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1.

General Terms and Conditions

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

DESIGNLAB STATUS The parties agree that DesignLAB shall have the status of and shall
perform all work under this contract as a DesignLAB, 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 DesignLAB, and
nothing in this contract shall create any contractual relationship between the City of Nashua
and DesignLAB's consultants, sub consultants, contractors, or subcontractors. The parties
also agree that DesignLAB 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 DesignLAB 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 DesignLAB shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. DesignLAB 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 DesignLAB 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, DesignLAB 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 DesignLAB'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 DesignLAB shall not in any way relieve
DesignLAB 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
DesignLAB's work under this contract shall not operate as a waiver of any of the City of
Nashua's rights or causes of action under this contract, and DesignLAB shall be and remain
liable in accordance with the terms of the contract and applicable law.

DesignLAB shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel

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assigned by DesignLAB to perform work under this contract. Approved key personnel shall
not be taken off of the project by DesignLAB without the prior written approval of the City
of Nashua, except in the event of termination of employment. DesignLAB 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
DesignLAB, 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
DesignLAB's performance under the contract. DesignLAB 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 DesignLAB should
proceed with any or all of the proposed change. If the change causes an increase or a
decrease in DesignLAB'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 DesignLAB for adjustment under this clause shall be asserted in writing
within 30 days of the date the City of Nashua notified DesignLAB of the change.

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

Except as provided in this paragraph, DesignLAB 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.

Ciry OF NASHUA COOPERATION The City of Nashua agrees that its personnel will
cooperate with DesignLAB in the performance of its work under this contract and that such
personnel will be available to DesignLAB 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

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Engineer 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 DesignLAB also agree to attend all meetings
called by the City of Nashua or DesignLAB to discuss the work under the Contract, and
that DesignLAB 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
DesignLAB 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
DesignLAB. All future questions DesignLAB 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
DesignLAB'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
DesignLAB prior to having received the City of Nashua's resolution shall be at
DesignLAB's risk and expense. At all times, DesignLAB 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. DesignLAB 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. Ifthe City of Nashua chooses to terminate, abandon, or suspend
all or part of the project, it shall provide DesignLAB 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, DesignLAB
shall:

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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.

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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, DesignLAB shall receive
all amounts due and not previously paid to DesignLAB 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 DesignLAB in the event of a failure by DesignLAB 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. DesignLAB shall be given an opportunity for
consultation with the City of Nashua prior to the effective date of the termination.
DesignLAB may terminate the contract on 10 calendar days written notice if, through no
fault of DesignLAB, the City of Nashua fails to pay DesignLAB 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, DesignLAB 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.

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, DesignLAB shall receive all amounts due and not
previously paid to DesignLAB 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 DesignLAB's failure. DesignLAB 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 DesignLAB until such time as the exact amount
of damages due to the City of Nashua is determined. All claims for payment by the
DesignLAB must be submitted to the City of Nashua within 30 days of the effective date
of the notice of termination.

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10.

If after termination for the failure of DesignLAB 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 DesignLAB 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 DesignLAB such that DesignLAB
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 DesignLAB shall cease conducting business, the
City of Nashua shall have the right to solicit applications for employment from any
employee of the DesignLAB 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 DesignLAB's principals, officers,
employees, agents, subcontractors, consultants, vendors, or suppliers are expressly
recognized to be within DesignLAB'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 DesignLAB Representative. At all times, DesignLAB 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, if requested
in writing by either the City of Nashua or the DesignLAB within 14 days after the 30 days
described above , the parties shall attempt to resolve the dispute by entering into structured
non-binding negotiations with the assistance of a mediator on a without prejudice basis.
The mediator shall be appointed by agreement of the parties, which agreement shall not be
unreasonably withheld. If the parties cannot agree to a mediator within 30 days or the
dispute cannot be settled within a period of thirty (30) days with the mediator, 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 DesignLAB for damages because
of hindrances or delays in the progress of the work from any cause, and DesignLAB agrees
to accept in full satisfaction of such hindrances and delays any extension of time that the
City of Nashua may provide.

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11. INSURANCE DesignLAB 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.

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DesignLAB 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 DesignLAB are intended to and shall not in any manner limit
or qualify the liabilities and obligations assumed by DesignLAB under this contract. The
City of Nashua shall not maintain any insurance on behalf of DesignLAB. DesignLAB
shall require Subcontractors to carry appropriate and lawful amounts of insurance for the
services they are providing. DesignLAB will ensure compliance with this section and shall
receive valid certificates of insurance from all Subcontractors as proof that coverage is in
place..

DesignLAB 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. DesignLAB 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 inthe
certificate(s) of insurance.
If aggregate limits of less than $2,000,000 are imposed on bodily injury and

property damage, DesignLAB 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 DesignLAB of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and DesignLAB is encouraged to purchase such additional insurance,
as it deems necessary.

The insurance provided herein is primary, and no insurance held or owned bythe
City of Nashua shall be called upon to contribute to aloss.

DesignLAB 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

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by DesignLAB or anyone employed, directed, or supervised by
DesignLAB.

INDEMNIFICATION Regardless of any coverage provided by any insurance, DesignLAB
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 in whole or in part by reason of any
negligent act, omission, or fault or willful misconduct, whether active or passive, of
DesignLAB or of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this contract. DesignLAB’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 DesignLAB with a nght of payment
over any other entity. Any funds obligated by the City of Nashua under this contract that
are not paid to DesignLAB 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 DesignLAB. DesignLAB shall have no claim of any sort to the
unexpended funds.

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

COMPLIANCE WITH APPLICABLE LAWS DesignLAB, 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. DesignLAB 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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16. NONDISCRIMINATION If applicable or required under any federal or state law, statute,

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regulation, order, or other requirement, DesignLAB agrees to the following terms.
DesignLAB 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. DesignLAB 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, DesignLAB'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.

DesignLAB 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 DesignLAB under this contract.

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

DesignLAB 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 DesignLAB shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING DesignLAB 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

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19.

20.

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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 DesignLAB 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 DesignLAB 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 DesignLAB's expense, by DesignLAB to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides
its written approval to DesignLAB, 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 DesignLAB in the performance of its obligations under this contract must be retained by
DesignLAB 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 DesignLAB shall promptly remit and deliver the
materials, at DesignLAB's expense, to the City of Nashua. DesignLAB shall not use,
willingly allow or cause to have such materials used for any purpose other than the
performance of DesignLAB's obligations under this contract without the prior written
consent of the City of Nashua.

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

DesignLAB 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

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23.

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States or of any other nation. DesignLAB 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
DesignLAB infringes any copyright or that any equipment, material, or process (or any
part thereof) specified by DesignLAB infringes any patent.

DesignLAB 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, DesignLAB 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 DesignLAB in writing that the whole of the work was
completed on the date indicated in the notice or provide DesignLAB with a written list of
work not completed. With respect to work listed by the City of Nashua as incomplete,
DesignLAB 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 ofcompletion.

TAXES DesignLAB 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. DesignLAB 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, breach, or modification of any of the terms and conditions of the contract
unless expressly stipulated to by the City of Nashua in a written waiver.

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

PROHIBITED INTERESTS DesignLAB shall not allow any officer or employee of the City
of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. DesignLAB warrants that no officer or employee of the City of Nashua has any
direct or indirect interest, whether contractual, no contractual, financial or otherwise, in
this contract or in the business of DesignLAB. If any such interest comes to the attention
of DesignLAB at any

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