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6 NOTICES. All notices, requests, or approvals required or permitted to be given under
this contract shal} be in writing, shail 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:
REPRESENTATIVE:

Kim Kleiner Raymond Feoli

Director of Administrative Services President

229 Main Street Inception Technologies Inc.
Nashua, NH 03060 77 Sundial Ave, Suite 403W

Manchester, NH 03103

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

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

By signing the contract, Contractor attests that pursuant to RSA 2[-J:I Iand Rev 602.01 (c} & (d):
(1} The contract, any revised contract, and the names and DRA-certified level of all personnel to be
employed under the contract has been first submitted to the DRA for examination; and, (2) No
appraisal work shall begin until a copy of this executed contract and the names and DRA-certified
level of all personnel to be employed under this contract, has been summited to NH DRA.

fignature) (signature)

James Donchess
Mayor Raymond Feoli
City of Nashua President,

inception Technologies, Inc
Date:

Date:

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EXHIBIT A TABLE OF

CONTENTS GENERAL
CONBITIONS
DEFINITIONS
PROFESSIONAL CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES T0 SCOPE OF WORK
CITY GF NASHUA COOPERATION

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

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION GF 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

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General Terms and Condition:

1. DEFINITIONS Unless otherwise required by the context, “Professional Contractor”, and its
successors, transferees and assignees (together “Professional CONTRACTOR”) includes any
of the Professional Contractor's Contractors, subcontractors, Contractors, and subContractors

2. PROFESSIONAL CONTRACTOR STATUS The parties agree that Professional Contractor shall have
the status of and shall perform ail work under this contract as a Professional Contractor, maintaining
control over all its contractors, subcontractors, consultants, or subconsultants. The only contractual
relationship created by this contract is between the City of Nashua and Professional Contractor, and
nothing in this contract shall create any contractual relationship between the City of Nashua and
Professional Contractor's contractors, subcontractors, consultants, or subconsultants. The parties
also agree that Professional Contractor 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 Professional CONTRACTOR 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.

3. STANDARD OF CARE Professional Contractor shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Professional 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 shalt be the duty
of Professional Contractor 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,
Professional Contractor 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 Professional Contractor'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 Professional Contractor shall not in any way relieve Professional Contractor of the responsibility
for professional and technical accuracy and adequacy of its work. City of Nashua review, approval,
or acceptance of, or payment for any of Professional Contractor's work under this contract shal! not
operate as a waiver of any of the City of Nashua's rights or causes of action under this contract,
and Professional Contractor shall be and remain liable in accordance with the terms of the contract
and applicable law.

Professional Contractor 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
Professional Contractor to perform work under this contract. Approved key personnel shall not be
taken off of the project by Professional Contractor without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Contractor shall, if
requested to do so by the City of Nashua, remove from the job any personne! whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

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4. 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
Professional Contractor, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

5. 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
performed, either increasing or decreasing the scope, character, or cost of Professional Contractor's
performance under the contract. Professional Contractor 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 Professional Contractor should proceed with any or all of the
proposed change. Ifthe change causes an increase or a decrease in Professional 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 Professional Contractor for
adjustment under this clause shall be asserted in writing within 30 days of the date the City of
Nashua notified Professional Contractor of the change.

When Professional Contractor seeks changes, Professional Contractor 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 Professional Contractor should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Contractor 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.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate with
Professional Contractor in the performance of its work under this contract and that such personnel
will be available to Professional Contractor 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 Professional Contractor with access to City of Nashua records
in a reasonable time and manner and to schedule items that require action by the Finance Committee
in a timely manner. The City of Nashua and Professional Contractor also agree to attend all
meetings called by the City of Nashua or Professional Contractor to discuss the work under the
Contract, and that Professional Contractor may elect to conduct and record such meetings and shal]
later distribute prepared minutes of the meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Contractor 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
Professional Contractor. All future questions Professional Contractor 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 Professional Contractor'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

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affected by a conflict, error, omission, or discrepancy which has been performed by Professional
Contractor prior to having received the City of Nashua's resolution shall be at Professional
Contractor's risk and expense. At all times, Professional 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 the City of Nashua. Professional Contractor is responsible for
requesting clarification or interpretation and is solely liable for any cost or expense arising from its
failure to do so.

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 Professional 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 ail or part of the project and contract.

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

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

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.

woe

in the event of a termination, abandonment, or suspension at will, Professional Contractor shall
receive all amounts due and not previously paid to Professional Contractor for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for work
thereafter completed as specified in the notice. No amount shall be allowed or paid for anticipated
profit on unperformed services or other unperformed work.

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

1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City of Nashua with a list of all unperformed services.

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3. 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.

