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EXHIBIT A

TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS
INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE

CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES

SURVIVAL OF RIGHTS AND OBLIGATIONS

SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LAW AND VENUE

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1.

General Terms and Conditions

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

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

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

(2) Industrial insurance coverage provided by the City of Nashua;

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

Nashua;
(4) Participation or contributions by either the Independent Contractor or the City of Nashua
to the public employee's retirement system;

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

(6) Unemployment compensation coverage provided by the City of Nashua.
STANDARD OF CARE Independent Contractor shall be responsible for the professional quality, technical
accuracy, timely completion, and coordination of all work performed under this contract. Independent
Contractor warrants that all work shall be performed with the degree of professional skill, care, diligence,
and sound practices and judgment that are normally exercised by recognized professional firms with respect
to services of a similar nature. It shall be the duty of Independent Contractor to assure at its own expense
that all work is technically sound and in conformance with all applicable federal, state, and local laws,
statutes, regulations, ordinances, orders, or other requirements. In addition to all other rights which the
City of Nashua may have, Independent Contractor shall, at its own expense and without additional
compensation, re-perform work to correct or revise any deficiencies, omissions, or errors in the work or the
product of the work or which result from Independent Contractor's failure to perform in accordance with
this standard of care. Any approval by the City of Nashua of any products or services furnished or used by
Independent Contractor shall not in any way relieve Independent Contractor of the responsibility for
professional and technical accuracy and adequacy of its work. City of Nashua review, approval, or
acceptance of, or payment for any of Independent Contractor's work under this contract shall not operate as
a waiver of any of the City of Nashua's rights or causes of action under this contract, and Independent
Contractor shal! be and remain liable in accordance with the terms of the contract and applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work under this
contract. The City of Nashua reserves the right to approve key personnel assigned by Independent
Contractor to perform work under this contract. Approved key personnel shall not be taken off of the
project by Independent Contractor without the prior written approval of the City of Nashua, except in the
event of termination of employment. Independent Contractor shall, if requested to do so by the City of
Nashua, remove from the job any personnel whom the City of Nashua determines to be incompetent,
dishonest, or uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua representative
for this contract. If designated, all notices, project materials, requests by Independent Contractor, and any
other communication about the contract shall be addressed or be delivered to the City of Nashua
Representative.

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 personne! 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 shail 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 also agree to attend all meetings called by the
City of Nashua or Independent Contractor to discuss the work under the Contract, and that Independent
Contractor may elect to conduct and record such meetings and shall later distribute prepared minutes of the
meeting to the City of Nashua.

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 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,
shail have the right to terminate, abandon, or suspend ail 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 days’ 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 wiil, Independent Contractor shall:

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

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

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

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

In the event of a termination, abandonment, or suspension at will, Independent Contractor shall receive all
amounts due and not previously paid to Independent Contractor for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter completed
as specified in the notice. No amount shall be allowed or paid for anticipated profit on unperformed services
or other unperformed work.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10 calendar
day’s written notice to Independent Contractor in the event of a failure by Independent Contractor to adhere
to any or all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of
the City of Nashua, to complete or make sufficient progress on the work in a timely and professional
manner. Independent Contractor shall be given an opportunity for consultation with the City of Nashua
prior to the effective date of the termination. Independent Contractor may terminate the contract on 10
calendar days written notice if, through no fault of Independent Contractor, the City of Nashua fails to pay
Independent Contractor for 45 days after the date of approval by the City of Nashua of any Application for
Payment.

Upon receipt of notice of termination for cause, Independent Contractor shall:

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

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

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

4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the
City of Nashua of all orders or sub contracts to the extent they relate to the performance of work

terminated, abandoned, or suspended under the notice, assign to the City of Nashua any orders
or sub contracts specified in the notice, and revoke agreements specified in the notice.

