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e Renaissance Park Redevelopment - The redevelopment of the park will likely include
rehabilitation and/or replacement of existing walls and banks that retain the park along
the Nashua River.

Because the project will be implemented in phases, we understand that the regulatory process
may proceed in phases accordingly. Additionally, VHB understands that the project will require
excavation within areas of urban fill, and that areas of known contamination occur within or
adjacent to the project area. For this reason, VHB will provide an assessment of potential soil

and groundwater management issues as part of this scope.

Task 1. Prime Wetland Boundary Coordination

The existing prime wetlands mapping of the Nashua River is inaccurate in certain areas of the
project limits, extending substantially outside of the banks of the river in certain locations. To
clarify NHDES jurisdiction, and in keeping with NHDES guidance on this issue, VH8 will prepare @
submittal pursuant to Env-Wt 703.05 to clarify the boundary of the prime wetland. VHB will
prepare an overlay map of the official prime wetland boundary together with the field
delineation previously completed by our wetland scientists and will coordinate with the Nashua
Conservation Commission to obtain their concurrence with the revised mapping. This
information will be submitted to the NHDES Wetlands Bureau for review and approval prior to

completing the permit applications.

Task 2. Wetland Mitigation Support

Because the project will impact a prime wetland, NHDES will require compensatory mitigation.
VHB will therefore develop a project mitigation proposal, in consultation with the City, following

the criteria at Env-Wt 801.03. This effort would:

e Document that on-site mitigation is not practical, given the constraints of the existing
infrastructure and property boundaries.

e Evaluate whether the project can incorporate other forms of off-site permittee-
responsible mitigation such as creation, restoration, or preservation, in consultation with
the Nashua Conservation Commission.

e If needed, VHB will produce a high-level conceptual pian for a permittee-responsible
mitigation proposal. This plan would include information sufficient to allow for
preliminary NHDES review, but is not intended to include full mitigation design (e.g., the
documentation required by Env-Wt). This task assumes that NHDES would allow final
design of any such mitigation to occur following permit approval.

e If permittee-responsible mitigation is determined not practical, develop an analysis of in-

lieu fee mitigation.

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 Contractor's performance under the
contract. Contractor 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 wili then determine in writing if Contractor should proceed with any or all of the
proposed change. If the change causes an increase or a decrease in 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 Contractor for adjustment under this clause shall
be asserted in writing within 30 days of the date the City notified Contractor of the change.

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

Except as provided in this paragraph, Contractor 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.

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

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES. Contractor 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 Contractor. All future questions Contractor 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 Contractor'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 Contractor prior to having received the City's resolution shall be at Contractor's risk and
expense. At all times, 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.
Contractor is responsible for requesting clarification or interpretation and is solely liable for any cost or
expense arising from its failure to do so.

GC - 3 of 14

TERMINATION OF CONTRACT

TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. [In accordance with 24 CFR 85.44, 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 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, 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 all orders or subcontracts to the extent they relate to the performance of work
terminated, abandoned, or suspended under the notice, assign to the City any orders or
subcontracts specified in the notice, and revoke agreements specified in the notice.

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

In the event of a termination, abandonment, or suspension at will, Contractor shall receive all
amounts due and not previously paid to 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.

. TERMINATION FOR CAUSE. This agreement may be terminated by the City on 10 calendar day’s
written notice to Contractor in the event of a failure by Contractor 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. Contractor shall be given an
‘opportunity for consultation with the City prior to the effective date of the termination. Contractor
may terminate the contract on 10 calendar days written notice if, through no fault of Contractor,
the City fails to pay Contractor for 45 days after the date of approval of any submitted invoice
forms and progress reports.

Upon receipt of notice of termination for cause, 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 all orders or subcontracts to the extent they relate to the performance of work
terminated, abandoned, or suspended under the notice, assign to the City any orders or
subcontracts specified in the notice, and revoke agreements specified in the notice.

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

In the event of a termination for cause, Contractor shall receive ail amounts due and not
previously paid to 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

GC - 4 of 14

9.

10.

11.

