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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS

DEFINITIONS

ENGINEER STATUS
STANDARD OF CARE

OWNER REPRESENTATIVE
CHANGES TO SCOPE OF WORK
OWNER 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 ae

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

GC 1 of 11

EXHIBIT C

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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

EXHIBIT C
1. DEFINITIONS. Unless otherwise required by the context, "ENGINEER” includes any of the
ENGINEER's consultants, sub consultants, contractors, and subcontractors
2. ENGINEER STATUS AND PROVISION OF WORKERS’ COMPENSATION

COVERAGE. The parties agree that ENGINEER shal! have the status of and shall perform all work
under this contract as a ENGINEER, maintaining control over all its consultants, sub consultants,
contractors, or subcontractors. The only contractual relationship created by this contract is between the
OWNER and ENGINEER, and nothing in this contract shall create any contractual relationship between
the OWNER and ENGINEER's consultants, sub consultants, contractors, or subcontractors. The parties
also agree that ENGINEER is not an OWNER employee and that there shall be no:

(1) Withholding of income taxes by the OWNER:

(2) Industrial insurance coverage provided by the OWNER; |

(3) Participation in group insurance plans which may be available to employees of the
OWNER;

(4) Participation or contributions by either the. ENGINEER or the OWNER to the public
employee’s retirement system;

(5) Accumulation of vacation leave or sick leave ‘pedvided by the OWNER;

(6) Unemployment compensation coverage. poudes by the OWNER.

3. STANDARD OF CARE. ENGINEER shall be respomple for the professional quality, technical
accuracy, timely completion, and coordjfation of all work performed under this contract. 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 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 OWNER
may have, 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 ENGINEER's failure to.perform in accordance with this standard of care. Any approval by
the OWNER of any products or services furnished or used by ENGINEER shall not in any way relieve
ENGINEER of the responsibility for professional and technical accuracy and adequacy of its work.
OWNER review, approval, or acceptance of, or payment for any of ENGINEER's work under this
contract shall not operate as a waiver of any of the OWNER's rights or causes of action under this
contract, and ENGINEER shall be and remain liable in accordance with the terms of the contract and
applicable law.

ENGINEER shall furnish competent and skilled personnel to perform the work under this contract. The
OWNER reserves the right to approve key personnel assigned by ENGINEER to perform work under this
contract. Approved key personnel shall not be taken off of the project by ENGINEER without the prior
written approval of the OWNER, except in the event of termination of employment. ENGINEER shall, if
requested to do so by the OWNER, remove from the job any personne] whom the OWNER determines to
be incompetent, dishonest, or uncooperative.

4, OWNER REPRESENTATIVE. The OWNER may designate an OWNER representative for this

contract. If designated, all notices, project materials, requests by ENGINEER, and any other
communication about the contract shall be addressed or be delivered to the OWNER Representative.

GC 2 of 11

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

5. CHANGES TO SCOPE OF WORK. The OWNER 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 ENGINEER's performance
under the contract. ENGINEER shall provide to the OWNER 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 OWNER to be able to adequately analyze
the proposal. The OWNER will then determine in writing if ENGINEER should proceed with any or all
of the proposed change. If the change causes an increase or a decrease in 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 ENGINEER for adjustment under this clause
shall be asserted in writing within 30 days of the date the OWNER notified ENGINEER of the change.

When ENGINEER seeks changes, ENGINEER shall, before any work commences, estimate their effect
on the cost of the contract and on its schedule and notify the OWNER 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 OWNER to be able to adequately analyze the proposal. The OWNER will
then determine in writing if ENGINEER should proceed with any or all of the proposed change.

Except as provided in this paragraph, ENGINEER shall implement no change unless the OWNER in
writing approves the change. Unless otherwise agreed to in writing, the provisions of this contract shall
apply to all changes. The OWNER may provide verbal approval of a change when the OWNER, 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
OWNER approval shall not be compensqjed and is, at the OWNER's election, sufficient reason for
contract termination.

6. OWNER COOPERATION. . The OWNER agrees that its personnel will cooperate with
ENGINEER in the performance.of its work under this contract and that such personnel will be available
to ENGINEER for consultation ‘at reasonable times and after being given sufficient advance notice that
will prevent conflict with their other responsibilities. The OWNER also agrees to provide ENGINEER
with access to OWNER 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 OWNER and
ENGINEER also agree to attend all meetings called by the OWNER or ENGINEER to discuss the work
under the Contract, and that ENGINEER may elect to conduct and record such meetings and shall later
distribute prepared minutes of the meeting to the OWNER.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
ENGINEER watrants that it has examined all contract documents, has brought all conflicts, errors,
discrepancies, and ambiguities to the attention of the OWNER in writing, and has concluded that the
OWNER's resolution of each matter is satisfactory to ENGINEER. All future questions ENGINEER may
have concerning interpretation or clarification of this contract shall be submitted in writing to the
OWNER within 10 calendar days of their arising. The writing shall state clearly and in full detail the
basis for ENGINEER's question or position. The OWNER representative shall render a decision within
15 calendar days. The OWNER's decision on the matter is final. Any work affected by a conflict, error,
omission, or discrepancy which has been performed by ENGINEER prior to having received the
OWNER's resolution shall be at ENGINEER's risk and expense. At all times, 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 OWNER. ENGINEER is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.

