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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS?’
COMPENSATION COVERAGE

STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA 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

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

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General Terms and Conditions

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

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

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

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

(4) Participation or contributions by either the Professional Engineer or the City of
Nashua to the public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City of Nashua.

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

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

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4, CITY OF NASHUA REPRESENTATIVE. The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by Professional
Engineer, and any other communication about the contract shall be addressed or be delivered to the City
of Nashua Representative.

5. CHANGES TO SCOPE OF WORK. The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be
performed, either increasing or decreasing the scope, character, or cost of Professional Engineer's
performance under the contract. Professional Engineer shall provide to the City of Nashua within 10
calendar days, a written proposal for accomplishing the change. The proposal for a change shall provide
enough detail, including personnel hours for each sub-task and cost breakdowns of tasks, for the City of
Nashua to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Professional Engineer should proceed with any or all of the proposed change. If the change causes an
increase or a decrease in Professional Engineer's cost or time required for performance of the contract as a
whole, an equitable adjustment shall be made and the contract accordingly modified in writing. Any
claim of Professional Engineer for adjustment under this clause shall be asserted in writing within 30 days
of the date the City of Nashua notified Professional Engineer of the change.

When Professional Engineer seeks changes, Professional Engineer shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City of Nashua in
writing of the estimate. The proposal for a change shall provide enough detail, including

personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to
adequately analyze the proposal. The City of Nashua will then determine in writing if Professional
Engineer should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Engineer shall implement no change unless the City of
Nashua in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City of Nashua may provide verbal approval of a change when
the City of Nashua, in its sole discretion, determines that time is critical or public health and safety are of
concern. Any verbal approval shall be confirmed in writing as soon as practicable. Any change
undertaken without prior City of Nashua approval shall not be compensated and is, at the City of Nashua's
election, sufficient reason for contract termination.

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

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
Professional Engineer represents that it has examined all contract documents, has brought all conflicts,
errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has concluded
that the City of Nashua's resolution of each matter is satisfactory to Professional Engineer. All future
questions Professional Engineer may have concerning interpretation or clarification of this contract shall
be submitted in writing to the City of Nashua within 10 calendar days of their arising. The writing shall
state clearly and in full detail the basis for Professional Engineer's question or position. - The City of
Nashua representative shall render a decision within 15 calendar days. The City of Nashua's decision on
the matter is final. Any work affected by a conflict, error, omission, or discrepancy which has been
performed by Professional Engineer prior to having received the City of Nashua's resolution shall be at

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Professional Engineer's risk and expense. At all times, Professional Engineer shall carry on the work
under this contract and maintain and complete work in accordance with the requirements of the contract
or determination of the City of Nashua. Professional Engineer is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its
sole discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. Ifthe City of Nashua chooses to terminate, abandon, or suspend all or part of the project,
it shall provide Professional Engineer 10 day’s written notice of its intent to do so.

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

Upon receipt of notice of termination, abandonment, or suspension at will, Professional Engineer shall:

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

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

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

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

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

B. TERMINATION FOR CAUSE

This agreement may be terminated by the City of Nashua on 10 calendar day’s written notice to
Professional Engineer in the event of a failure by Professional Engineer to adhere to any or all the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to
complete or make sufficient progress on the work in a timely and professional manner. Professional
Engineer shall be given an opportunity for consultation with the City of Nashua prior to the effective date
of the termination. Professional Engineer may terminate the contract on 10 calendar days written notice
if, through no fault of Professional Engineer, the City of Nashua fails to pay Professional Engineer for 45
days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

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

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

4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the City of Nashua of all orders or sub contracts to the extent they relate to the

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performance of work terminated, abandoned, or suspended under the notice, assign to the
City of Nashua any orders or sub contracts specified in the notice, and revoke agreements
specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until
receipt of a written notice from the City of Nashua tc resume performance.

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

If after termination for the failure of Professional Engineer to adhere to any of the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make
sufficient progress on the work in a timely and professional manner, it is determined that Professional
Engineer had not so failed, the termination shall be deemed to have been a termination at will. In that
event, the City of Nashua shall, if necessary, make an adjustment in the compensation paid to
Professional Engineer such that Professional Engineer receives total compensation in the same amount as
it would have received in the event of a termination-at-will.

