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GENERAL CONDITIONS

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

2. SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Service Provider shall have the status
of and shail perform ail work under this contract as a Service Provider, maintaining control over
all its consultants, sub consultants, contractors, or subcontractors. The only contractual relationship
created by this contract is between the City and Service Provider, and nothing in this contract shall
create any contractual relationship between the City and Service Provider's consultants, sub
consultants, contractors, or subcontractors. The parties also agree that Service Provider 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 Service Provider 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.

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Service Provider does not maintain coverage
throughout the entire term of the contract, Service Provider agrees that City may, at any time the
coverage is not maintained by Service Provider, order the Service Provider to stop work, suspend
the contract, or terminate the contract. For each six-month period this contract is in effect, Service
Provider agrees, prior to the expiration of the six-month period, to provide another written request
to its insurer for the provision of a certificate and notice of lapse in or nonpayment of coverage. If
Service Provider does not make the request or does not provide the certificate before the expiration
of the six-month period, Service Provider agrees that City may order the Service Provider to stop
work, suspend the contract, or terminate the contract.

3. STANDARD OF CARE. Service Provider shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.
Service Provider's 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 Service Provider 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, Service Provider shall, at its own expense and without
additional compensation, re-perform work to correct or revise any omissions or errors in the work
or the product of the work or which result from Service Provider's failure to perform in accordance
with this standard of care. Any approval by the City of any products or services furnished or used
by Service Provider shall not in any way relieve Service Provider of the responsibility for
professional and technical accuracy and adequacy of its work. City review, approval, or
acceptance of, or payment for any of Service Provider'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 Service Provider
shall be and remain liable in accordance with the terms of the contract and applicable law.

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Service Provider shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Service Provider to
perform work under this contract. Approved key personnel shall not be taken off of the project by
Service Provider without the prior written approval of the City. except in the event of termination
of employment. Service Provider shall, if requested to do so by the City, remove from the job any
personnei 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 Service Provider, 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 Service Provider's performance
under the contract. Service Provider 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 Service Provider
should proceed with any or all of the proposed change. If the change causes an increase or a
decrease in Service Provider'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 Service Provider for adjustment under this clause shail be asserted in writing within 30 days of
the date the City notified Service Provider of the change.

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

Except as provided in this paragraph, Service Provider 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 no later than the next business day. Any change
undertaken without prior City approval shall not be compensated and is, at the City's election,
sufficient reason for contract termination.

6. Ciry COOPERATION. The City agrees that its personnel will cooperate with Service
Provider in the performance of its work under this contract and that such personnel will be
available to Service Provider 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 Service Provider 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 Service Provider also agree to attend all meetings called by the City
or Service Provider to discuss the work under the Contract, and that Service Provider may elect to
conduct and record such meetings and shall later distribute prepared minutes of the meeting to the

City.

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F. CONTRACTOR does not consider that any further examinations, investigations, explorations,
tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract
Times, and in accordance with the other terms and conditions of the Contract Documents.

G. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at
the Site that relates to the Work as indicated in the Contract Documents.

H. CONTRACTOR has correlated the information known to CONTRACTOR, information and
observations obtained from visits to the Site, reports and drawings identified in the Contract Documents and
all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents.

l. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities or
discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof
by ENGINEER is acceptable to CONTRACTOR.

J. The Contract Documents are generally sufficient to indicate and convey understanding of all
terms and conditions for performance and furnishing of the Work.

ARTICLE 8 - CONTRACT DOCUMENTS

8.1 Contents
A. 1. The Contract Documents are defined in Article 1 of the General Conditions as
amended herein.

2. The Drawings are entitled “2022 Sidewalk Curb Ramps Replacement Project, prepared
by the Division of Public Works, City of Nashua, dated March 9, 2022, consisting of 26
Sheets”.

3. The Construction Specifications and Contract Documents, dated March 2022;

4. The following documents are incorporated by reference:

a. New Hampshire Department of Transportation “Standard Specifications for Road and
Bridge Construction”, latest edition,;

b. “Manual of Uniform Traffic Control Devices”, latest edition;

c. City of Nashua, Standard Specifications for Sewers and Drains, Revised, Approved
and Adopted June 15, 1992;

d. City of Nashua, Standard Specifications for Road Construction, Approved and
Adopted June 11, 1986; and

e. City of Nashua, Standard Specifications for Sidewalk Construction, Approved and
Adopted August 28, 1995, incorporated by reference.