GC 3 of 11

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The OWNER, 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 OWNER chooses to terminate, abandon, or suspend all or part of the project, it shall provide
ENGINEER 7 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, 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 pergon of work under the contract
that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the OWNER of all orders or subcontracts to thé extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the OWNER any
orders or subcontracts specified i in _ the notice, te revoke agreements specified in the
notice. €

4. Not resume work after the effective date ofa notice of suspension until receipt of a
written notice from the OWNER to resume performance.

In the event of a termination, abandonment, ‘or suspension at will, ENGINEER shall receive all amounts
due and not previously paid to 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 i in the
notice. No amount shall, be allowed or pad for anticipated profit on unperformed services or other
unperformed work.

In order that the ENGINEER shall receive payment under termination notice of any part of the work, all
plans, drawings, tracings, field. notes, estimates, specifications, proposals, sketches, diagrams, and
calculations, together with all other materials and data collected or prepared in connection with the
PROJECT shall be transmitted to the OWNER in a form acceptable to the OWNER and DIVISION.

B. TERMINATION FOR CAUSE. This agreement may be terminated by the OWNER on 7
day’s written notice to ENGINEER in the event of a failure by ENGINEER to adhere to all the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the OWNER, pursue the
project or to complete work in a timely and professional manner. ENGINEER shall be given an
opportunity | for cousultalion with the OWNER prior to the effective date of the termination. Professional

Upon receipt of notice of termination for cause, ENGINEER shall:

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

GC 4 of 11

CMS
Month

July 2001

June 2001

May 2001

April 2001
March 2001
February 2001
January 2001
December 2000
November 2000
October 2000
September 2000
August 2000
July 2000

June 2000

May 2000

Tuesday, July 26, 2022

iPDweb
Month

August 2001
July 2001

June 2001

May 2001

April 2001
March 2001
February 2001
January 2001
December 2000
November 2000
October 2000
September 2000
August 2000
July 2000

June 2000

Diesel Price

$1.1555
$1.3175
$1.5695
$1.4675
$1.1865
$1.2505
$1.3395
$1.3615
$1.5500
$1.5200
$1.4750
$1.3410
$1.2920
$1.2590

$1.5340

Asphalt Price

Page 9 of 9

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

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 OWNER 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 OWNER 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 OWNER to resume performance.

In the event of a termination for cause, ENGINEER shall receive all amounts due and not previously paid
to 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 OWNER by reasons of ENGINEER's failure. ENGINEER shall not
be relieved of liability to the OWNER for damages sustained from the failure, and the OWNER may
withhold any payment to the ENGINEER until such time as the exact amount of damages due to the
OWNER is determined. All claims for payment by the ENGINEER must be submitted to the OWNER
within 30 days of the effective date of the notice of termination.

If after termination for the failure of ENGINEER to adhere to all the terms and conditions of the contract
or for failure to satisfactorily, in the sole opinion of the OWNER, pursue the project or to complete work
in a timely and professional manner, it is: determined: that ENGINEER had not so failed, the termination
shall be deemed to have been a termination at will. In that event, the OWNER shall make an equitable
adjustment in the compensation paid to ENGINEER. ‘The adjustment shall include a reasonable profit for
services or other work performed up to the effectivé date of termination less all previous payments.

In order that the ENGINEER shall receive payment under termination notice of any part of the work, all
plans, drawings, tracings, field notes, estimates, specifications, proposals, sketches, diagrams, and
calculations, together with all other materials and data collected or prepared in connection with the
PROJECT shall be transmitted to the OWNER in a form acceptable to the OWNER and DIVISION.

C. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the
OWNER may take over the work and prosecute it to completion by agreement with another party or
otherwise. In the event ENGINEER shall cease conducting business, the OWNER shall have the right to
solicit applications for employment from any employee of the 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 such party. Delays arising from the actions or inactions of one or more
of ENGINEER's principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers
are expressly recognized to be within ENGINEER's control.

9. DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall be
resolved under this paragraph. Either party shall provide to the other party, in writing and with full
documentation to verify and substantiate its decision, its stated position concerning the dispute. No
dispute shall be considered submitted and no dispute shall be valid under this provision unless and until
the submitting party has delivered the written statement of its position and full documentation to the other

GC 5 of 11

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

party. The parties shall then attempt to resolve the dispute through good faith efforts and negotiation
between the OWNER Representative and an ENGINEER representative. At all times, 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 OWNER. If the dispute is not resolved
within 30 days, either party may request that the dispute be submitted to the Board of Public Works for
final resolution. The decision of the Board of Public Works shall be final and binding on the parties. If
either party is dissatisfied with the decision of the Board of Public Works, that party may immediately
terminate the contract under this paragraph, with ENGINEER being entitled to compensation for work
actually and satisfactorily performed up to the time of the termination and the OWNER being entitled to
all contract materials in accordance with paragraph 21, and compensation for any additional damages or
experises incurred in completing the work under the contract, including, without limitation, the costs of
securing the services of other ENGINEER’s.