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

Neither party shall be considered in default of the performance of its obligations hereunder to the extent
that performance of such obligations is prevented or delayed by any cause, existing or future, which is
beyond the reasonable control of such party. Delays arising from the actions or inactions of one or more
of Professional Engineer's principals, officers, employees, agents, subcontractors, consultants, vendors, or
suppliers are expressly recognized to be within Professional Engineer's control.

9. DISPUTE RESOLUTION. The parties shall attempt to resolve any dispute related to this contract
as follows. Either party shall provide to the other party, in writing and with full documentation to verify
and substantiate its decision, its stated position concerning the dispute. No dispute shall be considered
submitted and no dispute shall be valid under this provision unless and until the submitting party has
delivered the written statement of its position and full documentation to the other party. The parties shall
then attempt to resolve the dispute through good faith efforts and negotiation between the City of Nashua
Representative and a Professional Engineer Representative. At all times, Professional Engineer shall
carry on the work under this contract and maintain and complete work in accordance with the
requirements of the contract or determination or direction of the City of Nashua. If the parties are unable
to resolve their dispute as described above within 30 days, the parties may request that the dispute be
submitted to the Board of Public Works for resolution. If the parties are dissatisfied with the decision of
the Board of Public Works, the parties’ reserve the right to pursue any available legal and/or equitable
remedies for any breaches of this contract except as that right may be limited by the terms of this
contract.

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

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

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
>» and Workers' Compensation Coverage in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$100,000.

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

Professional Engineer will provide the City of Nashua with certificates of insurance for coverage as listed

below and endorsements affecting coverage required by the contract within ten calendar days after the
City of Nashua issues the notice of award. The City of Nashua requires thirty days written notice of
cancellation or material change in coverage. The certificates and endorsements for each insurance policy
must be signed by a person authorized by the insurer and who is licensed by the State of New
Hampshire. General Liability, and Auto Liability policies must_name the City of Nashua as an
additional insured and reflect on the certificate of insurance. Professional Engineer is responsible for
filing updated certificates of insurance with the City of Nashua's Risk Management Department during
the life of the contract.

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

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

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

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

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

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and hold harmless the City of Nashua, its agents, officials, employees and authorized
representatives and their employees from and against any damage, liability, or cost (including reasonable
attorney’s fees and cost of defense) (Claimed Damages) to the extent caused, occasioned, or contributed
to by reason of negligent act, error or omission, or willful misconduct, whether active or passive, of
Professional Engineer or of anyone acting under its direction or control or on its behalf in connection with
or incidental to the performance of this contract. Professional Engineer’s indemnity, defense and hold

GC 6of 11

harmless obligations, or portions thereof, shall not apply to liability caused by the negligence or willful
misconduct of the party indemnified or held harmless.

13. FISCAL CONTINGENCY. Alli payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua fails to
appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Professional Engineer with a right of payment over
any other entity. Any funds obligated by the City of Nashua under this contract that are not paid to
Professional Engineer shall automatically revert to the City of Nashua’s discretionary control upon the
completion, termination, or cancellation of the agreement. The City of Nashua shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Professional Engineer.
Professional Engineer shall have no claim of any sort to the unexpended funds.

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

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

16. NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Professional Engineer agrees to the following terms. Professional
Engineer will not discriminate against any employee or applicant for employment because of physical or
mental handicap in regard to any position for which the employee or applicant for employment is
qualified. Professional Engineer agrees to take affirmative action to employ, advance in employment, or
to otherwise treat qualified, handicapped individuals without discrimination based upon physical or
mental handicap in all employment practices, including but not limited to the following: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay, or other forms of
compensation and selection for training, including apprenticeship.

Without limitation of the foregoing, Professional Engineer's attention is directed to 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 Professional
Engineers 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 Professional Engineers and Subcontractors for Handicapped Workers," which, by
this reference, is incorporated in this contract.