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

In the event of a termination for cause, Independent Contractor shall receive all amounts due and not
previously paid to Independent Contractor for work satisfactorily completed in accordance with the contract
prior to the date of the notice, less all previous payments. No amount shalt 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
Professional Engineer Representative. At all times, Professional Engineer shall carry on the work under
this contract and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the City of Nashua. If the parties are unable to resolve their dispute as
described above within 30 days, if requested in writing by either the City of Nashua or the Professional
Engineer within 14 days after the 30 days described above , the parties shall attempt to resolve the dispute
by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice
basis. The mediator shall be appointed by agreement of the parties, which agreement shall not be
unreasonably withheld. If the parties cannot agree to a mediator within 30 days or the dispute cannot be
settled within a period of thirty (30) days with the mediator, the parties’ reserve the right to pursue any

Board of Aldermen Page 6
July 12, 2016

NOMINATIONS, APPOINTMENTS AND ELECTIONS
Joint Convention with Edgewood Cemetery Board of Trustees

MOTION BY ALDERMAN COOKSON THAT THE BOARD OF ALDERMEN MEET IN JOINT
CONVENTION WITH THE EDGEWOOD CEMETERY BOARD OF TRUSTEES FOR THE PURPOSE
OF ELECTING TWO TRUSTEES

MOTION CARRIED

President McCarthy called for nominations.

Trustee Maffee nominated Thomas A. Maffee and Carl Andrade for five-year terms to expire March 31,
2021

MOTION BY ALDERMAN SIEGEL TO CLOSE THE NOMINATIONS
MOTION CARRIED

A Viva Voce Roll Call vote was taken on the appointment of Thomas A. Maffee and Carl Andrade to the
Edgewood Cemetery Board of Trustees for terms to expire March 31, 2021, which resulted as follows:
A Viva Voce Roll Call was taken, which resulted as follows:

Yea: Alderman Wilshire, Alderman Deane, Alderman Cookson, 21
Alderman Dowd, Alderman Caron, Alderman Siegel,
Alderman Schoneman, Alderwoman Melizzi-Golja,
Alderman McGuinness, Alderman LeBrun, Alderman Moriarty,
Alderman O’Brien, Alderman Lopez, Alderman McCarthy,
Carl Andrade, Douglas Barker, Richard Cullen, Charles Hall,
Morgan Hollis, Thomas Maffee, Mayor Donchess

Nay: 0
MOTION CARRIED

President McCarthy declared Thomas A. Maffee and Carl Andrade duly appointed to the Edgewood
Cemetery Board of Trustees for a term to expire March 31, 2021.

Oath of Office administered by Corporation Counsel Steven A. Bolton.

MOTION BY ALDERMAN DOWD THAT THE CONVENTION NOW ARISE
MOTION CARRIED

REPORTS OF COMMITTEE
Budget Review Committee .............. cece cccceeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeees 06/27/16

There being no objection, President McCarthy declared the report of the June 27, 2016
Budget Review Committee accepted and placed on file.

Finance COMMiIttee 2.0.0... ee eecceecceeccceceeeeeeeeeaeeeaeceeeeecereeereeereeereveraes 07/06/16

There being no objection, President McCarthy declared the report of the July 6, 2016
Finance Committee accepted and placed on file.

Board of Aldermen — 11/14/17 Page 5

education of our students here in Nashua for very little pay and very little benefits. This contract tries to at least
catch up a little bit so that they can be better compensated. Many of the para’s are required by State and
federal law, so | ask that we support it.

Alderman Schoneman

I’m on the Budget Committee and | supported it there and I’ll support this contract here. | think that we get
great value from the para-educators. | think they do a great job; they help out in the classroom. They’re
probably more hands-on with students than anybody. They don’t make a lot of money. I’m very grateful to them
for their service to the city and to the children, and | will support this contract.