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

11. INSURANCE. ENGINEER shail carry and maititain 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 d, fon- -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.

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

ENGINEER will provide the OWNER 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
OWNER issues the notice of award. The OWNER 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. 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
isurance.

GC 6 of 11

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

= If aggregate limits of less than $2,000,000 are imposed on bodily injury and property damage,
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 ENGINEER of its responsibilities or limit the
amount of its liability to the OWNER or other persons, and 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 OWNER of
Nashua shall be called upon to contribute to a loss.

= ENGINEER is responsible for and required to remedy all damage or loss to any property,
including property of the OWNER, caused in whole or part by ENGINEER or anyone employed,
directed, or supervised by ENGINEER.

12. INDEMNIFICATION Regardless of:any coverage provided by any insurance, ENGINEER agrees to
indemnify and shall defend and hold harmless the OWNER, 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 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. ENGINEER’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply -to liability caused by the sole negligence or willful
misconduct of the party indemnified or held harmless. ©

The indemnification provision is modified by the nani hereby only insofar as (1) the ENGINEER shall
have no upfront duty to defend the OWNER; however, the ENGINEER shall reimburse defense costs of
the OWNER to the same extent of the ENGINEER’s indemnity obligation under the Agreement; and (2)
the ENGINEER’s indemnity and hold: ‘harmless Obligation is only to the proportionate extent of
ENGINEER’s negligence and shall not apply to liability caused by the negligence of the OWNER.

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

14, COMPENSATION. Review by the OWNER of ENGINEER's submitted monthly invoice forms
and progress reports for payment will be promptly accomplished by the OWNER. If there is insufficient
information, the OWNER may require ENGINEER to submit additional information. Unless the
OWNER, in its sole discretion, decides otherwise, the OWNER shall pay ENGINEER in full within 30
days of approval of the submitted monthly invoice forms and progress reports.

15. COMPLIANCE WITH APPLICABLE LAWS. 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

GC 7 of 11

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

federal, state, and local accounting procedures and requirements, all immigration and naturalization laws,
and the Americans With Disabilities Act. 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 OWNER in writing of any changes to the
same relating to or affecting this contract, and shall submit detailed documentation of any effect of the
change in terms of both time and cost of performing the contract.

16. NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, ENGINEER agrees to the following terms. 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. 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 pays or other forms of compensation and
selection for training, including apprenticeship.

Without limitation of the foregoing, 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 Bmployment, Department of Labor” which, by
this reference, is incorporated in this contract.

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, iy gal t¥eation, quality of work, and obligation of ENGINEER under
this contract. & é

In connection with the performance of: Bork andes this contract, 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 compensatign, and selection for training, including apprenticeship.

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
ENGINEER shall constitute a material breach of the contract.

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

18. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. ENGINEER shall not assign,
transfer, delegate, or subcontract any rights, obligations, or duties under this contract without the prior
written consent of the OWNER. Any such assignment, transfer, delegation, or subcontracting without the
prior written consent of the OWNER is void. Any consent of the OWNER 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

GC 8 of 11

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

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.

19. OWNER INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of ENGINEER related to this contract shall be subject to inspection,
examination and audit by the OWNER, 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.

20. 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 ENGINEER in the
performance of its obligations under this contract shall be the exclusive property of the OWNER and all
such materials shall be remitted and delivered, at ENGINEER's expense, by ENGINEER to the OWNER
upon completion, termination, or cancellation of this contract. Alternatively, if the OWNER provides its
written approval to 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 ENGINEER i in the performance of its obligations
under this contract must be retained by 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 OWNER,
in writing, requests any or all of the materials, then ENGINEER shall promptly remit and deliver the
materials, at ENGINEER's expense, to the OWNER. ENGINEER shall not use, willingly allow or cause
to have such materials used for any purpose other than the performance of ENGINEER's obligations
under this contract without the prior written. consent of the OWNER.

21, PUBLIC RECORDS Law, Copyricers, AND. PATENTS. ENGINEER expressly agrees that all
documents ever submitted, filed, or deposited with the OWNER by ENGINEER (including those remitted
to the OWNER by ENGINEER pursuant to paragraph 21), unless designated as confidential by a specific
statue of the State of New Hampshire, shall be treated as public records and shall be available for
inspection and copying by any person, or any governmental entity.

No books, reports, studies; photographs, negatives or other documents, data, drawings or other materials
including but not limited to those contained in media of any sort (e.g., electronic, magnetic, digital)
prepared by or supplied to 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 ENGINEER. The OWNER
shall have the right to reproduce any such materials.

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

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,

GC 9 of 11