Search

3. PERIOD OF PERFORMANCE. Contractor shall perform and complete all work within the time periods set
forth in Exhibit C. The time periods set forth in Exhibit C may only be altered by the parties by a
written agreement to extend the period of performance or by termination in accordance with the terms
of the contract. Contractor shall begin performance upon receipt of a Notice to Proceed and a valid
purchase order from the City.

4. COMPENSATION. Service Provider agrees to perform the work for a total lump sum cost of Twenty
Thousand Dollars and Zero Cents ($ 20,000.00) which, unless otherwise provided in this contract,
shall be paid in accordance with the provisions of Exhibit C. Unless otherwise provided in Exhibit C
or unless Service Provider has received a written exemption from the City, Service Provider shall
submit monthly requests for payment for services performed under this agreement. Requests for
payment shall be submitted no later than fifteen (15) days after the end of each month and must
include a detailed summary of the expenditures reported in a form that supports the approved budget.
Specifically, Service Provider agrees to provide the following with each request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number, a listing
of percent task complete for which payment is sought.

2. Aprogress report. The report shall include, for each monthly reporting period, a description of
the work accomplished, problems experienced, upcoming work, any extra work carried out, and a
schedule showing expenditures billed for the period, cumulative total expenditures billed and paid
to date under the contract, and a comparison of cumulative total expenditures billed and paid to
the approved budget.

The City will pay for work satisfactorily completed by Service Provider. The City will pay Service
Provider within 30 days of approval by the City of the submitted invoice forms and progress reports.
The City will make no payments until the invoice forms and progress reports have been submitted
and approved.

5. COMPENSATION. Contractor agrees to perform the work as outlined in Exhibit B and shall be paid in
accordance with the provisions of Exhibit C.

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

7. Notices. All notices, requests, or approvals required or permitted to be given under this contract
shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage
prepaid, and registered or certified, and shall be addressed to:

City Representative Service Provider Representative
Sarah Marchant Katherine Hersh
Community Development Director City Arts Nashua
marchants@nahuanh.gov Kathyhershi@amail.com
603.589.3075 603-315-0112

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the
mail. The City or Contractor may change the address or representative by giving written notice to the

other party.

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

AG - 2 of 2

City of Nashua, NH (signature) (signature)

James Donchess, Mayor Katherine Hersh, President
(Printed Name and Title) (Printed Name and Title)
Date a Date

AG - 3 of 2

3.

ExuHIBiIt A
GENERAL CONDITIONS

DEFINITIONS. Unless otherwise required by the context, "Contractor" includes any of the Contractor's
consultants, subconsultants, contractors, and subcontractors.

INDEPENDENT CONTRACTOR STATUS AND PROVISION OF WORKERS’ COMPENSATION COVERAGE. The parties
agree that Contractor shall have the status of and shall perform all work under this contract as an
independent contractor, maintaining control over all its consultants, subconsultants, contractors, or
subcontractors. The only contractual relationship created by this contract is between the City and
Contractor, and nothing in this contract shall create any contractual relationship between the City and
Contractor's consultants, subconsultants, contractors, or subcontractors. The parties also agree that
Contractor is not a City employee and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

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

(4) Participation or contributions by either the independent contractor or the City to the public
employee's retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City;

(6) Unemployment compensation coverage provided by the City.

Contractor agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Contractor does not maintain coverage throughout
the entire term of the contract, Contractor agrees that City may, at any time the coverage is not
maintained by Contractor, order the Contractor to stop work, suspend the contract, or terminate
the contract. For each six-month period this contract is in effect, Contractor agrees, prior to the
expiration of the six-month period, to provide another written request to its insurer for the
provision of a certificate and notice of lapse in or nonpayment of coverage. If Contractor does not
make the request or does not provide the certificate before the expiration of the six-month period,
Contractor agrees that City may order the Contractor to stop work, suspend the contract, or
terminate the contract.