5. Not resume 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, Professional Contractor shall receive al] amounts due and
not previously paid to Professional Contractor for work satisfactorily 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 Professional Contractor's failure. Professional Contractor 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 Professional Contractor until such time as the exact amount of damages
due to the City of Nashua is determined. All claims for payment by the Professional Contractor
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 Professional Contractor to adhere to any of the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua,
to complete or make sufficient progress on the work in a timely and professional manner, it is
determined that Professional Contractor 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 Professional Contractor such that Professional Contractor receives total
compensation in the same amount as it would have received in the event of a termination-at-will.

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

Neither party shall be considered in default of the performance of its cbligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or

future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Professional Contractor's principals, officers, employees, agents,
subContractors, Contractors, vendors, or suppliers are expressly recognized to be within

Professional Contractor's control.

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 conceming 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 Professional Contractor
Representative. At all times, Professional 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 of Nashua. If the parties are unable to resolve their dispute

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as described above within 30 days, the parties may request that the dispute be submitted to the
Finance committee for resolution. If the parties are dissatisfied with the decision of the Finance
committee, 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.

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

INSURANCE Professional Contractor 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

ageregate;
# $1,000, 000 Combined Single Limit Automobile Liability;

# $1,000, 000 Professional Liability:
and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Professional 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 Professional Contractor are intended to and shall not in any manner limit
or qualify the Habilities and obligations assumed by Professional Contractor under this
contract. The City of Nashua shall not maintain any insurance on behalf of Professional
Contractor. SubContractors are subject to the same insurance requirements as Professional
Contractor and it shall be the Professional Contractor’s responsibility to ensure compliance
of this requirement.

Professional 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 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 3 a Benson authorized by the insurer and who i is
licensed by the State of New Hampshire. Creneral | e

Professional Contractor i is responsible for filing cad ond 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, Professional Contractor 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 Professional Contractor of
its responsibilities or limit the amount of its liability to the City of Nashua or
other persons, and Professional Contractor is encouraged to purchase such
additional insurance, as it deems necessary.

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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.

Professional Contractor 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 the Professional Contractor or anyone employed, directed, or supervised by
Professional Contractor.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Contractor
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 Professional Contractor or of anyone
acting under its direction or control or on its behalf in connection with or incidental to the
performance of this contract. Professional 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.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
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 Professional Contractor with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract
that are not paid to Professional Contractor shail automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The
City of Nashua shall not have any obligation to re-award or to provide, in any manner, the
unexpended funds to Professional Contractor. Professional Contractor shail have no claim of any
sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Professional Contractor'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 Professional
CONTRACTOR to submit additional information. Unless the City of Nashua, in its sole
discretion, decides otherwise, the City of Nashua shall pay Professional Contractor in full within
30 days of approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Professional 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 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. Professional 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 of Nashua 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.

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NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Professional Contractor agrees to the following terms. Professional
Contractor 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. Professional 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 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, Professional Contractor'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.

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

In connection with the performance of work under this contract, Professional 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: 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.

Professional Contractor 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 Professional Contractor shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Contractor 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 Professional Contractor related to this contract shall be subject to
inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, the Administrative Services Division, Corporation Counsel, and, if applicable,
the Comptroller General of the United States, or any authorized representative of those entities.

GC 8 of 11

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

21,

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 Professional
Contractor in the performance of its obligations under this contract shall be the exclusive property
of the City of Nashua and aii such materials shall be remitted and delivered, at Professional
Contractor's expense, by Professional Contractor to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its written
approval to Professional 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 (¢.g., electronic, magnetic, digital) prepared by or supplied to Professional Contractor
in the performance of its obligations under this contract must be retained by Professional
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 of Nashua, in writing, requests any
or all of the materials, then Professional Contractor shall promptly remit and deliver the materials,
at Professional Contractor's expense, to the City of Nashua. Professional Contractor shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance of
Professional Contractor's obligations under this contract without the prior written consent of the
City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Contractor (including those remitted to the City of Nashua by Professional Contractor pursuant to
paragraph 20), 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 Professional 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 Professional Contractor. The City of Nashua shall have the right to reproduce any
such materials. Notwithstanding any provision to the contrary contained in this Agreement,
Professional Contractor shall retain sole ownership to its preexisting information including but not
limited to computer programs, software, standard details, figures, templates and specifications to
the extent that Professional Contractor identifies each element of all such information to the City of
Nashua sirnultaneously with the provision of the same

Professional 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 of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Professional Contractor
agrees to indemnify, to defend, and to hold harmless the City of Nashua, 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 Professional Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Contractor infringes any patent.

Professional Contractor shall have the right, in order to avoid such claims or actions, to substitute
atits expense non-infringing 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

GC 9 of