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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.

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.

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

GC 3 of 12

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:

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.

Ne

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

GC 4 of 12

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.

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

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.

wd

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

GC 5 of 12

10.

11.

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 an 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, if requested in writing by either the City of Nashua or the Independent Contractor
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 nght 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:

GC 6 of 12

> 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 ;

> 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 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

GC 7 of 12

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DISK 315-1050

SDAISIMENT PLAT, MAP E, LOTS 1228, 288 & 2138, AMMERST STREET, ROUTE
DATED UNE 9, 2018. SCALE T— Sd PREPARED

| SERTEY THAT TH PLAT WAS PREPARED UNDER MY RECT SURERUSION, THAT
Twat De Tae 23 ore Mand OF

NOVEMEER 25,
HRD. 38223.

BY JONES &

NASHUA AIRPORT

27S AMERST ST OC DATE

“APPROVED BY THE CITY OF NASHUA
PLANNING BOARD

‘SECRETARY DATE
CHAIRMAN “Date

APPROVED BY THE CITY OF NASHUA
:D OF ALDERMEN

CRY CLERK ‘DATE 4
<a LOCUS scate: +=
NOTES
“THE PURPOSE OF THS PLAT IS TO SHOW THE STREET DISCONMRUANGE OF THE
CALLED AMHERST STREET JG HANOLE AND THE RESULTING LOT UNE

ADQUSTMENT BETWEEN THE CTY OF WASHUA'S AMWERST STREET RIGHT OF Way
AND THE ABUTTING LAND OWN

2. ME OWNER OF RECORD OF LOTS 266 AS SHOWN ON TAX WAP E IS 270 AMMERST
STREET, LLC. REFERENCE 4.0.8.0. BOOK B58, PAGE 408.
3. HORIZONTAL DATUM (5 GRID,
4. ZONG DISTRICT: WOHWAY BUSHES ZONE. (ALLOWED USE)
‘MRGMUM COT
wei or won 100"
AHNIUUM LOT FRONTAGE = 80"
BOLDIN SE secu {uron
Sor SeTeAxe = 10
|ACK =
5, LOT 268 IS SERVICED BY MUNICIPAL, SEWER AND PENNICHUCK WATER WORKS.
6 RESEARC WAS PERFORMED AT. IME CITY OF WASHUA ASSESSORS OFFICE, THE
HILLSBOROUGH COUN
2 AX MAP AND LOT NUMBERS ARE BASED ON THE TOWN OF NASHUA TAX

RECORDS AND ARE SUBECT

8. ALL BOOK AND PAGE NUMGERS REFER TO THE HILLSBOROUGH COUNTY REGISTRY

OF DREDS.

9 SERTAN DATA NEREGN Wa¥, VARY FROM RECORDED DATA DUE TO DETERENGES Wt
NATION, ORIENTATION, AND METHOOS OF UEASURGWEN

10, THIS SURVEY 15 NOT A CERTION OMBERSHIP OR TITLE OF LANDS SHOWN.
DUNERSHIE AND CNOMGRANCES RCE MATICNS OF TILE EXAMINATION NT OFA
BOUNDARY SURVEY, THE AITENT OF TASS PLAT BS TO RETRAGE THE

LINES OF DEEDS REFERENCED

11, QMNERSHP OF AD.RHNG PROPERTIES 1S ACCORONG TO. ASSESGOR'S RECURS,
THIS PLAT MAY OF MAY HOT INDICATE A(L EMCLMBRANGES EXPRESSED. MPLIED
NY USE OF SUIS FLAT ND OF ACGOMPANTING ESOT HONS
SHOULD BE GAL COUNSEL TO BE CERTAIN THAT TILES ARE CLEAR,
Dat Sidaton CS CURRENT: AND THAT ANY NECESSARY CETTIFIGATES ARE W
"ARTICULAR CONVEYANCE, OR OTHER USES.

