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6. INSURANCE REQUIREMENTS AND INDEMNIFICATION

Contractor shall carry and maintain in effect during the performance of services under
this Agreement:

° General liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;

° Motor Vehicle Liability: $1,000,000Combined Single Limit;

*Cov i all ow -QoW i vehi

° Workers' Compensation Coverage in compliance with the State of NH Statutes,

$100,000/$500,000/$ 100,000.

° Contractor and subcontractors at every tier will fully comply with NH RSA
Chapter 281- A, "Workers' Compensation".

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

The parties agree that Contractor shall have the status of and shall perform all work under
this Agreement as an independent contractor, maintaining control over all its
consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this Agreement is between the City and Contractor, and nothing
in this Agreement shall create any contractual relationship between the City and
Contractor's consultants, sub consultants, contractors, or subcont ractors. The parties
also agree that Contractor is not a City employee and that there shall be no:

1. Withholding of income taxes by the City:

2. Industrial insurance coverage provided by the Cit y;

3. Participation in group insurance plans which may be available to employees of the
City;

4. Participation or contributions by either the independent contractor or the City to
the public employee's retirement system;

5. Accumulation of vacation leave or sick leave provided by the City;

6. Unemployment compensation coverage provided by the City.

Contractor will provide the City with certificates of insurance for coverage as listed below

and endorsements affecting coverage required by this Agreement within ten calendar days

after the City issues the notice of award. The City of Nashua requires thirty days written

notice of cancellation or material change in coverage. The certificates and endorsements for

each insurance policy must be signed by a person authorized by the insurer and who is

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

insurance. Contractor is responsible for filing updated certificates of insurance with the

City of Nashua’'s Risk Management Department during the life of this Agreement.

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, 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 Contractor of its responsibilities
or limit the amount of its liability to the City or other persons, and 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.

Contractor is responsible for and required to remedy all damage or loss to any property,
including property of the City, caused in whole or part by Contractor or anyone
employed, directed, or supervised by Contract or.

Regardless of any coverage provided by any insurance, Contractor agrees to indemnify
and shall defend and hold harmless the City, 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 Contractor or of anyone acting under its direction or control or on its behalf in
connection with or incidental to the performance of this Agreement. 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.

7. ADDITIONAL AGREEMENT TERMS & CONDITIONS

A. Access to Records
The Contractor shall maintain, and the City and its duly authorized representatives
shall have access to the books, documents, papers, and records of the Contractor
which are directly pertinent to this Agreement for the purpose of making audit,
examination, excerpts, and transcripts for a period of three (3) years after final payment.
Costofcopies of applicable records are reimbursable by the City. However, if any audit,
claim, or litigation is started before the expiration of the three (3) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have
been resolved. The Contractor will permit the City to inspect/audit all records and
financial data involved in the operation of this Agreement during the regular business
hours maintained by the Contractor, and at such other times upon one (1) day's written
notice.

B. Audits
(a) The City, either directly or through a designated representative, may conduct
financial and performance audits of the billings and services specified in this
Agreement at anytime in the course of this Agreement and during the three {3) year
period established by section 6A, Access to Records. Audits willbe conducted in
accordance with generally accepted auditing standards as promulgated in Government
Auditing Standards by the Comptroller General of the United States General
Accounting Office.

(b) If an audit discloses that payments to the Contractor were in excess of the amount to
which the Contractor was entitled, then the Contractor shall repay the amount of the
excess to the City.

(c) If the service is not effective in accordance with Government Auditing Standards, the
City of Nashua may pursue remedies provided under section 5, Early Termination of
Agreement Remedies.

C. Effective Date and Duration

Even if the Agreement has expired, the City retains the right to enforce this Agreement in
regards to Access to records and with respect to any default or defect in performance that
has not been cured.

D. Early Termination of Agreement
(a) The City of Nashua and the Contractor, by mutual written agreement, may terminate
the Agreement at any time.

(b) The City of Nashua, on thirty {30) days written notice to the Contractor, may
terminate for any reason deemed appropriate in its sole discretion.

