
monthly invoice forms and progress reports for payment will be promptly accomplished by the
City. Hf the City disagrees with any portion of an invoice or requires additional information, it
shall notify Service Provider in writing of the amount mm dispute and the specific reason for the
objection within 10 days of receipt of invoice and The City shali pay all undisputed invoices of
Service Provider in full within 30 days of the submitted monthly invoice forms and progress
reports.

is, 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 in writing of any changes to the same relating 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.

16. 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 io 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 41 C.F.R. § 60-
1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into
this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled “Affirmative Action
Obligations of Service Providers 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 Service Providers and Subcontractors
for Handicapped Workers," which, by this reference, is incorporated in this contract.

Tn 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 Hmited 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, 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.

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

A. Using the services of the Smal] Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A,

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

19. 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. 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 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.

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

21. DISPOSITION OF CONTRACT MATERIALS. Except for pre-existing works and/or other
intellectual property owned by 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 obligations under this contract shall be the
exclusive property of the City and all such materials shall be remitted and delivered, at Service
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
obligations under this contract must be retained by Service Provider 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, requests any or all of the materials, then Service Provider
shall promptly remit and deliver the materials to the City. Service Provider shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance
of Service Provider's obligations under this contract without the prior written consent of the City.
Service Provider shall not be responsible for any claims of the use of such materials by the City
for any other purpose than that which is expressly set forth under this Contract.

22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Excluding Services Provider’s
preexisting work or intellectual property, Service Provider expressly agrees that all documents
ever submitted, filed, or deposited with the City by Service Provider (including those remitted to
the City by Service Provider 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 governmental entity,

No 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
obligations under this contract shall be the subject of any application for a copyright or patent by

or on behalf of Service Provider. The City shall have the right to reproduce any such materials.

Service Provider expressly and indefinitely waives ali 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. Service Provider 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 Service
Provider infringes any copyright or that any equipment, material, or process (or any part thereof)
specified by Service Provider infringes any patent.

Service Provider shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-iniringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain the
necessary licenses to 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 the terms and conditions of this contract.

23. ENTENTIONALLY OMITTED.
24, INTENTIONALLY OMITTED.

25. Non-WAIVER OF TERMS AND CONDITIONS. None of the 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 and conditions of the contract unless
expressly stipulated to by the City in a written waiver.

26. RIGHTS AND REMEDIES. The duties and obligations imposed by the contract and the
rights and remedies available under the contract shali be in addition to and not a limitation of any
duties, obligations, rights, and remedies otherwise imposed or available by law.

27, PROHIBITED INTERESTS. Service Provider shall not allow any officer or employee of the
City to have any indirect or direct interest in this contract by way of employment through Service
Provider. Service Provider warrants that no officer or employee of the City has any direct or
indirect interest, whether contractual, non-contraciual, financial or otherwise, in this contract or
in the business of Service Provider. If any such interest comes to the attention. of Service
Provider at any time, a full and complete disclosure of the interest shall be immediately made in
writing to the City. Service Provider 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. Service Provider further
warrants that no person having such an interest shall be employed in the performance of this

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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 Service Provider (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,
Service Provider shall refund to the City any profits realized under this contract, and Service
Provider 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.

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider 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, 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.

28. THIRD PARTY INTERESTS AND LIABILITIES. The City and Service Provider, including
any of their respective agents or employees, shall not be liable to third parties for any act or
omission of the other party. This contract is not intended to create any rights, powers, or interest
in any third party and this agreement is entered into for the exclusive benefit of the City and
Service Provider,

29, SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties that
by their nature survive termination or completion of this contract shall remain in full force and
effect.

30. SEVERABILITY. In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other
provision, the contract shal! be construed as if such invalid or unenforceable provisions were
omitted, and the parties may renegotiate the invalid or unenforceable provisions for sole purpose
of rectifying the invalidity or unenforceability.

31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT, This contract constitutes the
entire contract between the City and Service Provider. The parties shall not be bound by or be
liable for any statement, representation, promise, inducement, or understanding of any kind or
nature not set forth in this contract. No changes, amendments, or modifications of any terms or
conditions of the contract shall be valid unless reduced to writing and signed by both parties.

32. CHOICE OF LAW AND VENUE. This contract shall be governed and construed in
accordance with the law of the State of New Hampshire. Any action, complaint, cause of action,
or other form of litigation, in law or in equity, arising out of this Agreement, the work performed
or to be performed hereunder, or which is in any way referable hereto shall be brought in the

New Hampshire Superior Court for the Southern District of Hillsborough County or in the New
Hampshire 9" Circuit Court situate in Nashua, New Hampshire and not elsewhere.

coms

Exhibit B
Summary & Scope of Work

City of Nashua through the Office of Economic Development

Professional Services related to Commercial Real Estate Brokerage and Marketing
Services

Summary

The purpose of this assignment is to provide marketing and brokerage services to the
City of Nashua (“Owner’), through the Office of Economic Development related to the
disposition of selected property.