STANDARD OF CARE. Contractor shall be responsible for the professional quality, technical accuracy,
timely completion, and coordination of all work performed under this contract. Contractor warrants that all
work shall be performed with the degree of professional skill, care, diligence, and sound practices and
judgment that are normally exercised by recognized professional firms with respect to services of a similar
nature. It shall be the duty of Contractor to assure at its own expense that all work is technically sound
and in conformance with all applicable federal, state, and local laws, statutes, regulations, ordinances,
orders, or other requirements. In addition to all other rights which the City may have, Contractor shall, at
its own expense and without additional compensation, re-perform work to correct or revise any
deficiencies, omissions, or errors in the work or the product of the work or which result from Contractor's
failure to perform in accordance with this standard of care. Any approval by the City of any products or
services furnished or used by Contractor shall not in any way relieve Contractor of the responsibility for
professional and technical accuracy and adequacy of its work. City review, approval, or acceptance of, or
payment for any of Contractor's work under this contract shall not operate as a waiver of any of the City's
rights or causes of action under this contract, and Contractor shall be and remain liable in accordance
with the terms of the contract and applicable law.

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

GC -1 of 8

City REPRESENTATIVE. The City may designate a City representative for this contract. If designated, all
notices, project materials, requests by Contractor, invoice forms, and progress reports, and any other
communication about the contract shall be addressed or be delivered to the City Representative.

CHANGES TO SCOPE OF WorRK. The City 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 Contractor's performance under the contract. Contractor
shall provide to the City 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 to be able to adequately analyze the proposal. The City will then
determine in writing if Contractor should proceed with any or all of the proposed change. If the change
causes an increase or a decrease in Contractor's cost or time required for performance of the contract as
a whole, an equitable adjustment shall be made and the contract accordingly modified in writing. Any
claim of Contractor for adjustment under this clause shall be asserted in writing within 30 days of the date
the City notified Contractor of the change.

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

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

CITY COOPERATION. The City agrees that its personnel will cooperate with Contractor in the performance
of its work under this contract and that such personnel will be available to Contractor for consultation at
reasonable times and after being given sufficient advance notice that will prevent conflict with their other
responsibilities. The City also agrees to provide Contractor with access to City records in a reasonable
time and manner and to schedule items that require action by the Finance Committee in a timely manner.
The City and Contractor also agree to attend all meetings called by the City or Contractor to discuss the
work under the Contract, and that Contractor may elect to conduct and record such meetings and shall
later distribute prepared minutes of the meeting to the City.

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

GC -2of 8

8.

TERMINATION OF CONTRACT

A.

TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. ‘The City, 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 chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Contractor 10 day's written notice of its intent to do so.

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

Upon receipt of notice of termination, abandonment, or suspension at will, Contractor
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 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 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 to resume performance.

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

TERMINATION FOR CAUSE. This agreement may be terminated by the City on 10 calendar
day’s written notice to Contractor in the event of a failure by Contractor to adhere to all
the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion
of the City, pursue the project or to complete work in a timely and professional manner.
Contractor shall be given an opportunity for consultation with the City prior to the effective
date of the termination. Contractor may terminate the contract on 10 calendar days
written notice if, through no fault of Contractor, the City fails to pay Contractor for 30 days
after the date of approval of any submitted invoice forms and progress reports

In the event of a termination for cause, Contractor shall receive all amounts due and not
previously paid to Contractor for work satisfactorily completed in accordance with the
contract prior to the date of the notice, less all previous payments. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work.
Any such payment may be adjusted to the extent of any additional costs occasioned to
the City by reasons of Contractor's failure. Contractor shall not be relieved of liability to
the City for damages sustained from the failure, and the City may withhold any payment
to the Contractor until such time as the exact amount of damages due to the City is
determined. All claims for payment by the Contractor must be submitted to the City
within 30 days of the effective date of the notice of termination

if after termination for the failure of Contractor to adhere to all the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the
project or to complete work in a timely and professional manner, it is determined that
Contractor had not so failed, the termination shall be deemed to have been a termination
at will. In that event, the City shall make an equitable adjustment in the compensation

GC -30f8

10.

11.

paid to Contractor. The adjustment shall include a reasonable profit for services or other
work performed up to the effective date of termination less all previous payments.

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

Neither party shall be considered in default of the performance of its obliga:ions
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 Contractor's principals,
officers, employees, agents, subcontractors, consultants, vendors, or suppliers are
expressly recognized to be within Contractor's control.

