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5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless approved
by the City of Nashua.

6. 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: REPRESENTATIVE:

Jill Stansfield, Parking Manager
Economic Development Division
229 Main Street

Nashua, NH 03060

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 Service Provider 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.

City of Nashua, NH (signature) Thornton Tomasetti, Inc. (signature)
James Donchess, Mayor Todd Neal, Principal
(Printed Name and Title) (Printed Name and Title)

February 1, 2021
Date Date

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EXHIBIT A
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

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

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

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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.
City of Nashua review, approval, or acceptance of, or payment for any of Service Provider's work
under this contract shall not operate as a waiver of any of the City of Nashua's nghts or causes of
action under this contract, and Service Provider shall be and remain liable in accordance with the
terms of the contract and applicable law.

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

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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
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 wniting 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 Public Works
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

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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.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole
discretion, shall have the nght 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 10 day’s written notice of its intent to do so.

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

Upon receipt of notice of termination, abandonment, or suspension at will, 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 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 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 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. Service Provider shall be given an opportunity for consultation with the
City of Nashua 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 tems 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

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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, Service Provider shall receive all amounts due and not
previously paid to Service Provider 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 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 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
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.

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 Service Provider shall cease conducting business, the City of Nashua shall
have the right to solicit applications for employment from any employee of the Service Provider
assigned to the performance of the contract.

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 control 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.

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 may request that the dispute be submitted to the Board of Public Works for resolution. If
the parties are dissatisfied with the decision of the Board of Public Works, 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 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

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satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

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.

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 Professional Engineer.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Service Provider agrees
to indemnify 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

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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 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 Service Provider 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 Service Provider shall 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 Service Provider.
Service Provider shall have no claim of any sort to the unexpended funds.

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
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.

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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, 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.

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.

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 to inspection,
examination and audit by the City of Nashua, 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.

DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Service Provider
in the performance of its obligations under this contract shall be the exclusive property of the City
of Nashua and all such materials shall be remitted and delivered, at Service Provider's expense, by
Service Provider to the City of Nashua upon completion, termination, or cancellation of this
contract. Alternatively, if the City of Nashua 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 of Nashua, in writing, requests any or all of the materials, then Service Provider
shall promptly remit and deliver the materials, at Service Provider's expense, to the City of Nashua.
Service Provider shall not use, willingly allow or cause to have such materials used for any purpose

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other than the performance of Service Provider's obligations under this contract without the prior
written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Service Provider expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Service Provider
(including those remitted to the City of Nashua by Service Provider 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 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 of Nashua shall have the right to reproduce any such materials.

Service Provider 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. Service Provider 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 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-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 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.

FINAL ACCEPTANCE Upon completion of all work under the contract, Service Provider shall notify
the City of Nashua in writing of the date of the completion of the work and request confirmation
of the completion from the City of Nashua. Upon receipt of the notice, the City of Nashua shall
confirm to Service Provider in writing that the whole of the work was completed on the date
indicated in the notice or provide Service Provider with a written list of work not completed. With
respect to work listed by the City of Nashua as incomplete, Service Provider shall promptly
complete the work and the final acceptance procedure shall be repeated. The date of final
acceptance of a project by the City of Nashua shall be the date upon which the Board of Public
Works or other designated official accepts and approves the notice of completion.

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

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,

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