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B\ THE CITY OF NASHUA ‘The Gate City’

Financial Services

Purchasing Department

July 28, 2016
Memo #17-019

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: | DW HIGHWAY VEHICLE DETECTION FROM POISSON AVE TO GRAHAM DRIVE
(VALUE: $69,700)
DEPARTMENT: 160 ADMIN & ENGINEERING; FUND: TRUST
ACTIVITY: 55 — OTHER SERVICES $51,300
DEPARTMENT: 161 STREET; FUND: GENERAL
ACTIVITY: PAVING OF $18,400

Please see the attached communication from Wayne R. Husband, P.E., Senior Traffic Engineer dated
July 28, 2016 for the information related to this purchase.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shail be
purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The Senior Traffic Engineer, Board of Public Works (6/26/2016 Meeting) and the Purchasing Department
recommend the award of this contract in an amount of $69,700 to Electric Light Company of Cape
Neddick, ME.

Respectiully,
a 7
LOE

GE Kooken

Purchasing Manager

Ce: W Husband L Fauteux

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229 Main Street * Nashua, New Hampshire 03061 ¢ Phone (603) 589-3330 « Fax (603) 589-3344 |

To:

From:

Re:

D. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: July 26, 2016
a

Wayne R. HuSband, P.E., Senior Traffic Engineer
Public Works Division Administration

DW Highway Vehicle Detection from Poisson Ave to Graham Drive

To approve the use of the DW Hwy/Spitbrook Road Transportation Improvement funds
for a contract with Electric Light Company from Cape Neddick Maine to install new
vehicle detection (mostly video detection). Funding through the DW Hwy/Spitbrook
Road Transportation Improvement funds: Department: 160 Admin & Engineering; Fund:
Trust; Activity: 55 Other Services in the amount of $51,300 and through Department 161
Street; Fund: General; Activity: Paving of $18,400, for a total contract award of $69,700.

The existing underground vehicle detection loops along DW Highway between Poisson
Ave and Graham Drive will be damaged during the milling operations prior to the
completion of the Paving program work that is schedule for late summer and early fall of
this year. The vehicle detection will need to be replaced with new detection. The plan is
to install new above ground video detection on the mast arms at each of the signal
locations in this project area. Above ground detection avoids many of the impacts
associated with construction activity, utility work, pot holes and routine maintenance
activities in the roadway.

The project was advertised on June 16, 2016. Three traffic signal contractors submitted
bids on July 11, 2016. The bids were as follows,

Company Amount Bid
Electric Light Company $69,700.00
Cape Neddick Maine

Pine Ridge Technologies $103,717.00
Wakefield, Mass

East Coast Signals, Inc. $134,900.06
Deerfield, NH

- The bids were reviewed, and it was recommended the contract be awarded to Electric

Light Company from Cape Neddick, Maine as the qualified low bidder. They have done
reputable work over the last several years for the City of Nashua on several similar traffic
signal improvement projects.

CONTRACT FOR SERVICE PROVIDER

2016 DW HIGHWAY VEHICLE DETECTION PROJECT
IFB0970-071116

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

ELECTRIC LIGHT COMPANY, INC
and its successors, transferees and assignees (together “Service Provider”)
NAME AND TITLE OF SERVICE PROVIDER

ONE MORGAN WAY
CAPE NEDDICK, ME 03902
ADDRESS OF SERVICE PROVIDER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time to
time requires the services of a Service Provider; and

WHEREAS, it is deemed that the services of a Service Provider herein specified are both necessary and
desirable and in the best interests of the City of Nashua; and

WHEREAS, Service Provider represents they are duly qualified, equipped, staffed, ready, willing and
able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The Service Provider shall complete the work described in the Contract
Documents. The following are by reference incorporated herein and are made part of this contract:

1. This Agreement signed by the City of Nashua and Service Provider, including the General Terms and
Conditions.

Bid Schedule — dtd July 11, 2016;

Scope of Service — dtd January 28, 2016;

Payment/Performance Bond;

Insurance Certificate;

Written change orders or orders for minor changes in the Work issued after execution of this
Agreement; and

7. Fully Executed City of Nashua Purchase Order

AMNRWDY

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which are
not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written change

order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the written change
order or the fully executed City of Nashua Purchase Order shall controt over the terms of the Proposal.

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2. WORK TO BE PERFORMED. Except as otherwise provided in this contract, Service Provider shall furnish
all services, equipment, and materials and shall perform all operations necessary and required to carry out and
perform the work as described in and in accordance with the specifications in the City of Nashua’s request for
proposals and the terms and conditions of the contract.

_ 3. PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work within the time periods
set forth. The time periods may only be altered by the parties by a written agreement to extend the period of
performance or by termination in accordance with the terms of the contract. Service Provider shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City.

4. COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed
Sixty-Nine Thousand Seven Hundred and 00/100 Dollars ($69,700.00)

The Contract Sum shall include all items and services necessary for the proper execution and completion of
the Work.

Unless Service Provider has received a written exemption from the City of Nashua, Service Provider shall
submit an itemized Application for Payment for operations completed in accordance with the values stated in
the Agreement. Such applications shall be supported by such data substantiating the Service Provider’s right
to payment as the City of Nashua may reasonably require. Service Provider shall submit monthly requests for
payment for services performed under this agreement directly to:

City of Nashua
Accounts Payable

PO Box 2019

Nashua, NH 03061-2019
Attn: Wayne Husband

To facilitate the proper and timely payment of applications, the City of Nashua requires that all invoices
contain a valid PURCHASE ORDER NUMBER.

Applications for Payment shall be submitted no later than fifteen (15) days after the end of each month. The
City of Nashua will pay for work satisfactorily completed by Service Provider within thirty (30) days from
the time of final approval by the City of Nashua of the submitted Application for Payment.

5, EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless approved by
the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall
be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid, and
registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: SERVICE PROVIDER REPRESENTATIVE:
Wayne R. Husband, P.E. Ken Miller

Senior Traffic Engineer Electric Light Company Inc.

City of Nashua -Public Works Division One Morgan Way

9 Riverside Street Cape Neddick, ME 03902

Nashua, NH 03062

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail. The
City of Nashua or Service Provider may change the address or representative by giving written notice to the
other party.

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Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: March 23, 2022

Re: Multi-Year Contract Award — ARPA Funding Management Consulting

Pursuant to NRO: § 5-74/B: A contract that extends from the current fiscal year into succeeding

fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the

City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the Click here to enter a date. meeting and as such | am requesting the full
Board of Alderman approve the following contract:

Item: Consulting for advisory of rules/regulations for ARPA funding use.
Value: Not to exceed $200,000
Vendor: iParametrics LLLC of Alpharetta GA
Purchasing Memo#: 22-249 dated March 23, 2022
Contract Term: Through 12/31/2026
Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH. gov
www.NashuaNH. gov

General Terms and Conditions

1. DEFINITIONS. Unless otherwise required by the context, "Service Provider” and its successors,
transferees and assignees (together “Service Provider”) includes any of the Service Provider's consultants, sub
consultants, contractors, and sub-contractors

2. SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’ COMPENSATION COVERAGE. The
parties agree that Service Provider shall have the status of and shall perform all work under this contract as an
independent contractor, maintaining control over all its consultants, sub- consultants, contractors, or sub-
contractors. The only contractual relationship created by this contract is between the City of Nashua and
Service Provider, and nothing in this contract shall create any contractual relationship between the City of
Nashua and Service Provider's consultants, sub consultants, contractors, or sub-contractors. The parties also
agree that Service Provider is not a City of Nashua employee and that there shall be no:

—
.

Withholding of income taxes by the City of Nashua:

. Industrial insurance coverage provided by the City of Nashua;

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

4. Participation or contributions by either the Service Provider or the City of Nashua to the
public employee’s retirement system;

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

6. Unemployment compensation coverage provided by the City of Nashua.

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3. STANDARD OF CARE. Service Provider shall be responsible for the quality, accuracy, timely
completion, and coordination of all work performed under this contract. Service Provider warrants that all
work shall be performed with the degree of skill, care, diligence, and sound practices and judgment that are
normally exercised by recognized firms with respect to services of a similar nature. It shall be the duty of
Service Provider to assure at its own expense that all work is technically sound and in conformance with all
applicable federal, state, and local laws, statutes, regulations, ordinances, orders, or other requirements. In
addition to all other rights which the City of Nashua may have, Service Provider shall, at its own expense
and without additional compensation, re-perform work to correct or revise any deficiencies, omissions, or
errors in the work or the product of the work or which result from Service Provider's failure to perform in
accordance with this standard of care. Any approval by the City of Nashua of any services furnished or used
by Service Provider shall not in any way relieve Service Provider of the responsibility for professional and
technical accuracy and adequacy of its work. City of Nashua review, approval, or acceptance of, or payment
for any of Service Provider's work under this contract shall not operate as a waiver of any of the City of
Nashua's rights or causes of action under this contract, and Service Provider shall be and remain liable in
accordance with the terms of the contract and applicable law. Service Provider shall furnish competent and
skilled personnel to perform the work under this contract.

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

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5, DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.

Service Provider 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 Service Provider. All future questions Service
Provider 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 Service Provider's question or position.

The City of Nashua’s 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 Service Provider prior to having received the City of Nashua's resolution shall be at
Service Provider's risk and expense. At all times, Service Provider 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. Service Provider is responsible for requesting clarification or interpretation and is solely
liable for any cost or expense arising from its failure to do so.