DISPUTE RESOLUTION. Any dispute not within the scope of section 7 and section 9 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 party. The parties shall then attempt to resolve the dispute
through good faith efforts and negotiation between the City Representative and a Contractor
representative. At all times, Contractor shall carry on the work under this contract and maintain
and complete work in accordance with the requirements of the contract or determination or
direction of the City. If the dispute is not resolved within 30 days, either party may request that
the dispute be submitted to the Economic Development Director for final resolution. The decision
of the Economic Development Director shall be final and binding on the parties. If either party is
dissatisfied with the decision of the Economic Development Director, that party may immediately
terminate the contract under this paragraph, with Contractor being entitled to compensation for
work actually and satisfactorily performed up to the time of the termination and the City being
entitled to all contract materials in accordance with paragraph 17, and compensation for any
additional damages or expenses incurred in completing the work under the contract, including,
without limitation, the costs of-securing the services of other independent contractors.

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

INSURANCE. Contractor shall carry and maintain in effect during the performance of services
under this contract:

© Workers’ Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$100,000;
« General Liability insurance in the amount of $1,000,000 per occurrence.

Contractor shall maintain in effect at all times during the performance under this contract all
specified insurance coverage with insurers. None of the requirements as to types and limits to be
maintained by Contractor are intended to and shall not in any manner limit or qualify the liabilities
and obligations assumed by Contractor under this contract. The City of Nashua shall not
maintain any insurance on behalf of Contractor. Subcontractors are subject to the same
insurance requirements as Contractor and it shall be the Contractor's responsibility to ensure
compliance of this requirement.

Contractor will provide the City with certificates of insurance for coverage as listed below and

endorsements affecting coverage required by the contract within ten (10) calendar days after the
City issues the notice of award. The City requires thirty (30) days written notice of cancellation or

GC -40f8

12.

13.

14.

15.

material change in coverage. The certificates and endorsements for each insurance policy are to
be signed by a person authorized by the insurer and who is licensed by the State of New
Hampshire. Employers’ Liability policies must name the City of Nashua as an additional
insured and reflect on the certificate of insurance. Contractor is responsible for filing updated
Certificates of Insurance with the City of Nashua's Risk Management Department during the life
of the contract.

A. All deductibles and self-insured retentions shall be fully disclosed in the
certificates of insurance.
B. If aggregate limits of less than $1,000,000 are imposed on bodily injury and

property damage, the Contractor must maintain umbrella liability insurance of at
least $1,000,000. All aggregates must be fully disclosed on the required
certificate of insurance.

C. The specified insurance requirements do not relieve Contractor of its
responsibility or limit the amount of its liability to the City or other persons, and
Contractor is encouraged to purchase such additional insurance, as it deems
necessary.

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

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

INDEMNIFICATION. Regardless of the coverage provided by any insurance, Contractor agrees

to indemnify and shall defend and hold harmless the City, 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, attorneys’ 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 Contractor. Contractor's indemnity, defense
and hold harmless obligations, or portions thereof, shall not apply to liability caused by the sole
negligence or willful misconduct of the party indemnified or held harmless.

FISCAL CONTINGENCY. All payments under this contract are contingent upon the availability to the

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

COMPENSATION. The City shall pay Contractor as outlined in Exhibit C.

COMPLIANCE WITH APPLICABLE Laws. Contractor, at all times, shall fully and completely comply
with all applicable local, state and federal laws, statutes, regulations, ordinances, orders, or
requirements of any sort in carrying out the obligations of this contract, including, but not limited
to, all federal, state, and local accounting procedures and requirements, all immigration and
naturalization laws, and the Americans With Disabilities Act. Contractor shall, throughout the
period services are to be performed under this contract, monitor for any changes to the applicable
laws, statutes, regulations, ordinances, orders, or requirements, shall promptly notify the City in
writing of any changes to the same relating to or affecting this contract, and shall submit detailed

GC -50f8

16.

17.

18.

19.

documentation of any effect of the change in terms of both time and cost of performing the
contract.

