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CONTRACT FOR INDEPENDENT CONTRACTOR

TITLE

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060
AND

Greener Tomorrow its successors, transferees and assignees (together “Independent Contractor’)

NAME AND TITLE OF INDEPENDENT CONTRACTOR

64 Bates Rd. Merrimack, NH 03054

ADDRESS OF INDEPENDENT CONTRACTOR

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of an Independent Contractor ; and

WHEREAS, it is deemed that the services of an Independent Contractor herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Independent Contractor represents they are duly qualified, equipped, staffed, ready,
willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and
are made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B--

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents
which are not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the
written change order or the fully executed City of Nashua Purchase Order shall control over the terms of
the Proposal.

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EXHIBIT Al
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONTRACTOR STATUS
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

DEFINITIONS Unless otherwise required by the context, "Independent Contractor”, and its successors, transferees
and assignees (together “Independent Contractor”) includes any of the Independent Contractor's consultants, sub
consultants, contractors, and subcontractors

INDEPENDENT CONTRACTOR STATUS The parties agree that Independent Contractor shall have the status of and
shall perform all work under this contract as an Independent Contractor, 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 Independent Contractor, and nothing in this contract shall create any
contractual relationship between the City of Nashua and Independent Contractor's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Independent Contractor is not a City of Nashua
employee and that there shall be no:

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

(2) Indusirial 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 Independent Contractor or the City of Nashua to the
public employee’s retirement system;

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

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

STANDARD OF CARE Independent Contractor shall be responsible for the professional quality, technical
accuracy, timely completion, and coordination of all work performed under this contract. Independent 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 Independent 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 of Nashua may have, Independent
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 Independent
Contractor'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 Independent Contractor shall not in any way relieve Independent
Contractor 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 Independent Contractor'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
Independent Contractor shall be and remain liable in accordance with the terms of the contract and applicable law.

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

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 Independent Contractor, and any other
communication about the contract shall be addressed or be delivered to the City of Nashua Representative.

CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make changes to the
general scope, character, or cost of this contract and in the services or work to be performed, either increasing or
decreasing the scope, character, or cost of Independent Contractor's performance under the contract. Independent

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

When Independent Contractor seeks changes, Independent Contractor 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 Independent Contractor should proceed with any or all of the proposed
change.

Except as provided in this paragraph, Independent Contractor 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 shail be confirmed in writing as soon as practicable. Any change undertaken without prior City of
Nashua approval shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract
termination.

CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate with Independent
Contractor in the performance of its work under this contract and that such personnel will be available to
Independent Contractor 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 Independent
Contractor with access to City of Nashua records in a reasonable time and manner and to schedule items that
require action by the Finance Committee in a timely manner. The City of Nashua and Independent Contractor
also agree to attend all meetings called by the City of Nashua or Independent Contractor to discuss the work under
the Contract, and that Independent Contractor may elect to conduct and record such meetings and shall later
distribute prepared minutes of the meeting to the City of Nashua.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES Independent Contractor
warrants that it has examined all contract documents, has brought all conflicts, errors, discrepancies, and
ambiguities to the attention of the City of Nashua in writing, and has concluded that the City of Nashua's
resolution of each matter is satisfactory to Independent Contractor. All future questions Independent Contractor
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
Independent Contractor'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 Independent Contractor prior to having received the City
of Nashua's resolution shall be at Independent Contractor's risk and expense. At all times, Independent 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 of Nashua. Independent Contractor is responsible for requesting
clarification or interpretation and is solely liable for any cost or expense arising from its failure to do so.

TERMINATION OF CONTRACT
A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole discretion, shall
have the right to terminate, abandon, or suspend all or part of the project and contract at will. If the City of

Nashua chooses to terminate, abandon, or suspend all or part of the project, it shall provide Independent
Contractor 10 day’s written notice of its intent to do so.

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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, Independent 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
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, Independent Contractor shall receive all
amounts due and not previously paid to Independent 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.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10 calendar day’s
written notice to Independent Contractor in the event of a failure by Independent Contractor 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. Independent Contractor
shall be given an opportunity for consultation with the City of Nashua prior to the effective date of the
termination. Independent Contractor may terminate the contract on 10 calendar days written notice if, through no
fault of Independent Contractor, the City of Nashua fails to pay Independent Contractor 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, Independent Contractor shall:

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

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

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

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

In the event of a termination for cause, Independent Contractor shall receive all amounts due and not previously
paid to Independent 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 of Nashua by reasons of Independent Contractor's failure. Independent
Contractor 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 Independent Contractor until such time as the exact amount of
damages due to the City of Nashua is determined. All claims for payment by the Independent Contractor 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 Independent Contractor 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 Independent Contractor had not so

failed, the termination shall be deemed to have been a termination at will. In that event, the City of Nashua shail,
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if necessary, make an adjustment in the compensation paid to Independent Contractor such that Independent
Contractor 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
Independent Contractor shall cease conducting business, the City of Nashua shall have the right to solicit
applications for employment from any employee of the Independent Contractor 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 Independent
Contractor's principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers are
expressly recognized to be within Independent Contractor's control.