A viva voce roll call was taken which resulted as follows:

Yea: Alderman Wilshire, Alderman Clemons, Alderman Tencza,

Alderman Dowd, Alderwoman Caron, Alderman Schoneman,

Alderman LeBrun, Alderman Moriarty, Alderman O’Brien,

Alderman Lopez 10
Nay: 0

MOTION CARRIED WITH ONE ABSTENTION
Alderman McCarthy abstained.
Resolution R-17-141 declared duly adopted.
R-17-142
Endorsers: Mayor Jim Donchess
Alderman-at-Large Michael B. O’Brien, Sr.
AUTHORIZING A ONE-TIME STIPEND TO BOARD OF PUBLIC WORKS RETIREMENT SYSTEM
RETIREES AS REQUESTED BY THE BOARD OF PUBLIC WORKS RETIREMENT SYSTEM
BOARD OF TRUSTEES
Given its second reading;
MOTION BY ALDERMAN O’BRIEN FOR FINAL PASSAGE OF R-17-142
Alderman Caron
| will have to recuse myself because my husband is a member of this pension program.

A viva voce roll call was taken which resulted as follows:

Yea: Alderman Wilshire, Alderman Clemons, Alderman Tencza,

Alderman Dowd, Alderman Schoneman, Alderman LeBrun

Alderman Moriarty, Alderman O’Brien, Alderman Lopez

Alderman McCarthy 10
Nay: 0
MOTION CARRIED WITH ONE ABSTENTION
Alderman Caron abstained.

Resolution R-17-142 declared duly adopted.

UNFINISHED BUSINESS — ORDINANCES — None

10.

11.

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 shail 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 ;

> Professional Liability insurance in the amount of $1,000,000; and

> Workers’ Compensation Coverage in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$100,000.

Independent Contractor shall maintain in effect at all times during the performance under this contract all
specified insurance coverage with insurers. None of the requirements as to types and limits to be
maintained by Independent Contractor are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Independent Contractor under this contract. The City of Nashua
shall not maintain any insurance on behalf of Independent Contractor. Subcontractors are subject to the
same insurance requirements as Independent Contractor and it shall be the Independent Contractor’s
responsibility to ensure compliance of this requirement.

Independent Contractor will provide the City of Nashua with certificates of insurance for coverage as
listed below and endorsements affecting coverage required by the contract. The City of Nashua requires
thirty days written notice of cancellation or material change in coverage. The certificates and
endorsements for each insurance policy must be signed by a person authorized by the insurer and who is

licensed by the State of New Hampshire. General Liability, Employers’ 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.

> 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.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent Contractor agrees

to indemnify and hold harmless the City of Nashua, its agents, officials, employees and authorized
representatives and their employees from and against any and all suits, causes of action, legal or

13.

14.

15.

16.

administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest, attorney’s fees,
costs and expenses of any kind or nature in any manner caused, occasioned, or contributed to in whole or
in part by reason of any negligent act, omission, or fault or willful misconduct, whether active or passive,
of Independent Contractor or of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this contract. Independent Contractor’s indemnity and hold
harmless obligations, or portions thereof, shall not apply to liability caused by the sole negligence or willful
misconduct of the party indemnified or held harmless.

FISCAL CONTINGENCY All! payments under this contract are contingent upon the availability to the City of
Nashua of the necessary funds. This contract shall terminate and the City of Nashua's obligations under it
shall be extinguished at the end of any fiscal year in which the City of Nashua fails to appropriate monies
for the ensuing fiscal year sufficient for the performance of this contract.

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

COMPENSATION Review by the City of Nashua of Independent Contractor's submitted invoice forms 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 invoice forms.

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 shail, 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 shali submit detailed documentation of any effect of the
change in terms of both time and cost of performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation, order, or
other requirement, Independent Contractor agrees to the following terms. Independent Contractor will not
discriminate against any employee or applicant for employment because of physical or mental handicap in
regard to any position for which the employee or applicant for employment is qualified. Independent
Contractor agrees to take affirmative action to employ, advance in employment, or to otherwise treat
qualified, handicapped individuals without discrimination based upon physical or mental handicap in all
employment practices, including but not 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.

17.

18.

19.

20,

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 shali 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 shali 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 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