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

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 Contractor in the
performance of its obligations under this contract shall be the exclusive property of the City and
all such materials shall be remitted and delivered, at Contractor's expense, by Contractor to the
City upon completion, termination, or cancellation of this contract. Alternatively, if the City
provides its written approval to Contractor, any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Contractor in the
performance of its obligations under this contract must be retained by Contractor for a minimum
of four years after final payment is made and all other pending matters are closed. If, at any time
during the retention period, the City, in writing, requests any or all of the materials, then
Contractor shall promptly remit and deliver the materials, at Contractor's expense, to the City.
Contractor shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Contractor's obligations under this contract without the prior written
consent of the City.

PuBLic REcorps Law. Contractor expressly agrees that all documents ever submitted, filed, or
deposited with the City by Contractor 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.

COPYRIGHTS AND PATENTS. 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 Contractor in the
performance of its obligations under this contract shall be the subject of any application for a
copyright or patent by or on behalf of Contractor. The City shall have the right to reproduce any
such materials.

Contractor expressly and indefinitely waives all of its rights to bring, including but not limited to, by
way of complaint, interpleader, intervention, or any third party practice, any claims, demands,
suits, actions, judgments, or executions, for damages or any other relief, in any administrative or
judicial forum, against the City 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. Contractor agrees to indemnify, to defend, and to hold harmless
the City, 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 Contractor infringes any copyright or that
any equipment, material, or process (or any part thereof) specified by Contractor infringes any
patent.

Contractor 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

GC -60f 8

20.

21.

22.

23.

24.

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, Contractor shall notify the
City in writing of the date of the completion of the work and request confirmation of the completion
from the City. Upon receipt of the notice, the City shall confirm to Contractor in writing that the
whole of the work was completed on the date indicated in the notice or provide Contractor with a
written list of work not completed. With respect to work listed by the City as incomplete,
Contractor shall promptly complete the work and the final acceptance procedure shall be
repeated. The date of final acceptance of a project by the City shall be the date upon which the
Economic Development Project Coordinator or other designated official accepts and approves the
notice of completion.

Taxes. Contractor 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. Contractor hereby indemnifies and holds harmless the City 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. 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 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. Contractor shall not allow any officer or employee of the City to have any
indirect or direct interest in this contract or the proceeds of this contract. Contractor warrants that
no officer or employee of the City has any direct or indirect interest, whether contractual,
noncontractual, financial or otherwise, in this contract or in the business of Contractor. If any
such interest comes to the attention of Contractor at any time, a full and complete disclosure of
the interest shall be immediately made in writing to the City. Contractor also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Contractor further warrants that no person having such an interest shall be
employed in the performance of this contract. If City determines that a conflict exists and was not
disclosed to the City, it may terminate the contract at will or for cause in accordance with
paragraph 8.

In the event Contractor (or any of its officers, partners, principals, or employees acting with its
authority) is convicted of a crime involving a public official arising out or in connection with the
procurement of work to be done or payments to be made under this contract, City may terminate
the contract at will or for cause in accordance with paragraph 8. Upon termination, Contractor
shall refund to the City any profits realized under this contract, and Contractor shall be liable to
the City for any costs incurred by the City in completing the work described in this contract. At
the discretion of the City, these sanctions shall also be applicable to any such conviction obtained
after the expiration or completion of the contract.

Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were
offered or given by Contractor to any officer or employee of the City with a view toward securing a
contract or securing favorable treatment with respect to the awarding or amending or making of
any determinations with respect to the performance of this contract. If City determines that such

GC-70f8

25.

26.

27.

28.

29.

gratuities were or offered or given, it may terminate the contract at will or for cause in accordance
with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES. The City and Contractor, including any of their
respective agents or employees, shall not be liable to third parties for any act or omission of the
other party. This contract is not intended to create any rights, powers, or interest in any third
party, and this agreement is entered into for the exclusive benefit of the City and Contractor.

SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABLLITY. In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other provision,
the contract shall be construed as if such invalid or unenforceable provisions were omitted, and
the parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying
the invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire contract
between the City and Contractor. The parties shall not be bound by or be liable for any
statement, representation, promise, inducement, or understanding of any kind or nature not set
forth in this contract. No changes, amendments, or modifications of any terms or conditions of
the contract shall be valid unless reduced to writing and signed by both parties.

CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws of the State
of New Hampshire and any litigation shall be brought in a court located in the State of New
Hampshire.

GC -8of8