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 Contractor's
failure. Contractor shall not be relieved of liability to the City for damages sustained from the
failure, and the City may withhold any payment to the Contractor until such time as the exact
amount of damages due to the City is determined. All claims for payment by the Contractor must
be submitted to the City within 30 days of the effective date of the notice of termination.

lf after termination for the failure of Contractor 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 Contractor had not so
failed, the termination shall be deemed to have been a termination at will. In that event, the City
shail make an equitable adjustment in the compensation paid to Contractor. The adjustment shall
include a reasonable profit for services or other work performed up to the effective date of
termination less all previous paymenis.

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 Contractor shall cease conducting business, the City shall have the right to solicit
applications for employment from any employee of the 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 Contractor's principals, officers, employees, agents, subContractors,
consultants, vendors, or suppliers are expressly recognized to be within Contractor's control.

DISPUTE RESOLUTION. Any dispute not within the scope of section 7and section 9 shail be resolved
under this paragraph. Either party shall provide to the other party, in writing and with full
documentation to verify and substantiate its decision, its stated position concerning the dispute. No
dispute shall be considered submitted and no dispute shall be valid under this provision unless and
until the submitting party has delivered the 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 Contractor representative. At all times, 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. If the dispute is not resolved
within 30 days, either party may request that the dispute be submitted to the Community Development
Division Director for final resolution. The decision of the Community Development Division Director
shall be final and binding on the parties. If either party is dissatisfied with the decision of the
Community Development Division Director, that party may immediately terminate the contract under
this paragraph, with Contractor 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 independent Contractors.

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

INSURANCE. 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
Automobile Liability: $1,000,000 Combined single limit

Workers’ Compensation as required by State of NH

Professional Liability $1,000,000

GC - 5 of 14

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

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 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,
Employers’ Liability and Auto Liability polices must name the City of Nashua as an additional insured
and reflect on the certificate of insurance. 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,

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 Contractor of its responsibilities or limit the

amount of its liability to the City or other persons, and 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.

=" Contractor 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 Contractor or anyone employed, directed, or
supervised by Contractor.

12. INDEMNIFICATION. Regardless of the coverage provided by any insurance, Contractor 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,
attorneys’ 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 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. 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.

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 Contractor with a right of payment over any other
entity. Any funds obligated by the City under this contract that are not paid to Contractor shall
automaticaily 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 Contractor. Contractor shall have no claim of any sort to the unexpended funds.

14. COMPENSATION. Review by the City of Contractor's invoice forms and progress reports for payment
will be promptly accomplished by the City. If there is insufficient information, the City may require
Contractor to submit additional information. Uniess the City, in its sole discretion, decides otherwise,

GC - 6 of 14

15.

16.

the City shall pay Contractor in full within 30 days of approval of the submitted invoice forms and
progress reports.

COMPLIANCE WITH APPLICABLE Laws. 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. 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 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.

A. The Contractor agrees to comply with its responsibilities under the requirements of Title 24 of the Code of
Federal Regulations, Part 570 (the Housing and Urban Development regulation concerning Community
Development Block Grants {CDBG}) including subpart K of these regulations, except that (1) the
Contractor does not assume the Grantee's environmental responsibilities described in 24 CFR 570,604
and (2) the Contractor does not assume the Grantee's responsibility for initiating the review process under
the provisions of 24 CFR Part 52. The Contractor also agrees to comply with all other applicable Federal,
state and local laws, regulations, and policies governing the funds provided under this Contract.

NONDISCRIMINATION. Contractor will not discriminate against any employee or applicant for
employment because physical or mental handicap in regard to any position for which the employee or
applicant for employment is qualified. 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 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. The
Contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.

Without limitation of the foregoing, Contractor'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 Contractors 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 Contractors and Subcontractors for Handicapped Workers,” which, by this reference, is
incorporated in this contract.

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

in connection with the performance of work under this contract, 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.

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
Contractor shall constitute a material breach of the contract.

The Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice, to be provided by the
agency contracting officer, advising the labor union or workers’ representative of the Contractor's
commitments under Section 202 of the Executive Order No. 11246 of September 24, 1965, and shall

GC - 7 of 14

17.

18.

19.

20.

post copies of the notice in conspicuous places available to employees and applicants for
employment.

The Contractor will comply with ail provisions of Executive Order No. 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.

The Contractor will furnish all information and reports required by Executive Order No, 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the contracting agency and the
Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,
and orders.

