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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 shall be and remain liable in accordance with the terms of the contract and
applicable law.

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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.

. ClITy 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.

CHANGES TO SCOPE OF WorRK 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.

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

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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.

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, 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 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 will, 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

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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
ofa written notice from the City of Nashua to resume performance.

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

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

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

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

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

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

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

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

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

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must be submitted to the City of Nashua within 30 days of the effective date of the notice
of termination.

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

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

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

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

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

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

> General Liability insurance in the amount of $1,000,000 per occurrence;
$2,000,000 aggregate;

> $1,000,000 Combined Single Limit Automobile Liability; *Coverage must include
all owned, non-owned and hired vehicles ; and

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

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

Independent Contractor will provide the City of Nashua with certificates of insurance
for coverage as listed below and endorsements affecting coverage required by the
contract. 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.

> 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.

> 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.

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

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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 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
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 davs of approval of the submitted monthly
invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, at all times, shall fully
and completely comply with all applicable local, state and federal laws, statutes,
regulations, ordinances, orders, or requirements of any sort in carrying out the obligations
of this contract, including, but not limited to, all federal, state, and local accounting
procedures and requirements, all immigration and naturalization laws, and the Americans
With Disabilities Act. Independent Contractor shall, throughout the period services are to
be performed under this contract, monitor for any changes to the applicable laws, statutes,
regulations, ordinances, orders, or requirements, shall promptly notify the City of Nashua
in writing of any changes to the same relating to or affecting this contract, and shall
submit detailed documentation of any effect of the change in terms of both time and cost
of performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute,

regulation, order, or other requirement, Independent Contractor agrees to the following
terms. Independent Contractor will not discriminate against any employee or applicant

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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 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.

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19.

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

. NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this

contract shall be considered waived by the City of Nashua. There shall be no waiver of
any past or future default, breach, or modification of any of the terms and conditions of
the contract unless expressly stipulated to by the City of Nashua in a written waiver.

. RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the

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

. PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee

of the City of Nashua to have any indirect or direct interest in this contract or the
proceeds of this contract. Independent Contractor warrants that no officer or employee of
the City of Nashua has any direct or indirect interest, whether contractual,
noncontractual, financial or otherwise, in this contract or in the business of Independent
Contractor. If any such interest comes to the attention of Independent Contractor at any
time, a full and complete disclosure of the interest shall be immediately made in writing
to the City of Nashua. Independent Contractor also warrants that it presently has no
interest and that it will not acquire any interest, direct or indirect, which would conflict in
any manner or degree with the performance of services required to be performed under
this contract. Independent Contractor further warrants that no person having such an
interest shall be employed in the performance of this contract. If City of Nashua
determines that a conflict exists and was not disclosed to the City of Nashua, it may
terminate the contract at will or for cause in accordance with paragraph 8.

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

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

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EXHIBIT C

FTA Clauses

Nashua Transit Center