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City of Nashua, New Hampshire

Expenditures and Other Financing Uses by Department and Budget Category, General Fund

Last Ten Fiscal Years
(eoditied scerus] basis of accounting’!
2012 jams wn 2018 7016 2017 2018 2019 20 2021
Expenditures and Other Financing
Uses by Department
Financial Services 3 2.785.087 $ 2767,96) A622100 § 3.891072 $ TLS $ 3,996.50 5 AOL OF 433h422 § 2,030,425 § 2259.9

Administrative Services - . 5 a 5 5 5 - 9,508 908
Information Technology 1,554,732 251718 2.334.058 244 Be 2621 175 2.621174 2.672, 404 2GBIE - -
General Government! $4,103,026 34,354.97] 7,161,566 7.102.983 234.142 7.47604] 7509367 8,055,316 3,803,233
Police 15,757,964 17,954,600 26,194,497 24,200,580 28,584,029 29,198 O 40,449,450 409345 AE BRE 122
Fire 14,148,512 M9 20.534.519 21,920,727 22.180,905 22.810.280 724.279.2782 24,580,117 25,1055.562
Water Supply Hydrants 2611535 2591814 2.576767 2.67342 2.646.831 2681,492 2,869,869 2,456,563 3.052.774
Commumty Icahth and Welfare £673,763 1,785,105 2.17887) 2,092,487 2.259.909 2.066.913 2.101.913 2.181.326 2.29108} 2,196,939
Sweet Department 6891075 3336496 8.262,774 9.985.150 FAAS Vie 6612874 8.659.582 F60e, LS BBG3 465
Parks and Recreayon 2767444 2862915 37369 3.681.695 3.592.263 T.B21 ASO 3444004 3.721681 1.746,388 3,776,534
Other Public Works 2,440,871 1,847,306 2,165,812 2.225.745 143 2.195.594 ZALT SZ 2.310,700 2.173.140. 2572.579
Community Development Dis istun 1.345.458 1.416.358 1,993,206 2.116,217 2.035767 2.288,038 2.445, 154 2.768977 26H dae 1 549.528
Public Libranes 2.720.114 2.195.853 2,959,337 2.514.767 3.030523 2575020 3.102.268 3184726 3.215.988 3.199.248
Communmcations 2805 925,232 302,102 299.615 wOaS1S 293,324 S04 449 479,209 $26.413 551.283
Hy droebectnc = = a : 163,023 255,514 T7 TM Dab, 561 589,091 S02 K74
Total City Departments 110,755,146 TERA 72 254 43,956.67K 90,58),228 83,724,126 85,962,438 W676447 ‘IK S6K.561 99,564,358 H0G.691.256
Fducanon (inchades transfers outh D5 A7S.962 97,033,607 140,325,123 135,844,372 136, 16d 46 139,251,004 143.866.8883 146.757 826. 152.4672 160,075,914
Dekd service
Proncipal 12,199,833 123.914.6411 14,186,789 13,025,277 13. 168.934 12,105,000 11,306.000: 11,330,000 T1402. 12,04 500
Interest 5.200.897 4,897,909 Afb 0th ASK A921 7RH 4794290 ARZR BIR 4.478.722 3.164991 3,997,382
Total Debt Sovice 17,400,670 17,612,820 V7 S5b 049 17,964,991 [8.090.710 16,999,290. 16,328,318 16,008,722 15,567,499 16.051 882
Transfers Ont ATBLSTd GASOSTD 4.685,182 5.236.205 5.264.158 4.546.835 448405 6.719.490 9.587121 F.281552
Total expenditures (includes uranslers owt) S225. 861.359 $ 335.973.160 $ 236818042 §$ 27 GI ROO $ 24e243d55 $F 290698567 $158. R10.95R $ 268.054.599 $ TITS § 290.052 619

Expenditures as a percemtage of total

City Departoeras 49 ARH a3 5% 36 6% 35.7% 3% 16 2% 368% 350% 368%
Education 4) 45% 550% 541% i o% 556% 55.4% 567% 550% 532%
Det soraice 17% 16% 75% 7% 7% om GM 60% 56% 55%
Transfers Out 1% 2™% 20% 21% 21% 1E% 1% 25% 15% 25%
Total iooo% 100 0% 100 0% 000% 100 U% 100 Nd 100 1% 100 UF VOU DP
— i —
Expenditure Percentage Change
Cuy Deparimaus 47% if 26h 7% -2iPbs lo 41% $m 1%
Education OV 4 oh 23 oe i™% 1M zu 33% 20h 3
Debt service am i OT 6% ats +6 6 +dM -20% -2s
Transfers cnt sii nt 22% Bere id 115% om BURR cry 58% 355% ADT
Tonal «13% cE Oe 416% O% 1 os 3% 36% 34%
Data Source

Audited internal City ef Nashua Financial Statements and Atwdsted Financial Statements

Notes
™ Includes City-wide emplloved health attd pension bemcfiti through EY 13 Heginning in FY14 cmployce health and pensin benefits are allocated from General (3 to applicable dey vidvenens

191

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
Independent Contractor, 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 Independent
Contractor's performance under the contract. Independent 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 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 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 Board of Public Works and Finance Committee in a timely manner. The City of Nashua
and independent Contractor aiso 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.

7. 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

GC 3 of 11

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.

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:

—

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.

2. Provide the City of Nashua with a list of all unperformed services.

GC 4 of 11

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 shall, 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 a 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

GC 5 of 11

10.

11.

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.

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 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. Independent Contractor 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, Independent Contractor 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 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.

GC 6 of 11

>

13.

14.

15.

16.

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

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

GC 7 of 11

17.

18.

19.

20.

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, 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 Public Works, 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

GC 8 of 11

21.

22,

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 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 Independent Contractor shall promptly remit and
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, producis, 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.

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,

GC 9 of 11

23.

24.

25.

26.

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 Board of Public Works or other 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.

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 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.

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.

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27,

28.

29.

30.

31.

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.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the
State of New Hampshire and any claim or action brought relating to this contract, the work
performed or contracted to be performed thereunder, or referable in anyway thereto shall be
brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in
the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

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