(c) Either the City or Contractor may terminate this Agreement in an event of a breach
of this Agreement by the other. Prior to such termination, however, the party seeking the
termination shall give to the other party written notice of the breach and of the party's
intent to terminate. If the party has not entirely cured the breach within fifteen {15)
days of the notice, then the party giving the notice may terminate this Agreement at any
time thereafter by giving a written notice of termination.

The City and the Contractor agree to adhere to the FTA clause identified as Termination
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U.S.C Part 18 Circular 4220.1F identified in this Agreement.

E. TERMINATION

The Contractor shall be entitled to its compensation for advertising sold pursuant to the
Agreement up to the time of termination. The Contractor shall submit its accounting to the
City for the amount of money Contractor is claiming it is entitled to through the date of
termination. Unless otherwise agreed by the parties, Contractor shall cease all sales efforts
immediately upon receipt of a termination notice or upon termination, whichever is first. All
advertising on and in City property at the time of the notice of termination and at termination
will continue to remain in place through the expiration of the terms of the applicable
Advertising Contracts.

F. Payment on Early Termination

(a) In the event of termination under subsection D(a) or D(b) Early Termination of
Agreement hereof, the City of Nashua shall compensate the Contractor for work
performed in accordance with this Agreement prior to the termination date.

(b) Inthe event of termination under subsection D(c), Early Termination of
Agreement hereof, by the Contractor due to a breach by the City of Nashua, then the
City of Nashua shall compensate the Contractor as provided in subsection (a) of this
section.

(c) Inthe event of termination under subsection D(c), Early Termination of
Agreement hereof, by the City of Nashua due to a breach by the Contractor, then the
City of Nashua shall pay the Contractor as provided in subsection (a) of this section,
subject to set off of excess costs, as provided for in subsection 7(a), Remedies.

G. Remedies

(a) In the event of termination under subsection D(c), Early Termination of Agreement,
a breach by the Contractor, then the City of Nashua may complete the work either itself,
by agreement with another contractor or by a combination thereof. In the event the cost of

completing the work exceeds the remaining unpaid total revenue of the total compensation
provided under this Agreement, then the Contractor shall pay the City of Nashua the
amount of the reasonable excess.

(b) The remedies provided to the City of Nashua under section D, Early Termination
of Agreement and section F, Remedies for a breach by the Contractor shall not be
exclusive. The City of Nashua also shall be entitled to any other equitable and legal
remedies that are available.

(c) In the event of breach of this Agreement by the City of Nashua, then the Contract or' s
remedy shall be limited to termination of this Agreement and receipt of payment in
subsection D(c), Early Termination of Agreement and subsection E(b), Payment of
Early Termination hereof.

H. Subcontracts and Assignment

Contractor shall not subcontract, assign or transfer any of the work scheduled under
this Agreement, without the prior written consent of the City. Notwithstanding City
approval of a subcontractor, the Contractor shall remain obligated for full performance
hereunder, and the City shall incur no obligation other than its obligations to the
Contractor hereunder. The Contractor agrees that if subcontractors are employed in the
performance of this Agreement, the Contractor and its subcontractors are subject to
the requirements of the State of New Hampshire, Workers’ Compensation.

L Nondiscrimination

Contractor agrees to comply with all applicable requirements of federal and state civil
rights and rehabilitation statutes, rules and regulations. Contractor shall also comply
with the Americans with Disabilities Act of 1990 and all its regulations and
administrative rules established pursuant to those laws.

J. Successors in Interest
The provisions of this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, and their respective successors and approved assigns.

K. Severability

The parties agree that if any term or provision of this Agreement is declared by a court
of competent jurisdiction to be illegal or in conflict with any law, the validity of the
remaining terms and provisions shall not be affected, and the rights and obligations of
the parties shall be construed and enforced as if this Agreement did not contain the
particular term or provision held to be invalid.

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L. Waiver
The failure of the City to enforce any provision of this Agreement shall not constitute a
waiver by the City of that or any other provision.

M. _ Errors

The Contractor shall perform such additional work as may be necessary to correct errors
in the work required under this Agreement without undue delays and without additional
cost.