AG -5o0f7

7. DISCOVERY O¥ CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
The City shall furnish to Service Provider all information and technical data in the City's
possession or control reasonably required for the proper performance of the Services. Service
Provider shall be entitled to reasonably rely without independent verification upon the information
and data provided by the City or obtained from generally accepted sources within the industry,
except to the extent such verification by Service Provider is expressly required as a defined part of
the Services.

Service provider will endeavor in good faith, as needed, to obtain from the appropriate authorities
their interpretation of applicable codes and standards and will apply its professional judgment in
interpreting the codes and standards as they apply to the Project at the time of performance of the
Services. Notwithstanding the above, the Parties agree that, as the Project progresses, such codes
or standards may change or the applicability of such codes or standards may vary from Service
Providers original interpretation through no fault of Service Provider and that additional costs
necessary te conform to such changes or interpretations during or after execution of the Services
will be subject to an equitable adjustment in the Compensation and Project Schedule.

All future questions Service Provider 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 Service Provider's question or position.
The City representative shall render a decision within 15 calendar days. The City’s decision on the
matter is final. —_ At all times, Service Provider 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. Service Provider is responsible, pursuant to the standard of care. for requesting
clarification or interpretation in the event it discovers a conflict, error or omission or discrepancy
in the contract documents, and is liable for its direct costs or expense to the extent caused by its
failure to do so.

Service Provider shall be responsible for its performance and that of Service Provider's lower-tier
subcontractors and vendors.

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 Service Provider 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, Service Provider shall:

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

Place no further orders or subcontracts for materials, services, or facilities, other

than as may be necessary or required for completion of such portion of work under

the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders or subcontracts to the extent they relate to the

No

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performance of work terminated, abandoned, or suspended under the notice, assign
to the City any orders or subcontracts spectfied tn the notice, end 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, Service Provider shall receive
all amounts due and not previously paid to Service Provider 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 agrecment may be terminated by the City on 10
calendar day's written notice to Service Provider in the event of a failure by Service Provider 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.
Service Provider shall be given an opportunity for consultation with the City prior to the effective
date of the termination. Service Provider may terminate the contract on 10 calendar days written
notice if, through no fault of Service Provider, the City fails to pay Service Provider for 30 days
after the date of approval of any submitted invoice forms and progress reports.

In the event of a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider 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 Service
Provider's failure. Service Provider shall not be relieved of liability to the City for damages
sustained from the failure, and the City may withhold any payment to the Service Provider until
such time as the exact amount of damages due to the City is determined. All claims for payment
by the Service Provider 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 Service Provider 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 Service Provider 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 Service Provider. The
adjustment shall include a reasonable profit for services or other work performed up to the effective
date of termination less all previous payments.

Cc. 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.

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 Service Provider's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within Service
Provider's control.

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9, DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall be
resolved under this paragraph. Either party shal! 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 cfforts and negotiation between the City Representative and a Service Provider
representative. At all times and as long as the City is in compliance with its payment obligations
to Service Provider, Service Provider shall carry on the undisputed work under ihis contract and
maintain and complete undisputed 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 Service Provider 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 Service Providers.

10. NO DAMAGES FOR DeLAy. Apart from a written extension of time, no payment.
compensation, or adjustment of any kind shall be made to Service Provider for damages because
of hindrances or delays in the progress of the work from any cause, and Service Provider agrees
to accept in full satisfaction of such hindrances and delays any extension of time that the City may
provide, except when the City request Service Provider to provide over time or expend additional
resources to complete the work and such delay is not the result of Service Providers negligent acts,
errors Or Omissions.

11. INSURANCE. Service Provider 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.

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

Service Provider 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

GC 7 of 13

days after the City issues the notice of award. The City of Nashua requires thirty days written
notice of cancellation of coverage. The certificates and endorsements for each insurance policy
must be signed by a person authorized by the insurer and who is authorized 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. Service Provider is responsible
for filing updated certificates of insurance with the City of Nashua's Risk Management Department
during the life of the contract.

