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

5. CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be
performed, either increasing or decreasing the scope, character, or cost of General Contractor's
performance under the contract. General 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 General Contractor should proceed with any or all of the
proposed change. If the change causes an increase or a decrease in General 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 General Contractor for
adjustment under this clause shall be asserted in writing within 30 days of the date the City of
Nashua notified General Contractor of the change.

When General Contractor seeks changes, General 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 General Contractor should proceed with any or all of the proposed change.

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

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with General Contractor in the performance of its work under this contract and that such personnel
will be available to General 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 General 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 General Contractor
also agree to attend all meetings called by the City of Nashua or General Contractor to discuss
the work under the Contract, and that General Contractor may elect to conduct and record such
meetings and shail later distribute prepared minutes of the meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DiSCREPANCIES General
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 General
Contractor. All future questions General 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 General
Contractor's question or position. The City of Nashua representative shall render a

GC 4of 11

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 General
Contractor prior to having received the City of Nashua’s resolution shall be at General
Contractor's risk and expense. At all times, General 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. General 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 General Contractor 10 day’s written notice of its intent to do so.

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

Upon receipt of notice of termination, abandonment, or suspension at will, General 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.

NO

In the event of a termination, abandonment, or suspension at will, General Contractor shall receive
all amounts due and not previously paid to General 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 General Contractor in the event of a failure by General 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. Professional Engineer shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination.
General Contractor may terminate the contract on 10 calendar days written notice if, through no
fault of General Contractor, the City of Nashua fails to pay General 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, General 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.

GC 5 of 11

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, General Contractor shall receive all amounts due and
not previously paid to General 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 General Contractor's failure. General 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 General Contractor until such time as the exact amount of
damages due to the City of Nashua is determined. All claims for payment by the General
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 General 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 General 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 General Contractor such that General 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 General Contractor shall cease conducting business, the City of Nashua
shall have the right to solicit applications for employment from any employee of the General
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 Professional Engineer's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
General 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 General Contractor Representative.
At all times, General 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

GC 6 of 11

10.

11.

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 Professional Engineer for damages because of
hindrances or delays in the progress of the work from any cause, and General Contractor
agrees to accept in full satisfaction of such hindrances and delays any extension of time that the
City of Nashua may provide.

INSURANCE General 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;

¥

$1,000,000 Profession Liability;
and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

ES Su

General 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 General Contractor are intended to and shall not in any manner limit or qualify
the liabilities and obligations assumed by Professional Engineer under this contract. The
City of Nashua shall not maintain any insurance on behalf of General Contractor.
Subcontractors are subject to the same insurance requirements as General Contractor and it shall
be the Professional Engineer’s responsibility to ensure compliance of this requirement.

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

licensed by the State of New Hampshire. General Liability and Auto Liability policies must
Dame. the City of Nashua _as_an additional insured and reflect on the certificate of

insurance. General 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 shail 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, General 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 Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Engineer is encouraged to purchase such additional
insurance, as it deems necessary.

GC 7 of 11

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.

General 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
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer.

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

13.

agrees to indemnify and shall defend and hold harmless the City of Nashua, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any manner
caused, occasioned, or contributed to in whole or in part by reason of any negligent act, omission,
or fault or willful misconduct, whether active or passive, of General 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. General Contractor’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.

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

Nothing in this contract shall be construed to provide General 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 General 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 General Contractor. General Contractor shall have no claim of any sort to the unexpended
funds.

14. COMPENSATION Review by the City of Nashua of General Contractor's submitted monthly invoice

15.

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 General Contractor to
submit additional information. Unless the City of Nashua, in its sole discretion, decides
otherwise, the City of Nashua shall pay General Contractor in full within 30 days of approval
of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS General 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. General
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.

GC 8 of 11

16.

17.

18.

19.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, General Contractor agrees to the following terms. General 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. General 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, Professional Engineer'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.

General 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 General Contractor under this contract.

In connection with the performance of work under this contract, General 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.

General 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 General Contractor shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING General 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 General 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.

GC 9 of 11

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

21.

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 General
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 General
Contractor's expense, by Professional Engineer to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to General Contractor, any books, reports, studies, photographs, negatives or
other documents, data, drawings or other matenals including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to General
Contractor in the performance of its obligations under this contract must be retained by
General 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 General Contractor shall promptly remit and deliver the
materials, at General Contractor's expense, to the City of Nashua. General Contractor shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance
of General Contractor's obligations under this contract without the prior written consent of the
City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS General Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by General
Contractor (including those remitted to the City of Nashua by General 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 General 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 General Contractor. The City of Nashua shall have the right to reproduce any
such materials. Notwithstanding any provision to the contrary contained in this Agreement,
General Contractor shall retain sole ownership to its preexisting information including but not
limited to computer programs, software, standard details, figures, templates and specifications to
the extent that General Contractor identifies each element of ail such information to the City of
Nashua simultaneously with the provision of the same

General Contractor expressly and indefinitely waives all of its rights 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. General 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 General Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by General Contractor infringes any patent.

General 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

GC 10 of 11

23.

24,

25.

26.

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, General 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 Genera] Contractor in writing that the whole of the work was completed
on the date indicated in the notice or provide General Contractor with a written list of work not
completed. With respect to work listed by the City of Nashua as incomplete, General 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 General 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. General 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 General 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.
General 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 General Contractor. If any such interest comes to the attention of General
Contractor at any time, a full and complete disclosure of the interest shall be immediately made in
writing to the City of Nashua. General 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. General
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 General Contractor (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a cnme 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, General Contractor shall refund to the City of Nashua any profits realized under this
contract, and General 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 11

27.

28.

29.

30.

31.

General Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by General 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 General 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 General 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 General 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.

Renovations to Aldermanic Chamber in

Nashua City Hall
IF80745-120219

229 iain Street
Nashua, NH 03061

Nashua Purchasing Department

229 Main Street
Nashua, NH 03061

SS GATE C4

General Contractor

D.L. King & Associates, Inc.
27 Tanglewood Drive
Nashua, NH 03062
603-883-5880

& Aeseciates, iae.