N. Recycled Products

To the maximum extent economically feasible, Contractor shall make good faith
efforts to use recycled products in connection with its performance of work under this
Agreement.

oO. Governing Law, Venue and Consent to Jurisdiction

The provisions of this Agreement shall be construed in accordance with the provisions of
the laws of the State of New Hampshire, without regard to principles of conflicts of law.
Any action or suits involving any question arising under this Agreement must be must be
brought in the Hillsborough County Courts for the State of New Hampshire; however, if
an acti on or suit must be brought in a federal forum, then unless otherwise prohibited by
law it shall be brought and conducted solely and exclusively within the United States
District Court for the District of New Hampshire. CONTRACTOR, BY EXECUTION OF
THIS AGREEMENT, HEREBY CONSENTS TO THEIN PERSONAM JURISDICTION OF
SAID COURTS.

P. Amendments
The City and the Contractor may amend this Agreement at any time only by written

amendment executed by the City and the Contractor.

Q. Business License
The Contractor shall have in place all related licenses and permits as required by the State
of New Hampshire and City laws.

R. Contribution to Industrial Accident Fund; Withholding Taxes; Payment of
Medical Care to Employees

(a) The Contractor shall pay all contributions or amounts due the Industrial Accident
Fund from Contractor or subcontractor incurred in the performance of this Agreement

(b) the Contractor shall pay to the State of New Hampshire Department of Revenueall
sums withheld from employees pursuant to state law.

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S. Required FTA Clauses

Exhibit A to this Agreement contains required FTA clauses, which contain additional
Agreement terms. If any provisions in Exhibit A conflict with any other provisions in the
Agreement, the most stringent provisions (to benefit the City) shall apply.

T. Advertising Guidelines and Procedures
All advertising materials must be consistent with NTS’s Advertising Guidelines and
Procedures as seen in Exhibit B to this Agreement.

U. Compliance with Applicable Laws

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. Service Provider 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 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.

V. Taxes

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. Contractor hereby indemnifies and holds harmless the City from
any liability on account of any and ail such taxes, levies, duties, assessments, and
deductions.

Ww Non-Waiver of Terms and Conditions

None of the terms and conditions of this contract shall be considered waived by the City.
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 in a written
waiver.

X. Prohibited Interests
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. 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 Service Provider. If any such interest comes to the attention of Contractor at
any time, a full and complete disclosure of the interest shall be immediately made in writing
to the City of Nashua. Service Provider also warrants that it presently has no interest and
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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.
Service Provider 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 Service Provider (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, Service Provider shall refund to the City of Nashua any
profits realized under this contract, and Service Provider 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.

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

Y. Third Party Interests and Liabilities

The City of Nashua and 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 Service Provider.

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IN WITNESS WHEREOF, this Agreement has been executed by

On the day of

,and

by the CITY of Nashuaonthe_ day of , 2020.

ATTEST: Fuel Media Holdings

Signature
Printed Name and Title
Date
ATTEST: City of Nashua
Signature

Printed Name and Title

Date

2020

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Exhibit A- Federal Clauses - Advertising

1. No Federal Government Obligation to Third Parties.

The City and the Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express written
consent by the Federal Government, the Federal Government is not a party to this contract and shall not be
subject to any obligations or liabilities to the City, the Contractor, or any other party (whether or not a party
to that contract) pertaining to any matter resulting from the underlying contract.

The Contractor agrees to include the above clause in each subcontract financed in whole or in part with
Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to
identify the subcontractor who will be subject to its provisions. Incorporate FTA Terms

2. Termination and Suspension.

The City, 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 chooses to terminate, abandon, or suspend all or part of the project,
it shall provide Contractor thirty (30) day's written notice of its intent to do so. If all or part of the project is
suspended for more than ninety (90) days, the suspension shall be treated as a termination at will of all or
that part of the project and contract.

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

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

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

c. 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.

d. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the City
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 any orders or sub contracts
specified in the notice, and revoke agreements specified in the notice.

e. Not resume work after the effective date of a notice of suspension until receipt of a written notice
from the City to resume performance.

In the event of a termination, abandonment, or suspension at will, Contractor shall receive all amounts due
and not previously paid to Contractor for work satisfactorily completed in accordance with the Contract
Documents 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.