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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 shall 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.

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

5. CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be
performed, either increasing or decreasing the scope, character, or cost of Independent Contractor's
performance under the contract. Independent Contractor shall provide to the City of Nashua within
10 calendar days, a written proposal for accomplishing the change. The proposal for a change shall
provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks,
for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then
determine in writing if Independent Contractor should proceed with any or all of the proposed
change. If the change causes an increase or a decrease in Independent Contractor's cost or time
required for performance of the contract as a whole, an equitable adjustment shall be made and the
contract accordingly modified in writing. Any claim of Independent Contractor for adjustment
under this clause shall be asserted in writing within 30 days of the date the City of Nashua notified
Independent Contractor of the change.

When Independent Contractor seeks changes, Independent Contractor shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the City
of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Independent Contractor should proceed with any or all of the proposed change.

Except as provided in this paragraph, Independent Contractor shall implement no change unless
the City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is critical
or public health and safety are of concern. Any verbal approval shall be confirmed in writing as
soon as practicable. Any change undertaken without prior City of Nashua approval shall not be
compensated and is, at the City of Nashua's election, sufficient reason for contract termination.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Independent Contractor in the performance of its work under this contract and that such
personnel will be available to Independent Contractor for consultation at reasonable times and after
being given sufficient advance notice that will prevent conflict with their other responsibilities.
The City of Nashua also agrees to provide Independent Contractor with access to City of Nashua
records in a reasonable time and manner and to schedule items that require action by the Board of
Public Aldermen 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,

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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, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Independent Contractor 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Independent Contractor
shall:

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

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.

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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

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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.
. Provide the City of Nashua with a list 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. Notresume work after the effective date of a notice of termination unless and until receipt
of a written notice from the City of Nashua to resume performance.

In the event of a termination for cause, Independent Contractor shall receive all amounts due and
not previously paid to Independent Contractor for work satisfactorily completed in accordance with
the contract prior to the date of the notice, less all previous payments. No amount shall be allowed
or paid for anticipated profit on unperformed services or other unperformed work. Any such
payment may be adjusted to the extent of any additional costs occasioned to the City of Nashua by
reasons of Independent Contractor's failure. Independent Contractor shall not be relieved of liability
to the City of Nashua for damages sustained from the failure, and the City of Nashua may withhold
any payment to the Independent Contractor until such time as the exact amount of damages due to
the City of Nashua is determined. All claims for payment by the Independent Contractor must be
submitted to the City of Nashua within 30 days of the effective date of the notice of termination.

If after termination for the failure of Independent Contractor to adhere to any of the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua,
to complete or make sufficient progress on the work in a timely and professional manner, it is
determined that Independent Contractor had not so failed, the termination shall be deemed to have
been a termination at will. In that event, the City of Nashua shall, if necessary, make an adjustment
in the compensation paid to Independent Contractor such that Independent Contractor receives total
compensation in the same amount as it would have received in the event of a termination-at-will.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of
Nashua may take over the work and prosecute it to completion by agreement with another party or
otherwise. In the event Independent Contractor shall cease conducting business, the City of Nashua
shall have the right to solicit applications for employment from any employee of the Independent
Contractor assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or future,
which is beyond the reasonable control of such party. Delays arising from the actions or inactions
of one or more of Independent Contractor's principals, officers, employees, agents, subcontractors,
consultants, vendors, or suppliers are expressly recognized to be within Independent Contractor's
control.

DISPUTE RESOLUTION The parties shall attempt to resolve any dispute related to this contract as
follows. Either party shall provide to the other party, in writing and with full documentation to

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verify and substantiate its decision, its stated position concerning the dispute. No dispute shall be
considered submitted and no dispute shall be valid under this provision unless and until the
submitting party has delivered the written statement of its position and full documentation to the
other party. The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation between the City of Nashua Representative and a Independent Contractor
Representative. At all times, Independent Contractor shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the City of Nashua. If the parties are unable to resolve their dispute
as described above within 30 days, the parties may request that the dispute be submitted to the
Board of Aldermen for resolution. If the parties are dissatisfied with the decision of the Board of
Aldermen, the parties’ reserve the right to pursue any available legal and/or equitable remedies for
any breaches of this contract except as that right may be limited by the terms of this contract.

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

INSURANCE Independent Contractor shall carry and maintain in effect during the performance of
services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
> and, Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$ 100,000.

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

Independent Contractor will provide the City of Nashua with certificates of insurance for coverage

as listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City of Nashua issues the notice of award. The City of Nashua requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed by a person authorized by the insurer and who is licensed
by the State of New Hampshire. General Liability and Auto Liability policies must name the
City of Nashua as an additional insured and reflect on the certificate of
insurance. Independent Contractor is responsible for filing updated certificates of insurance with
the City of Nashua's Risk Management Department during the life of the contract.

