Search

GENERAL CONDITIONS

1. DEFINITIONS. Unless otherwise required by the context, "Professional Engineer”
includes any of the Professional Engineer's consultants, sub consultants, contractors, and
subcontractors

2. PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. 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 and Professional Engineer,
and nothing in this contract shall create any contractual relationship between the City and
Professional Engineer's consultants, sub consultants, contractors, or subcontractors. The parties
also agree that Professional Engineer is not a City employee and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

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

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

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

(6) Unemployment compensation coverage provided by the City.

Professional Engineer agrees, if applicable and before commencing any work under the contract,
to complete and to provide the following written request to its insurer:

(Company Name) _has entered into a contract with the City of Nashua to perform work
upon receipt of an Executed Contract and a Valid Purchase Order issued from the
City to Final Completion and requests that the Insurer provide to the City of Nashua 1)
a certificate of coverage, and 2) notice of any lapse in coverage or nonpayment of
coverage that the Professional Engineer is required to maintain. The certificate and notice
should be mailed to:

Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060

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. Professional Engineer warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of 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 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

GC 3 of 13

care. Any approval by the City 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 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'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 reserves the right tc 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, except in the
event of termination of employment. Professional Engineer 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. Ciry REPRESENTATIVE. The City may designate a City representative for this contract.
If designated, all notices, project materials, requests by Professional Engincer, 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 Professional Engineer's
performance under the contract. Professional Engineer 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
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 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
in writing of the estimate. The proposal for a change shall provide enough detail, including
personnel hours for each sub-task and cost breakdowns of tasks, for the City to be able to
adequately analyze the proposal. The City will then determine in writing if 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 in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
City, in its sole discretion, determines that time is critical or public health and safety are of concern.
Any verbal approval shall be confirmed in writing as soon as practicable. Any change undertaken
without prior City approval shall not be compensated and is, at the City's election, sufficient reason
for contract termination.

6. CITY COOPERATION. The City 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

GC 4 of 13

sufficient advance notice that will prevent conflict with their other responsibilities. The City also
agrees to provide Professional Engineer 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 Professional Engincer also agree to attend all
meetings called by the City 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.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBICUITIES, OR DISCREPANCIES.
Professional Engineer 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 Professional Engineer. All
future questions Professional Engineer 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 Professional Engineer'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 Professional Engineer prior to having received the City's resolution
shall be at 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. 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, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City chooses to terminate, abandon, or suspend all or part of the project, it
shall provide 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.

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

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

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

GC 5 of 13

PATH TO PARTNERSHIP

City of Nashua

COrxanit
NGtanite

| Value in Partnering with Granite

Granite provides voice, data and other communications solutions to businesses and governmental agencies including over 1.75
million voice and data lines at over 500,000 business locations throughout the U.S. and Canada and more than two-thirds of the
Fortune 100. Since 2002, Granite has helped customers simplify and manage local and Jong-distance phone services with a single
point of contact and one invoice. Granite now provides a complete range of advanced communications solutions, including

Internet access, SD-WAN, wireless WAN, hosted PBX, SIP trunking, mobile voice and data, mobile device management, managed
security and network integration — all in a single, seamless solution.

74 4

Line(s) Carrier(s)

Customized
Invoices &
Payments

$2,586.30 Monthly
$31,035.60 Annually

Granite Rates

National Account Manager specializing in Government
Customized bill with standard accounting software integration

Customer portal with extensive data analytics

Premier Support Team to manage your account 24x7x365

Complete Coverage © One Source, One Bill © Support 24/7 Granitenet.com © 866.847.1500

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall
receive al] 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 on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional
Engineer 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. Professional Engineer shall be given an opportunity for consultation with the City 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 fails to pay
Professional Engineer for 30 days after the date of approval of any submitted invoice forms and
progress reports.

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 by reasons
of Professional Engineer's failure. Professional Engineer shall not be relieved of liability to the
City for damages sustained from the failure, and the City may withhold any payment to the
Professional Engineer until such time as the exact amount of damages duc to the City is
determined. All] claims for payment by the Professional Engineer 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 Professional Engineer to adhere to all the terms and conditions
of the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or
to complete work in a timely and professional manner, it is determined that Professional Engineer
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 Professional Engineer.
The adjustment shall include a reasonable profit for services or other work performed up to the
effective date of termination less all previous payments.

C. 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 Professional Engineer shall cease conducting business, the City 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. 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

GC 6 of 13

full documentation to verify and substantiate its decision, its stated position concerning the dispute.
No dispute shall be considered submitted and no dispute shall be valid under this provision unless
and until the submitting party has delivered the written statement of its position and full
documentation to the other party. The parties shall then attempt to resolve the dispute through
good faith efforts and negotiation between the City Representative and a 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. 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 Professional Engineer 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, including, without limitation, the
costs of securing the services of other Professional Engineers.

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 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 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

GC 7 of 13

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 relieye Professional Engineer of its
responsibilities or limit the amount of its liability to the City 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, 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 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 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 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. All payments under this contract are contingent upon the
availability to the City of the necessary funds. This contract shall terminate and the City's
obligations under it shall be extinguished at the end of any fiscal year in which the City fails to
appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

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

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

GC 8 of 13

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 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.

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. FEDERAL SUBCONTRACTING REQUIREMENTS. If Professional Engineer awards a

subcontract under this contract, Professional Engineer, if applicable, shall use the following
alternative steps:

GC 9 of 13

A. Using the services of the Small 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, Professional Engineer 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. 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.

19. | 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. 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 shal! 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. 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, 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 (e.g., electronic, magnetic, digital) prepared by or supplied to
Professional Engineer 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 Professional
Engineer's expense, by Professional Engineer to the City upon completion, termination, or
cancellation of this contract. Alternatively, if the City 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, 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. Professional Engineer shall not use, willingly allow or cause to have such materials used for

GC 10 of 13

any purpose other than the performance of Professional Engineer's obligations under this contract
without the prior written consent of the City.

22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Professional Engineer expressly
agrees that all documents ever submitted, filed, or deposited with the City by Professional Engineer
(including those remitted to the City 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 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 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. Professional Engineer 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 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.

23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Professional
Engineer 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 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 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 shall be the date upon which the Board of Public Works or other designated
official accepts and approves the notice of completion.

24. TAXES. Professional Engineer shall pay all taxes, levics, 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

GC 11 of 13