Scope of Work

The Service Provider is hereby authorized to conduct the following Scope of Work,
collectively defined as “Exclusive Listing Services”. The services will be inclusive of the
following obligations for both the Service Provider as well as the City of Nashua:

1. Commissions: Owner agrees to pay a commission at the rates set below if (a)
during the term of the Contract the Broker, Owner or any other party, finds a
purchaser, assignee or nominee, who is ready, willing and able to purchase the property
in accordance with the terms and conditions of this Agreement, or such other ferms and
conditions as may be acceptable to Owner; or, (b) within 180 days after the termination
of this agreement Owner is party to a binding Purchase and Sales agreement on the
Praperty to any Qualifying Prospect. A Qualifying Prospect shall be any Buyer,
identified in writing to Owner no later than 15 days after the termination of this
agreement.

During the term of the Contract and as set forth above, commission is due and payable
upon Owner approving a purchase and sale agreement with a ready willing and able
buyer under terms and conditions agreeable to Owner. Commissions are collected at
settlement, or lease signing.

The fee for leasing is 5% of base rent for the first five years of the lease and 2% of base
rent for any additional years thereafter. This would be for the initial term of the lease
only. No change in the above fee for a co-broke situation. In the event of a co-broke,
Broker will split commission 50/50.

The fee for selling will be 6% of the first $1,000,000 of purchase price; 5% of the
purchase price between $1,000,001 and $2,000,000 and 4% of the purchase price

(b=

ring
:

above $2,000,0001. No change in the above fee for a co-broke situation. In the event of
a co-broke, Broker will split commission 50/50.

If the final sale price or final lease rate is less than 75% of Asking Price: the Broker's
commission shali be 75% of the original asking price multiplied by the above
commission rates.

2. Authority of Broker: The Broker is authorized fo use reasonable efforis to procure a
ready willing and able buyer for the Property in accordance with the terms and
conditions of the Contract.

Owner agrees that ihe Broker, when requested by other agents or prospects, may
disclose the existence of other offers on the Property.

The Broker is hereby authorized to:

e Place signage on the Property.

°« Place information about the Property on the Internet and/or Multiple Listing
Services.

e Advertise the Property in print media.

o Release data about the transaction, such as parties to the transaction, location
and square footage as press releases and/or databases for statistical purposes.

e Owner acknowledges that Broker will enter this data into “NNEREN” within 15
days of this agreement and will put the name of ihe Owner as “On File”.

3. Acknowledgements and Obligations of Owner: Owner agrees to cooperate with
Broker in effecting the sale of the Property and to immediately refer to Broker all
inquiries of anyone interested in the Property. All negotiations are to be through the
Broker.

Owner represenis that Owner is the legal owner of the Property and has the right to
enter into this Contract.

Owner acknowledges that Broker has made no guarantee of procuring a ready, willing
and able buyer for the Property.

Owner agrees to disclose to the Broker all information concerning the Property
including: Income and expenses, the existence of asbestos, radon, PCB transformers,
mold, underground storage tanks, lead paint, history of methamphetamine laboratory
use, septic systems and water problems or any information concerning the property be
they adverse or otherwise. The duty to disclose is ongoing and if the Owner discovers
additional information concerning the condition of the Property, the Owner shall
promptly disclose the additional information to Broker.

Owner acknowledges that Broker is being retained solely as a real estate agent and not

as an attorney, tax advisor, lender, appraiser, surveyor, architect, contractor or any
other professional service provider. Owner has been advised to seek professional

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advice for any non-brokerage services, Broker shall not be liable for any action,
inaction, failure, negligence, error or omission of any other professional service
provider.

lt shall not be the responsibility of the Broker to determine the qualifications and
creditworthiness of any buyer with whom Owner may enter into a Purchase and Sales
agreement. Owner waives any claims it may have against Broker resulting from any
Owner losses and liabilities, which Owner may hereafter suffer by entering into a
Purchase and Sales agreement with any buyer.

Owner agrees to allow Broker to cooperate with licensees from other firms who accept
Buyer Agency (also known as Tenant Representation) and Facilitator agreements.
Owner undersiands that Broker may represent buyers of who also have interest in the
Property. In those circumstances, Broker shall fully inform Owner and provide Owner
the opportunity to proceed under a Disclosed Dual Agency agreement.

Prope ies

The City of Nashua shall enter into from time to time an “Exclusive Listing Services”
Agreement for a specific property. At this time it will be the following “Property(ies)”:

44 Broad Street, Nashua NH ata list price of $525,000
*It should be noted that other properties may be added.