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

GC 7 of 11

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

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

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

18. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Professional Engineer shall
not assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract without
the prior written consent of the City of Nashua. Any such assignment, transfer, delegation, or
subcontracting without the prior written consent of the City of Nashua is void. Any consent of the City of
Nashua to any assignment, transfer, delegation, or subcontracting shall only apply to the incidents
expressed and provided for in the written consent and shall not be deemed to be a consent to any
subsequent assignment, transfer, delegation, or subcontracting. Any such assignment, transfer,
delegation, or subcontract shall require compliance with or shall incorporate all terms and conditions set
forth in this agreement, including all incorporated Exhibits and written amendments or modifications.
Subject to the foregoing provisions, the contract inures to the benefit of, and is binding upon, the
successors and assigns of the parties.

19, CITY INSPECTION OF CONTRACT MATERIALS. The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject to inspection,
examination and audit by the City of Nashua, including, but not limited to, the contracting agency, the
Board of Public Works, Corporation Counsel, and, if applicable, the Comptroller General of the United
States, or any authorized representative of those entities.

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

GC 8 of 11

The City of Nashua acknowledges that the Professional Engineer’s Instruments of Service are not
represented to be suitable for use of reuse for any other applications or site without written verification
from the Professional Engineer and any such use or reuse without written verification from the
Professional Engineer will be at the City of Nashua’s sole risk and without liability to the Professional
Engineer.

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

Professional Engineer expressly and indefinitely waives all of its rights to bring, including but not limited
to, by way of complaint, interpleader, intervention, or any third party practice, any claims, demands, suits,
actions, judgments, or executions, for damages or any other relief, in any administrative or judicial forum,
against the City of Nashua or any of its officers or employees, in either their official or individual
capacity of the City of Nashua, for violations of or infringement of the copyright or patent laws of the
United States or of any other nation. Professional Engineer agrees to indemnify, to defend, and to hold
harmless the City of Nashua, its representatives, and employees from any claim or action seeking to
impose liability, costs, and attorney fees incurred as a result of or in connection with any claim, whether
rightful or otherwise, that any material prepared by or supplied to Professional Engineer infringes any
copyright or that any equipment, material, or process (or any part thereof) specified by Professional
Engineer infringes any patent.

Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain the necessary
licenses to use the infringing materials, concepts, products, or processes, provided that such substituted or
modified materials, concepts, products, or processes shall meet all the requirements and be subject to all
the terms and conditions of this contract.

22. FINAL ACCEPTANCE. Upon completion of all work under the contract, Professional Engineer
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of Nashua
shall confirm to Professional Engineer in writing that the whole of the work was completed on the date
indicated in the notice or provide Professional Engineer with a written list of work not completed. With
respect to work listed by the City of Nashua as incomplete, Professional Engineer shall promptly
complete the work and the final acceptance procedure shall be repeated. The date of final acceptance of a
project by the City of Nashua shall be the date upon which the Board of Public Works or other designated
official accepts and approves the notice of completion.

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

GC 9 of 11

24, NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly stipulated to by
the City of Nashua in a written waiver.

25. 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.

26. PROHIBITED INTERESTS. Professional Engineer shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Professional Engineer represents that no officer or employee of the City of Nashua has any direct or
indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or in the
business of Professional Engineer. If any such interest comes to the attention of Professional Engineer at
any time, a full and complete disclosure of the interest shall be immediately made in writing to the City of
Nashua. Professional Engineer also represents 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. Professional Engineer further represents that no
person having such an interest shall be employed in the performance of this contract. If City of Nashua
determines that a conflict exists and was not disclosed to the City of Nashua, it may terminate the contract
at will or for cause in accordance with paragraph 8.

In the event Professional Engineer (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 of Nashua may
terminate the contract at will or for cause in accordance with paragraph 8. Upon termination, Professional
Engineer shall refund to the City of Nashua any profits realized under this contract, and Professional
Engineer shall be liable to the City of Nashua for any costs incurred by the City of Nashua in completing
the work described in this contract. At the discretion of the City of Nashua, these sanctions shall also be
applicable to any such conviction obtained after the expiration or completion of the contract.

Professional Engineer represents that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Professional Engineer to any officer or employee of the City of Nashua 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 of Nashua
determines that such 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 of Nashua under this contract or at law.

27, THIRD PARTY INTERESTS AND LIABILITIES. The City of Nashua and Professional Engineer,
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 of Nashua and
Professional Engineer.

28. 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.

29. SEVERABILITY. 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

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