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10.

11.

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:

> 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.

GC 6 of 12

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
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.

GC 7 of 12

13.

14.

15

16.

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.

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.

GC 8 of 12

17.

18.

19.

20.

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

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

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

GC 9 of 12

21.

22.

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,
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

GC 10 of 12

23.

24.

25.

26.

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
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.

GC 11 of 12

27.

28.

29.

30.

31.

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 rights 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 Hillsborough County (New Hampshire) Superior Court Southern
Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 12 of 12

THIS FORM MUST BE SUBMITTED WITH ALL RESPONSES TO THIS RFP

BID FORM

PROJECT IDENTIFICATION: SCRAP METAL RECYCLING PROGRAM

CONTRACT IDENTIFICATION AND NUMBER: REP1058-030421

THIS BID IS SUBMITTED TO: City of Nashua, New Hampshire
Purchasing Department
229 Main Street, City Hall
Nashua, NH 03061-2019

1, The undersigned Vendor proposes and agrees, if this proposal is accepted, to enter into an agreement
with the City in the form included in the RFP Documents to perform all Work as specified or indicated
in the RFP Documents for the prices and within the times indicated in this proposal and in accordance
with the other terms and conditions of the RFP Documents.

2. The Vendor accepts all of the terms and conditions of the Advertisement or Request for Proposals and
Instructions for Bidders, including without limitation those dealing with the disposition of Security. The
proposal will remain subject to acceptance for ninety 90 days after the day of proposal opening, or for
such longer period of time that Vendor may agree to in writing upon request of the City.

3. In submitting this proposal, Vendor represents, as set forth in the Agreement, that:

A. Vendor has examined and carefully studied the RFP Documents and the following Addenda,
receipt of all which is hereby acknowledged.

Addendum No. Addendum Date

B. Vendor has visited the Site and become familiar with and is satisfied as to the general, local
and site conditions that may affect cost, progress, and performance of the work.

BF-1o0f7

getting as many people on to health insurance as possible. Representative LeBrun didn’t mention House Bill
124, which was held over from last year. That I’m pleased to report came out of the Ways and Means committee
with a 22-1 on to passed as amended. That will be taken up on the first Wednesday in January.

President McCarthy

And that’s the reduction of aircraft registration?

Representative Jack

Yes, that’s the aircraft registration bill.

President McCarthy

Our lone success story from last term | think.

Alderman-Elect Laws

I’m considered Board of Alderman-Elect and I’m here to listen and hear what the state and the city has to say.

Representative Schmidt, Ward 1

I’m Representative Jan Schmidt from Ward 1 and my committee up in Concord is Labor. | have quite a few bills
in with my name on them, but! don’t think anything is going to impact the city itself, although | have looked
through most of the bills that have been flipped. There are some really interesting bills there that are going to
affect the city. I’d really like to work with everyone here to make sure that they don’t impact us in a bad manner.

Representative Mangipudi, Ward 8

I’m State Rep from Ward 8, Latha Mangipudi. My focus — I’m really excited to say that one of the first bills that |
ever introduced by myself passed. That was the Rotary license plate, and it’s a special kind of plate that has a
decal on it and Rotary District 7870 was the first one to get the decal approved. So it’s in law and it’s a special
plate. The state gets all the funding; the extra $15.00 that people have to pay to get that special license plate.
And they put the decal on it so it’s a specialty plate. So I’m happy about that. And my other focus has been local,
in terms of culture and art exchange. Last year, after the Sister City initiative passed, there were five people that
went from Nashua to Mysore, and there was a team that came from India on integrative medicine and yoga, and
the Indian government has shown a great deal of interest in starting a Center for Excellence here in Nashua,
which means the partnership — and I’m trying to figure out who is going to put the first dollar down. So I’m not
going anywhere. I’m going to stay here and work hard to make that happen. Especially the focus is on Heal the
Hurt for the pain management and substance use disorder population, to build resiliency and sustainable cost-
effective alternatives in building the mental health resiliency. Other same area is increasing your mental health
and well-being and resiliency in schools. I’ve been talking with Superintendents and also, again, Mysore Yoga
Center and NIMHNS (Nashua Institute of Mental Health and Neurosciences) are very interested in having a
collaborative work. This is in the works. So a lot of work, a lot of phone calls, a lot of driving around.

Alderman Wilshire

| chair the Human Affairs committee. | think my focus over the last 18 years on the board has been to work to
help the nonprofits in the city provide services to those at risk in our community. | also am the liaison to the
Police department. | like to make sure that our streets are safe and that we continue to support the needs of our
public service members — police, fire, especially with the opioid epidemic out there. Our community has really
stepped up and done some really great things.

President McCarthy

Brian McCarthy, the President of the board. | think a lot of my focus, at least, with respect to discussions with the
State, has been on the general financial well-being in the city and things like the retirement system, as well as

THIS FORM MUST BE SUBMITTED WITHALL RESPONSES TO THIS RFP

C. Vendor is familiar with and is satisfied as to all federal, state and local Laws and Regulations
that may affect cost, progress and performance of the Work.

D. Vendor has obtained and carefully studied (or assumes responsibility for having done so) all
additional or supplementary examinations, investigations, explorations, tests, studies and
data concerning conditions (surface, subsurface and Underground Facilities) at or contiguous
to the Site which may affect cost, progress, or performance of the Work or which relate to
any aspect of the means, methods, techniques, sequences, and procedures of construction to
be employed by Vendor, and safety precautions and programs incident thereto.

E. Vendor does not consider that any further examinations, investigations, explorations, tests,
studies, or data are necessary for the determination of this bid for performance of the Work
at the price(s) bid and within the times and in accordance with the other terms and

conditions of the RFP Documents.

F. Vendor is aware of the general nature of work to be performed by the City and others at the
Site that relates to the Work as indicated in the RFP Documents.

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

Documents.

H. Vendor has given written notice of all conflicts, errors, ambiguities, or discrepancies that
Vendor has discovered in the RFP Documents, and the written resolution thereof by the City

is acceptable to Vendor.

|. The RFP Documents are generally sufficient to indicate and convey understanding of all terms
and conditions for performance of the Work for which the proposals submitted.

Vendor further represents that this proposal is genuine and not made in the interest of or on behalf
of any undisclosed individual or entity and is not submitted in conformity with any agreement or
rules of any group, association, organization or corporation; Vendor has not directly or indirectly
induced or solicited any other Vendor to submit a false or sham proposal; Vendor has not solicited or
induced any individual or entity to refrain from bidding; and has not sought by collusion to obtain for
itself any advantage over any other Vendor or over the City .

BF -2of7