= All deductibies and self-insured retentions above $100,000.00 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, Service Provider 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 Service Provider of its responsibilities
or limit the amount of its liability to the City or other persons, and Service Provider is
encouraged to purchase such additional insurance, as it deems necessary.

e 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.

= Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, to the extent caused by Service Provider or anyone
employed, directed, or supervised by Service Provider.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider 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, reasonable attorney’s fees, costs and expenses to the extent caused by any
negligent act, omission, or fault or willful misconduct, whether active or passive, of Service
Provider or of anyone acting under its direction or control or on its behalf in connection with or
incidental to the performance of this contract. Service Provider's indemnity. defense and hold
harmless obligations, or portions thereof, shall not apply to liability to the extent 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 Service Provider with a right of payment
over any other entity. Any funds obligated by the City under this contract that are not paid to
Service Provider 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 Service Provider. Service Provider shall
have no claim of any sort to the unexpended funds.

14. COMPENSATION. Review by the City of Service Provider's submitted monthly invoice
forms and progress reports for payment will be promptly accomplished by the City. If the City
disagrees with any portion of an invoice or requires additional information, it shall notify Service
Provider in writing of the amount in dispute and the specific reason for the objection within 10

GC 8 of 13

days of receipt of inveice and The City shall nay all undisputed invoices of Service Provider in
full within 30 davs_ of the submitted monthly invoice forms and progress reports.

15. COMPLIANCE WITH APPLICABLE LAWS. Service Provider, 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, ali federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Service Provider
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, Service Provider agrees to the following terms, Service
Provider 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. Service Provider 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 sclection for training, including
apprenticeship.

Without limitation of the foregoing, Service Provider'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
Service Providers and Subcontractor for Disabled Veterans and Veterans of the Vietnam Era."
which, by reference, is incorporated in this contract, and to 4] C.F.R. § 60-471 and the clause
entitled "Affirmative Action Obligations of Service Providers and Subcontractors for Handicapped
Workers," which, by this reference, is incorporated in this contract.

Service Provider 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 Service Provider under this contract.

In connection with the performance of work under this contract, Service Provider 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.

Service Provider 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 Service Provider shall constitute a material breach of the contract.

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17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Service Provider awards a subcontract
under this contract, Service Provider. 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

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A.

If applicable, Service Provider agrees to complete and submit to the City a Minority Business
Enterprise/Woman Business Enterprise (CMBE/WBE) Utilization Report (Standard Form 334)
within 30 days after the end of each fiscal quarter until the end of the contract.

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

19, ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING, Service Provider 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 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.

20. City INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of Service Provider 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. Except for pre-existing works and/or other
intellectual property owned by Services Provider, 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
Service Provider 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 Service Provider's
expense, by Service Provider to the City upon completion, termination, or cancellation of this
contract. Alternatively, if the City provides its written approval to Service Provider, 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 (¢.g., electronic, magnetic, digital)
prepared by or supplied to Service Provider in the performance of its obligations under this contract
must be retained by Service Provider 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 Service Provider shall promptly remit and deliver the

GC 10 of 13

materials to the City. Service Provider shall not use, willingly allow or cause to have such materials
used for any purpose other than the performance of Service Provider's obligations under this
contract without the prior written consent of the City. Service Provider shall not be responsible
for any claims arising out of the City’s extraction or modification of the such material, or for any
claims artsing out of the use of such materials by the City for any other purpose than that which ts
expressly set forth under this Contract.

Zz. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Excluding Services Provider's pre-
existing work and intellectual property, Service Provider expressly agrees that all documents ever
submitted, filed, or deposited with the City by Service Provider (including those remitted to the
City by Service Provider 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 m media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its obligations
under this contract shall be the subject of any application for a copynght or patent by or on behalf
of Service Provider. The City shall have the right to reproduce any such materials.

Service Provider 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, avainst 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. Service Provider 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 Service Provider
infringes any copynght or that any equipment, material, or process (or any part thereof) specificd
by Service Provider infringes any patent.

Service Provider 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 matcrials, 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, Service Provider
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 Service
Provider in writing that the whole of the work was completed on the date indicated in the notice
or provide Service Provider with a written list of work not completed. With respect to work listed
by the City as incomplete, Service Provider 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. The City shall pay or reimburse Service Provider, as appropriate, for all
categories of taxes, other than income tax, including without limitation, use, sales consumer, local

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