>» All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

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> 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 all
property, including property of the City of Nashua, caused in whole or part by Independent
Contractor or anyone employed, directed, or supervised by Independent Contractor.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent Contractor
agrees to indemnify and shall defend and hold harmless the City of Nashua, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney's fees, costs and expenses of any kind or nature in any manner caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or fault
or willful misconduct, whether active or passive, of Independent Contractor or of anyone acting
under its direction or control or on its behalf in connection with or incidental to the performance of
this contract. Independent Contractor’s indemnity, defense and hold harmless obligations, or
portions thereof, shall not apply to liability caused by the sole negligence or willful misconduct of
the party indemnified or held harmless.

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

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

COMPENSATION Review by the City of Nashua of Independent Contractor's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Independent
Contractor to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Independent Contractor in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Independent

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Contractor shall, throughout the period services are to be performed under this contract, monitor
for any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
shall promptly notify the City of Nashua in writing of any changes to the same relating to or
affecting this contract, and shall submit detailed documentation of any effect of the change in terms
of both time and cost of performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Independent Contractor agrees to the following terms. Independent
Contractor will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Independent Contractor agrees to take affirmative action to employ,
advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including but
not limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff, termination, rates of pay, or other forms of compensation and selection for training,
including apprenticeship.

Without limitation of the foregoing, Independent Contractor's attention is directed to Title
41”Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to
Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

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

In connection with the performance of work under this contract, Independent Contractor agrees not
to discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Independent Contractor agrees, if applicable, to insert these provisions in all subcontracts, except
for subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Independent Contractor shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer, delegation,
or subcontracting without the prior written consent of the City of Nashua is void. Any consent of
the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only apply to
the incidents expressed and provided for in the written consent and shall not be deemed to be a
consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such

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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 Aldermen, 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 allow or cause to have such materials used for any purpose other than the performance of
Independent Contractor's obligations under this contract without the prior written consent of the
City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Independent
Contractor (including those remitted to the City of Nashua by Independent Contractor pursuant to
paragraph 20), unless designated as confidential by a specific statue of the State of New Hampshire,
shall be treated as public records and shall be available for inspection and copying by any person,
or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Independent Contractor in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Independent Contractor. The City of Nashua shall have the right to reproduce any
such materials.

Independent Contractor expressly and indefinitely waives all of its nghts to bring, including but
not limited to, by way of complaint, interpleader, intervention, or any third party practice, any
claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Independent Contractor
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and

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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 nghtful or otherwise, that any material
prepared by or supplied to Independent Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Independent Contractor infringes any patent.

Independent Contractor shall have the nght, 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, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Independent Contractor shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Community Development Division Director or other designated official accepts and
approves the notice of completion.

TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Independent Contractor hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly
stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Independent Contractor warrants that no officer or employee of the City of Nashua has any direct
or indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or
in the business of Independent Contractor. If any such interest comes to the attention of
Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Independent Contractor further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict exists

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and was not disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Independent Contractor (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City of
Nashua may terminate the contract at will or for cause in accordance with paragraph 8. Upon
termination, Independent Contractor shall refund to the City of Nashua any profits realized under
this contract, and Independent Contractor shall be liable to the City of Nashua for any costs incurred
by the City of Nashua in completing the work described in this contract. At the discretion of the
City of Nashua, these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Independent Contractor to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorable treatment with respect to the
awarding or amending or making of any determinations with respect to the performance of this
contract. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph 8.

The nights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent Contractor,
including any of their respective agents or employees, shall not be liable to third parties for any act
or omission of the other party. This contract is not intended to create any rights, powers, or interest
in any third party and this agreement is entered into for the exclusive benefit of the City of Nashua
and Independent Contractor.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or unenforceable
by any valid act of Congress or of the New Hampshire legislature or any court of competent
jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity or
unenforceability of any particular provision of this contract shall not affect any other provision, the
contract shall be construed as if such invalid or unenforceable provisions were omitted, and the
parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying the
invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Independent Contractor. The parties shall not be bound
by or be liable for any statement, representation, promise, inducement, or understanding of any
kind or nature not set forth in this contract. No changes, amendments, or modifications of any
terms or conditions of the contract shall be valid unless reduced to writing and signed by both
parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the State

of New Hampshire and any claim or action brought relating to this contract, the work performed or
contracted to be performed thereunder, or referable in anyway thereto shall be brought in

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