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contract. Service Provider warrants that all work shall be performed with the degree of

by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Service Provider to assure at its own expense that all work is technically sound and in
conformance with all applicable federal, state, and local laws, statutes, regulations, ordinances,
orders, or other requirements. In addition to all other rights which the City may have, Service
Provider shali, 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 preduct of the work or
which result from Service Provider's failure to perform in accordance with this standard of care.
Any approval by the City of any products or services furnished or used by Service Provider shall
not in any way relieve Service Provider of the responsibility for professional and technical
accuracy and adequacy of its work. City review, approval, or acceptance of, or payment for any
of Service Provider's work under this contract shali not operate as a waiver of any of the City's
rights or causes of action under this contract, and Service Provider shall be and remain liable in
accordance with the terms of the contract and applicable law.

Service Provider shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Service Provider to
perform work under this contract. Approved key personnel shall not be taken off of the project
by Service Provider without the prior written approval of the City, except in the event of
termination of employment. Service Provider 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.

4, Crry REPRESENTATIVE. The City may designate a City representative for this contract.
If designated, all notices, project materials, requests by Service Provider, and any other
communication about the contract shall be addressed or be delivered to the City Representative.

5. CHANGES TO SCOPE OF Work. 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 Service Provider's
performance under the contract. Service Provider 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
Service Provider should proceed with any or all of the proposed change. If the change causes an
increase or a decrease in Service Provider's cost or time required for performance of the contract
as a whole, an equitable adjustment shail be made and the contract accordingly modified in
writing. Any claim of Service Provider for adjustment under this clause shall be asserted in
writing within 30 days of the date the City notified Service Provider of the change.

When Service Provider seeks changes, Service Provider shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City in writing
of the estimate, The proposal for a change shal! 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 Service Provider
should proceed with any or all of the proposed change.

Except as provided in this paragraph, Service Provider shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this

GC 4 of 13

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.

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

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES,
Service Provider warrants that it has examined all contract documents, has brought all conflicts,
errors, discrepancies, and ambiguities to the attention of the City in writing, and has concluded
that the City's resolution of each matter is satisfactory to Service Provider. All future questions
Service Provider may have concerning interpretation or clarification of this contract shall be
submitted in writing to the City within 10 calendar days of their arising. The writing shall state
clearly and in full detail the basis for Service Provider's question or position. The City
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 Service Provider prior to having received the City's resolution shall be at Service
Provider's risk and expense. At all times, Service Provider shail 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. Service Provider is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.

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, ji
shall provide Service Provider 10 day’s written notice of its intent to do so.

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

Upon receipt of notice of termination, abandonment, or suspension at will, Service Provider
shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

GC § of 13

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, Service Provider shall receive
all amounts due and not previously paid to Service Provider for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

B, ‘TERMINATION FOR CAUSE. This agreement may be terminated by the City on 10
calendar day’s written notice to Service Provider in the event of a failure by Service Provider 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.
Service Provider shall be given an opportunity for consultation with the City prior to the
effective date of the termination. Service Provider may terminate the contract on 10 calendar
days written notice if, through no fault of Service Provider, the City fails to pay Service Provider
for 30 days after the date of approval of any submitted invoice forms and progress reports.

In the event of a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider for work satisfactorily completed in accordance with the
contract prior to the date of the notice, less all previous payments. No amount shall be allowed
or paid for anticipated profit on unperformed services or other unperformed work. Any such
payment may be adjusted to the extent of any additional costs occasioned to the City by reasons
of Service Provider's failure. Service Provider shall not be relieved of liability to the City for
damages sustained from the failure, and the City may withhold any payment to the Service
Provider until such time as the exact amount of damages due to the City is determined. All
claims for payment by the Service Provider 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 Service Provider to adhere to all the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City, pursuc the project or to
complete work in a timely and professional manner, it is determined that Service Provider had
not so failed, the termination shall be deemed to have been a termination at will. In that event,
the City shall make an equitable adjustment in the compensation paid to Service Provider. 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 Service Provider shall cease conducting business, the City shall have
the right to solicit applications for employment from any employee of the Service Provider
assigned to the performance of the contract.

Neither patty 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

GC 6 of 13

future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Service Provider's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within Service
Provider's control.

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 wrilten 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 Service
Provider representative. At all times, Service Provider shall carry on the work under this
contract and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the City. 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 Service Provider 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 21, and compensation for
any additional damages or expenses incurred in completing the work under the contract,
inclading, without limitation, the costs of securing the services of other Service Providers.

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

11. INSURANCE. Service Provider shali 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.

> and Workers’ Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$100,000.

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

GC 7 of 13

Service Provider will provide the City of Nashua with certificates of insurance for coverage as
listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City issues the notice of award. The City of Nashua requires thirty days written
notice of cancellation or material change in coverage. The certificates and endorsements for
each insurance policy must be signed by a person authorized by the insurer and who is licensed

by the State of New Hampshire. General Liability and Auto Liability policies must name the
City of Nashua as an additional insured and reflect on the certificate of insurance. Service

Provider is responsible for filing updated certificates of insurance with the City of Nashua's Risk
Management Department during the life of the contract.

* All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance,

= If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Service Provider must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance,

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

" The insurance provided herein is primary, and no insurance held or owned by the City of
Nashua shall be called upon to contribute to a loss.

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

12, INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider 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, 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 Service Provider or of
anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Service Provider’s indemnity, 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.