6. 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

Service Provider 10 day’s written notice of its intent to do so.

‘Tf 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 that part of the project and contract.

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

1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City of Nashua with a list of all unperformed services.
3. Place no further orders or sub-contracts for materials, services, or facilities, other than as may
, be necessary or required for completion of such portion of work under the contract that is not
terminated.
4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to

the City of Nashua of all orders or sub contracts to the extent they relate to the performance
of work terminated, abandoned, or suspended under the notice, assign to the City of Nashua
any orders or sub contracts specified in the notice, and revoke agreements specified in the
notice.

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

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

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

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

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

4, Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the City

of Nashua of all orders or sub contracts to the extent they relate to the performance of work terminated,
abandoned, or suspended under the notice, assign to the City of Nashua any orders or sub contracts specified
in the notice, and revoke agreements specified in the notice.

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

In the event of a termination for cause, Service Provider shall receive all amounts due and not previously paid
to Service Provider 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 Service Provider's failure. Service Provider 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 Service Provider until such time as the exact amount of damages due to the City
of Nashua is determined. All claims for payment by the Service Provider 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 Service Provider 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 Service Provider 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 Service Provider such that
Service Provider receives total compensation in the same amount as it would have received in the event of a
termination-at-will.

Cc. 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.
Upon termination of the contract or in the event Service Provider shall cease conducting business, the City of
Nashua shall have the right to solicit applications for employment from any employee of the Service Provider
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 Service
Provider's principals, officers, employees, agents, sub-contractors, sub consultants, vendors, or "Suppliers are
expressly recognized to be within Service Provider's control.

7. 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 Service Provider Representative. At all times, Service Provider shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or determination or
direction of the City of Nashua. If the parties are unable to resolve their dispute as described above within 30
days, the parties may request that the dispute be submitted to the Board of Public Works for resolution. If the
parties are dissatisfied with the decision of the Board of Public Works, the parties’ reserve the right to pursue
any available legal and/or equitable remedies for any breaches of this contract except as that right may be
limited by the terms of this contract.

8. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment, compensation, or
adjustment of any kind shall be made to Service Provider for damages because of hindrances or delays in the

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progress of the work from any cause, and Service Provider agrees to accept in full satisfaction of such
hindrances and delays any extension of time that the City of Nashua may provide.

9. INSURANCE. Service Provider 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;

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

> Workers’ Compensation Coverage in compliance with the State of NH Statutes,
$100,000/$500,000/$ 100,000.

Service Provider 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 Service
Provider are intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by
- Service Provider under the contract. The City of Nashua shall not maintain any insurance on behalf of
Service Provider. Subcontractors are subject to the same insurance requirements as the Service Provider and it
shall be the Service Provider’s responsibility to ensure compliance of this requirement. Service Provider 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 (10) calendar days after the City of Nashua issues the
notice of award. The City of Nashua requires thirty (30) days written notice of cancellation or material change
in coverage. The certificates and endorsements for each insurance policy are to be signed by a person
authorized by the insurer and who is licensed by the State of New Hampshire. Certificates must name
the City of Nashua as an additional insured on General Liability, and Auto Liability policies. Service
Provider is responsible for filing updated Certificates of Insurance with the City of Nashua’s Risk
Management Department during the life of the contract. The certificate should be mailed to:

Risk Management

City of Nashua

229 Main Street

Nashua, NH 03060-2019

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, Service

Provider 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 Service Provider of its responsibilities or limit
the amount of its liability to the City of Nashua or other persons, and Service Provider 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.

> Service Provider 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 Service Provider or anyone

employed, directed, or supervised by Service Provider.

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10. INDEMNIFICATION. Regardless of the coverage provided by any insurance, Service Provider 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, attorneys' fees, costs
and expenses of any kind or nature to the extent 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 Service
Provider or of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Service Provider'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.

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11. 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 Service Provider 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 Service Provider
shall automatically revert to the City of Nashua’s discretionary control upon the completion, termination, or
cancellation of the agreement. The City of Nashua shal! not have any obligation to re-award or to provide, in
any manner, the unexpended funds to Service Provider. Service Provider shall have no claim of any sort to the
unexpended funds.

12, COMPLIANCE WITH APPLICABLE LAWS. Service Provider, 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 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.

13. NONDISCRIMINATION. In connection with the performance of work under this contract, Service
Provider agrees not to discriminate against any employee or applicant for employment because of race,
religion, 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.

14, SERVICE PROVIDER ENDORSEMENT. Service Provider shall sign, seal, and/or stamp as appropriate
any necessary documents as required under the laws of the State of New Hampshire.

15, ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Service Provider 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.

16. CITY OF NASHUA INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of Service Provider related to this contract shall be subject to inspection,
examination and audit by the City of Nashua.

17. TAXES. Service Provider 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. Service Provider
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.

18. 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.

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