Search

Exhibit A
Table of Contents
General Conditions

N Oo YW F WN PF

Definitions GC--2
Professional Engineer Status GC--2
Standard of Care GC--2
City of Nashua Representative GC--3
Changes to Scope of Work GC--3
City of Nashua Cooperation GC--3
Discovery of Conflicts, Errors, Omissions, Ambiguities, or

Discrepancies GC--4
Termination of Contract GC--4
Dispute resolution GC--6
No Damages for Delay GC--6
Insurance GC--6
Indemnification GC--7
Fiscal Contingency GC--8
Compensation GC--8
Compliance with Applicable Laws GC--8
Nondiscrimination GC--8
Endorsement GC--9
Assignments, Transfer, Delegation, or Subcontracting GC--9
City Inspection of Contract Materials GC--9
Disposition of Contract Materials GC--9
Public Records Law, Copyrights, and Patents GC--10
Final Acceptance GC--10
Taxes GC--11
Non-Waiver of terms and conditions GC--11
Rights and Remedies GC--11
Prohibited Interests GC--11
Third Party Interests and Liabilities GC--12
Survival of Rights and Obligations GC--12
Severability GC--12
Modification of Contract and Entire Agreement GC--12
Choice of Law and Venue GC--12

GC 1 of 12

General Terms and Conditions

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

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

Professional Engineer 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 Engineer to perform work under this contract. Approved key personnel shall not be
taken off of the project by Professional Engineer without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Engineer shall, if

GC 2 of 12

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 Professional Engineer,
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 Professional Engineer's
performance under the contract. Professional Engineer 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 Engineer should proceed with any or all of the
proposed change. If the change causes an increase or a decrease in Professional Engineer'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 Engineer for
adjustment under this clause shall be asserted in writing within 30 days of the date the City of
Nashua notified Professional Engineer of the change.

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

Except as provided in this paragraph, Professional Engineer 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
Professional Engineer in the performance of its work under this contract and that such personnel
will be available to Professional Engineer 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 Engineer with access to City of Nashua records ina
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 Professional Engineer
also agree to attend all meetings called by the City of Nashua or Professional Engineer to discuss
the work under the Contract, and that Professional Engineer 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. Professional Engineer

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

GC 3 of 12

that the City of Nashua's resolution of each matter is satisfactory to Professional Engineer. All
future questions Professional Engineer 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 Engineer'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 Professional Engineer prior to having received the
City of Nashua's resolution shall be at Professional Engineer's risk and expense. At all times,
Professional Engineer 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 Engineer 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 Engineer 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, Professional Engineer
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, Professional Engineer shall
receive all amounts due and not previously paid to Professional Engineer 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 Engineer in the event of a failure by Professional
Engineer 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 Engineer shall be given an

GC 4 of 12

opportunity for consultation with the City of Nashua prior to the effective date of the termination.
Professional Engineer may terminate the contract on 10 calendar days written notice if, through
no fault of Professional Engineer, the City of Nashua fails to pay Professional Engineer 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, Professional Engineer 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.

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.

N

In the event of a termination for cause, Professional Engineer shall receive all amounts due and
not previously paid to Professional Engineer 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 Engineer's failure. Professional Engineer 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 Engineer until such time as the exact amount of
damages due to the City of Nashua is determined. All claims for payment by the Professional
Engineer 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 Engineer 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 Engineer 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 Engineer such that Professional Engineer
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 Engineer shall cease conducting business, the City of Nashua shall have
the right to solicit applications for employment from any employee of the Professional Engineer
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

GC 5 of 12

10.

11.

such party. Delays arising from the actions or inactions of one or more of Professional Engineer's
principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers are
expressly recognized to be within Professional Engineer'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 Professional Engineer
Representative. At all times, Professional Engineer 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
Professional Engineer 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 Professional Engineer for damages because of hindrances
or delays in the progress of the work from any cause, and Professional Engineer agrees to accept
in full satisfaction of such hindrances and delays any extension of time that the City of Nashua
may provide.

Insurance. Professional Engineer 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.

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

GC 6 of 12

12.

13.

Professional Engineer 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. Professional
Engineer 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, Professional Engineer 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 Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Engineer 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.

> Professional Engineer 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
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer.

Indemnification. Regardless of any coverage provided by any insurance, Professional Engineer
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 Professional Engineer 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 Engineer’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 payrnents 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 Engineer 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 Engineer shall automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The

GC 7 of 12

14.

15.

16.

City of Nashua shall not have any obligation to re-award or to provide, in any manner, the
unexpended funds to Professional Engineer. Professional Engineer shall have no claim of any sort
to the unexpended funds.

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

Compliance with Applicable Laws. Professional Engineer, 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 Engineer 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, Professional Engineer agrees to the following terms. Professional
Engineer 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 Engineer 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 Engineer'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 Engineer 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 Professional Engineer under this contract.

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

GC 8 of 12

17.

18.

19.

20.

21.

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

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

Assignment, Transfer, Delegation, or Subcontracting. Professional Engineer 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 Engineer 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 Professional
Engineer 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 Professional
Engineer's expense, by Professional Engineer 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 Engineer, 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 Professional Engineer in the
performance of its obligations under this contract must be retained by Professional Engineer 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 Engineer shall promptly remit and deliver the materials, at
Professional Engineer's expense, to the City of Nashua. Professional Engineer shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance
of Professional Engineer's obligations under this contract without the prior written consent of the
City of Nashua.

Public Records Law, Copyrights, and Patents. Professional Engineer expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Professional Engineer
(including those remitted to the City of Nashua by Professional Engineer pursuant to paragraph
20), unless designated as confidential by a specific statue of the State of New Hampshire, shall be

GC 9 of 12

22.

23.

24.

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 Engineer 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 Engineer. The City of Nashua shall have the right to reproduce any
such materials.

Professional Engineer 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 Engineer
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 Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Engineer infringes any patent.

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

GC 10 of 12