13. FIsCAL CONTINGENCY. Ali 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 Service Provider with a right of payment
over any other entity. Any funds obligated by the City under this contract that are not paid to
Service Provider shall automatically revert to the City’s discretionary control npon 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 Service Provider.
Service Provider shall have no claim of any sort to the unexpended funds.

GC 8 of 13

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

15, COMPLIANCE WITH APPLICABLE LAWS. Service Provider, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Service
Provider shail, 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 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, Service Provider agrees to the following terms, Service
Provider will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Service Provider agrees to take affirmative action to employ, advance
in employment, or to otherwise treat qualified, handicapped individuals without discrimination
based upon physical or mental handicap in all employment practices, including but not limited to
the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff,
termination, rates of pay, or other forms of compensation and selection for training, including
apprenticeship.

Without limitation of the foregoing, Service Provider's attention is directed to 41 C.F.R. § 60-
1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into
this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Service Providers and Subcontractor for Disabled Veterans and Veterans of the
Vietnam Era," which, by reference, is incorporated in this contract, and to 41 C.F.R. § 60-471
and the clause entitled "Affirmative Action Obligations of Service Providers and Subcontractors
for Handicapped Workers," which, by this reference, is incorporated in this contract.

Service Provider agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Service Provider under this contract.

In connection with the performance of work under this contract, Service Provider agrees not to
discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation, This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

GC 9 of 13

CITY OF NASHUA, NEW HAMPSHIRE

REQUIRED SLIPPLEMENTARY INFORMA TION
SCHEDULE OF PROPORTIONATE SHARE

OF THE NET PENSION LIABILITY

(Unaudited}

New Hampshire Retirement System

Fiscal
Year

June 30, 202)
June 30, 2020
June 30, 2019
June 30, 2018
June 30, 2017
June 30, 2016
June 30, 2015

Meas urement
Date

June 30, 2020
June 30, 2019
June 30, 2018
June 30, 2017
June 30. 2016
June 30, 2015
June 30, 2014

Proportion
ofthe
Net Pension
Liability
5.00%
5.02%
5.09%
497%
5.02%
5.01%
4.93%

Proportionate

4 bf GF 64 oF Gf of

Share of the
Net Pension

Liability

326,002,458
241,474,378
244,946,874
244,236,535
267,201,666
198,484,550
184,879, 108

Proporttonate Share of the
Net Pension Liability as a

Covered Payroll Percentage of Covered Payroll

$ 146,299,488 218.73%
$ 141,519,997 170.63%
$ 139,528,277 175.55%
$ 128,054,908 190.73%
$ 130,717,303 204.41%
$ 129,016,789 153.84%
$ 102,555,267 186.27%

Plan Fiduciary Net Position
Percentage of the Total

Pension Liability

58.72%
65.59%
64.73%
62.66%
58.30%
65.47%
66.32%

Schedules are intended to show information jor 10 years. Additional years will be displayed as they become available,

See notes to the City's financial statements for summary of significant actuanal methods and assumptions

See Independent Auditors’ Report

156

Service Provider agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Service Provider shall constitute a material breach of the contract.

17, FEDERAL SUBCONTRACTING REQUIREMENTS. If Service Provider awards a subcontract
under this contract, Service Provider, if applicable, shall use the following alternative steps:

A. Using the services of the Smalf Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A.

If applicable, Service Provider agrees to complete and submit to the City a Minority Business
Enterprise/Woman Business Enterprise (MBE/WBE) Utilization Report (Standard Form 334)
within 30 days after the end of each fiscal quarter until the end of the contract.

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

19. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING, Service Provider shall
not assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City. 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.

20. Curry INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of Service Provider related to this contract shall be subject
to inspection, examination and audit by the City, 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,

21. 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 (c.g., electronic, magnetic, digital) prepared by or supplied
to Service Provider in the performance of its obligations under this contract shall be the
exclusive property of the City and all such materials shall be remitted and delivered, at Service
Provider's expense, by Service Provider to the City upon completion, termination, or cancellation
of this contract. Alternatively, if the City provides its written approval to Service Provider, any
books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its

GC 10 of 13

obligations under this contract must be retained by Service Provider for a minimum of four years
after final payment is made and all other pending matters are closed. If, at any time during the
retention period, the City, in writing, requests any or all of the materials, then Service Provider
shall promptly remit and deliver the materials, at Service Provider's expense, to the City. Service
Provider shall not use, willingly allow or cause to have such materials used for any purpose other
than the performance of Service Provider's obligations under this contract without the prior
written consent of the City.

22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS, Service Provider expressly agrees
that all documents ever submitted, filed, or deposited with the City by Service Provider
(including those remitted to the City by Service Provider 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 Service Provider in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Service Provider, The City shall have the right to reproduce any such materials,

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

Service Provider shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infiringing, 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.

23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Service Provider
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 Service Provider in writing that the whole of the work was completed on the date indicated in
the notice or provide Service Provider with a written list of work not completed. With respect to
work listed by the City as incomplete, Service Psovider 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 Board of Public Works or other designated official accepts
and approves the notice of completion.

GC 11 of 13

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

25. | 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.

26. 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 semedies otherwise imposed or available by law,

27, PROHIBITED INTERESTS. Service Provider 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.
Service Provider 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 Service Provider. If any such interest comes to the attention of Service Provider at
any time, a full and complete disclosure of the interest shall be immediately made in writing to
the City. Service Provider 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. Service Provider further
watrants 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 Service Provider (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,
Service Provider shall refund to the City any profits realized under this contract, and Service
Provider 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.

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider 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 gratuities were or offered or given, it may terminate the contract at will
ot 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.

GC 12 of 13