DISPUTE RESOLUTION The parties shall attempt to resolve any dispute related to this contract as follows. Either
party shall provide to the other party, in writing and with full documentation to verify and substantiate its
decision, its stated position concerning the dispute. No dispute shall be considered submitted and no dispute shall
be valid under this provision unless and until the submitting party has delivered the written statement of its
position and full documentation to the other party. The parties shall then attempt to resolve the dispute through
good faith efforts and negotiation between the City of Nashua Representative and an Independent Contractor
Representative. At all times, Independent 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 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 Aldermen for resolution. if the parties are dissatisfied with
the decision of the Board of Aldermen, the parties’ reserve the right to pursue any available legal and/or equitable
remedies for any breaches of this contract except as that right may be limited by the terms of this contract.

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

INSURANCE Independent Contractor 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 and
* Workers' Compensation Coverage in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$ 100,000.

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

Independent Contractor will provide the City of Nashua with certificates of insurance for coverage as listed

below and endorsements affecting coverage required by the contract. 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. Generai Liability and Auto Liability policies must name the City of Nashua as an additional

insured and reflect on the certificate of insurance. Independent Contractor is responsible for filing updated
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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.

> — The specified insurance requirements do not relieve Independent Contractor of its responsibilities or limit
the amount of its liability to the City of Nashua or other persons, and Independent Contractor 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.

> Independent Contractor 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 Independent Contractor or anyone
employed, directed, or supervised by Independent Contractor.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent Contractor agrees to
indemnify and hold harmless the City of Nashua, its agents, officials, employees and authorized representatives
and their employees from and against any and all suits, causes of action, legal or administrative proceedings,
arbitrations, claims, demands, damages, liabilities, interest, attorney’s fees, costs and expenses of any kind or
nature in any manner caused, occasioned, or contributed to in whole or in part by reason of any negligent act,
omission, or fault or willful misconduct, whether active or passive, of Independent Contractor or of anyone acting
under its direction or control or on its behalf in connection with or incidental to the performance of this contract.
Independent Contractor’s indemnity and hold harmless obligations, or portions thereof, shall not apply to liability
caused by the sole negligence or willful misconduct of the party indemnified or held harmless.

FISCAL CONTINGENCY All 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 Independent Contractor 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 Independent
Contractor 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 Independent Contractor. Independent Contractor shall have no
claim of any sort to the unexpended funds.

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

COMPLIANCE WITH APPLICABLE LAWS Independent 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. Independent 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 of Nashua in writing of any changes to the same relating to or affecting this
contract, and shall submit detailed documentation of any effect of the change in terms of both time and cost of
performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation, order, or other
requirement, Independent Contractor agrees to the following terms. Independent Contractor 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. Independent Contractor 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

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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, Independent Contractor's attention is directed to Title 41°Public Contracts
and Property Management” C.F.R. Subtitle B “Other Provisions Relating to Public Contracts” Section 60 “Office
of Federal Contract Compliance Programs, Equal Employment, Department of Labor” which, by this reference,
is incorporated in this contract.

Independent Contractor 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 Independent Contractor under this
contract.

In connection with the performance of work under this contract, Independent Contractor 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.

Independent Contractor 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 Independent
Contractor shall constitute a material breach of the contract.

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

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

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting procedures and
practices of Independent Contractor 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 Aldermen, Corporation
Counsel, and, if applicable, the Comptroller General of the United States, or any authorized representative of
those entities.

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

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Independent Contractor (including those
remitted to the City of Nashua by Independent Contractor pursuant to paragraph 20), 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 Independent 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 Independent Contractor. The City of Nashua shall have
the right to reproduce any such materials.

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

Independent 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 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 shal! 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, Independent Contractor 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 Independent Contractor
in writing that the whole of the work was completed on the date indicated in the notice or provide Independent
Contractor with a written list of work not completed. With respect to work listed by the City of Nashua as
incomplete, Independent 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 of Nashua shall be the date upon which the
designated official accepts and approves the notice of completion.

TAXES Independent 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. Independent Contractor
hereby indemnifies and holds harmless the City of Nashua from any liability on account of any and all such taxes,
levies, duties, assessments, and deductions.

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

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25.

26.

27,

28.

29,

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 Independent Contractor 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. Independent Contractor
warrants 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 Independent Contractor. If any such
interest comes to the attention of Independent Contractor at any time, a full and complete disclosure of the interest
shall be immediately made in writing to the City of Nashua. Independent 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. Independent Contractor
further warrants 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 Independent 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 of Nashua may terminate the contract at will or
for cause in accordance with paragraph 8. Upon termination, Independent Contractor shall refund to the City of
Nashua any profits realized under this contract, and Independent Contractor shail 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.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were
offered or given by Independent Contractor 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.

‘THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent 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 of Nashua and Independent 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.

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 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 of Nashua and Independent 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.

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