In the event of the Contractor's non-compliance with the nondiscrimination clause of this contract or
with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended
in whole or in part and the Contractor may be declared ineligible for further Government contracts in
accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and
such other sanctions may be imposed and remedies invoked as provided in Executive Order No.
11246 of September 24,1965, or by rule, regulation, or order of the Secretary of Labor, or as
otherwise provided by law.

The Contractor will include the provisions of this section in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of
Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The Contractor will take such action with respect to any subcontract or
purchase order as the contracting agency may direct as a means of enforcing such provisions
including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction
by the contracting agency, the Contractor may request the United States to enter into such litigation to
protect the interests of the United States."

EEO/AA Statement - The Contractor will, in all solicitations or advertisements for employees placed by or on
behalf of the Contractor, state that it is an Equal Opportunity or Affirmative Action employer.

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

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
if applicable, Contractor 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.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Contractor 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 shail 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 & MAINTENANCE OF CONTRACT MATERIALS. The Contractor must maintain all required
records for five years after final payments are made and all other pending matters are closed. The
books, records, documents and accounting procedures and practices of Contractor related to this
contract shall be subject to inspection, examination and audit, at any time during normal business

GC - 8 of 14

21.

22.

23.

hours and as frequently as is deemed necessary, by the City, including, but not limited to, the
contracting agency, Corporation Counsel, General Accounting Office, the Department of Housing and
Urban Development 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, daia, drawings or other materials, including but not limited to those contained in mecia of
any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Contractor 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 Contractor's expense, by Contractor to the City upon completion,
termination, or cancellation of this contract. Alternatively, if the City provides its written approval to
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 Contractor in the performance of its obligations under this
contract must be retained by 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, in writing,
requests any or all of the materials, then Contractor shall promptly remit and deliver the materials, at
Contractor's expense, to the City. Contractor shall not use, willingly allow or cause to have such
materials used for any purpose other than the performance of Contractor's obligations under this
contract without the prior written consent of the City.

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

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

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 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, Contractor 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 Contractor in writing that the whole of the
work was completed on the date indicated in the notice or provide Contractor with a written list of work
not completed. With respect to work listed by the City as incomplete, Contractor shall promptly
complete the work and the final acceptance procedure shall be repeated. The date of final acceptance

GC - 9 of 14

24,

25.

26.

27.

28.

29.

of a project by the City shall be the date upon which the Community Development Division Director or
other designated official accepts and approves the notice of completion.

TAXES. 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.
Contractor hereby indemnifies and holds harmless the City 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. There shall be no waiver of any past or future default, breach, or
modification of any of the terms and conditions of the contract unless expressly stipulated to by the
City in a written waiver.

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

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

Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were offered
or given by Contractor to any officer or employee of the City with a view toward securing a contract or
securing favorable treatment with respect to the awarding or amending or making of any
determinations with respect to the performance of this contract. If City determines that such gratuities
were or offered or given, it may terminate the contract at will 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 under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES. The City and 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 and 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.

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30. 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.

31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire contract
between the City and 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.

32. 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.

33. HUD Administrative Requirements

A. Hatch Act - The Contractor agrees that no funds provided, nor personnel employed under this
Contract, shall be in any way or to any extent engaged in the conduct of political activities in
violation of Chapter 15 of Title V United States Code.

B. Lobbying - The Contractor hereby certifies that:

1.

No Federal appropriated funds it has received or will receive have been paid or willl be paid, by or on
behalf of it, to any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of any Federal grant,
the making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement;

lf any funds other than Federal appropriated funds have been paid or will! be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with this
Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-
LLL, "Disclosure Form to Report Lobbying,” in accordance with its instructions; and

It will require that the following language of be included in the award documents for all sub awards at
all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative
agreemeni(s) and that all Contractor(s) shall certify and disclose accordingly as follows:

Lobbying Certification - This certification is a material representation of fact upon which reliance
was placed when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.
Code. Any person who fails to file the required certification shall be subject to a civil penalty of not
less than $10,000 and not more than $100,000 for each such failure.

C. Religious Organization - The Contractor agrees that funds provided under this Agreement will not be
utilized for religious activities, to promote religious interests, or for the benefit of a religious organization in
accordance with the Federal regulations specified in 24 CFR 570.2000).

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