12 THE SURVEY TE LINES SHOWN ON THIS PLAT ARE NOT SOUNDARY LINES,
Gidy SHOULD BE USED TD LOCATE THE: PARCEL SURVEYED FROW THE POUND
MONUMENTS SHOWN AND LOCATED BY

43, Local SIZE, TYPE, DOSTENCE OR (OF UNDERGROUND
ohne Boo UNDERGROUND STOGAGE TANKS WAS NOT VERTED BY PAS

14. ALL SURFACE EVIDENCE OF UNDERGROUND UTILITIES SHOWN ON THIS PLAN (C8
SMH, ELEC. RAN, ETC) WERE LOCATED BY THIS SURVEY.
OF FACILITIES a LILITIES HAVE GEEN PLOTTED
RECORDS, AN0, THEREFORE THER LOGANONS. MUST BE GONSDERED APPR

NY, THERE SUATHE GIVERS THE EAGTENCE OF WHiCN 1S PRESENTLY NOT

15. ORG SURVEY BERFORUED WAT & TOPCON, STS-254 BETWEEN, AINE 18
ee a BUCY 25, BOLE AND HAS & GONTROL TRAVERSE ERROR OF CLOSURE OF

5. PARCFLS ARE LOCATED WF DETERMINED 10 BE OUTSIE
Oak Aah see RODOPLANT AS WNOICATED OW RO MAP
FOSOTICOSTIO PANEL B13 OF TOL, EIFECTNE GATE SEPTEMBER 25, 2008,

17. WE UMITS OF JURISDICTORAL VETLANS VERE, OELNEATED BY CHRISTOPHER 5.
ALBERT OF JONES & ENGNEERS, INS, DURING JUNE, 2013.
ARE 8/6" (RON RODS WITH ALUMINUM CAPS MARKED "JONES

AS, MONUMENTS SET c
IAM NH." AS. SHOWN.
Or nouunas CTE & BEACH ENGINEERS BOUNDARY DO NOT DSTURS STRATHAM, N.

AND AS 08 UNADJUSTED 48. ALL

OKs permeo N SECON 42 OF |

WIS SURVEY CONFORMS TO A CATEGORY 1 CONDITION 1 SURVEY AS DEFINED IN
SECTION 4.7 OF THE NHLS.A ETHICS AND STANOARDS.

LOT AREAS
MAP E, LOT 268
230.728 SQ. FT. OR $.90 ACRES

OWNERS OF RECORD
MAP E LOT 250

270 AMMEAST STREET. LLC
174 COLONY PLACE
PLYMOUTH, MA 02360

AMHERST SIREET NH ROUTE 101A
IABLE WITH 3IGHT OF Wa

DAVID M. COLLIER, LLS 892
ON BEHALF

OF JONES & BEACH ENGINEERS, INC.

hfale AMHERST STREET PROJECT PARCEL
CITY OF NASHUA, NH
DATE: 229 MAIN STREET MAP 6, LOT 268

NASHUA, NH 05060

[ Braff OMT
‘Ghacked: BMC} Seale: AS NOTED}
Drawing Name: 101

Project No.: 70189

F:\bund Projects 2\40189-NASHUA~ AMH

THiS PLAN SHALL NOT BE MODIFIED WITHOUT ¥AAITIEN
PERMISSION FROM JONES & BEACH ENGINEERS, INC. (JBE]
ANY ALTERATIONS, AUTHORIZED OA OTHERWISE. SHALL BE
AT THE USE®'S SOUE FISK AND WITHOUT LIABILITY TO JBE.

Jd R Jones & Beach Engineers, Inc.

wi neori ; (009-772-4746
Civil Engineering Services englcg
E-MAIL: JE@JONESANDBEACH.COM

85 Portamoul Ave.
PO Box 219
Stratham, NH 03885

REVISION

STREET DISCONTINUANCE & LOT LINE ADJUSTMENT DRAWING No
Survey & Plat: HERST a AIGHT OF WAY.
. wae mei
Project AMHERST STREET, ROUTE 1ot 101 A,NASHUA, NH LLA
Owner ' BO EMCOLONY PLAGE BowANstneey SHEET 10F 1
's of Record: enone TA. NH DSG00 JOE PAQECT NO. 10189

13.

14.

15.

16.

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 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.

GC 8 of 12

17.

18.

19.

20.

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.

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

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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 mghts 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 employees from any claim or
action seeking to impose liability, costs, and attorney fees incurred as a result of or in
connection with any claim, whether rightful or otherwise, that any material prepared by or
supplied to 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 right, in order to avoid such claims or actions, to
substitute at its expense non-infringing materials, concepts, products, or processes, or to
modify such infringing materials, concepts, products, or processes so they become non-
infringing, or to obtain the necessary licenses to use the infringing materials, concepts,
products, or processes, provided that such substituted or modified materials, concepts,

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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 Board of
Public Works 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 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

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