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carefully compare this and other information known to the Independent Contractor with the
Contract Documents; and (3) promptly report errors, inconsistencies or omissions discovered to
the City of Nashua.

Within ten (10) days of notification of award, and prior to commencement of work, the
Independent Contractor shall obtain and forward to City of Nashua a Performance Bond and a
Payment Bond representing 100% of the contract work

The Independent Contractor shall supervise and direct the Work, using the Independent
Contractor’s best skill and attention. The Independent Contractor shall be solely responsible for
and have control over construction means, methods, techniques, sequences and procedures, and
for coordinating all portions of the Work.

The Independent Contractor, as soon as practicable after award of the Contract, shall furnish in
writing to the City of Nashua the names of subcontractors: or suppliers for each portion of the
Work. The City of Nashua will promptly reply to the Independent Contractor in writing if, after
due investigation, he has reasonable objection to the spligntractors or suppliers listed.

Unless otherwise provided in the Contract Docurnts, the Independent Contractor shall provide
and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and
services necessary for proper execution and completion of the work.

The Independent Contractor shall deliver, handle, storé and install materials in accordance with
manufacturers’ instructions.

The Independent Contractor warrants ‘to theCity of Nashua that (1) materials and equipment
furnished under the contract will be new and of good quality unless otherwise required or
permitted by the Contract Documents; (2) the Work will be free from defects not inherent in the
quality required or permitted; and (3) the Work will conform to the requirements of the Contract
Documents.

The Independent Contractor shall pay sales, consumer, use and similar taxes that are legally
required when the Contract i is executed.

The Miirendai Contractor shall obtain and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution and completion of the
Work, if applicable. .

The Independent Contractor shall comply with and give notices required by agencies having
jurisdiction over the Work. If the Independent Contractor performs Work knowing it to be
contrary to laws, statutes, ordinances building codes, and rules and regulations without notice to
the City of Nashua, the Independent Contractor shall assume full responsibility for such Work
and shall bear the attributable costs. The Independent Contractor shall promptly notify the City of
Nashua in writing of any known inconsistencies in the Contract Documents with such
governmental laws, rules and regulations.

The Independent Contractor shail promptly review, approve in writing and submit Shop
Drawings, Product Data, Samples and similar submittals required by the Contract Documents.
Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents.

The Independent Contractor shall confine operations at the site to areas permitted by law,
ordinances, permits, the Contract Documents and the City of Nashua.

GC 3 of 13

The Independent Contractor shall be responsible for cutting, fitting or patching required
completing the Work or to make its parts fit together properly.

The Independent Contractor shall keep the premises and surrounding area free from accumulation
of debris and trash related to the Work.

Independent Contractor warrants and guarantees to City of Nashua, for one (1) year, upon
completion of work, that all Work will be in accordance with the Contract Documents and will
not be defective. Independent Contractor warranty and guarantee hereunder excludes defects or
damage caused by:

>» Abuse, modification, or improper maintenance or operation by persons other than
Independent Contractor, subcontractors, suppliers, or any other individual or entity for whom
Independent Contractor is responsible; or

> Normal wear and tear under normal usage.

INDEPENDENT CONTRACTOR STATUS. The parties agree that Independent Contractor 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 subcontractors. The
only contractual relationship created by this contract is between the City of Nashua and
Independent Contractor, and nothing in this contract shall create any contractual relationship
between the City of Nashua and Independent Contractor's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Independent Contractor is not a City of
Nashua employee and that there shall be no:

(1) Withholding of income taxes:by the City of Nashua:

(2) 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 Independent Contractor 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;

(8) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE. Independent Contractor shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Independent Contractor warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Independent Contractor 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,
Independent Contractor 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 Independent Contractor's failure to perform in accordance with
this standard of care. Any approval by the City of Nashua of any products or services furnished
or used by Independent Contractor shall not in any way relieve Independent Contractor 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 Independent Contractor'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 Independent Contractor shall be and remain liable in accordance with the
terms of the contract and applicable law.

GC 4 of 13

Independent Contractor shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel assigned by
Independent Contractor to perform work under this contract. Approved key personnel shall not
be taken off of the project by Independent Contractor without the prior written approval of the
City of Nashua, except in the event of termination of employment. Independent Contractor shall,
if requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

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

CHANGES TO SCOPE OF WORK. The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and-in the services or work to be
performed, either increasing or decreasing the scope; character, : -or cost of Independent
Contractor's performance under the contract. Independent Contractor shall provide to the City of
Nashua within 10 calendar days, a written proposal for accomplishing the change. The proposal
for a change shall provide enough detail, including personnel hours for each sub-task and cost
breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The
City of Nashua will then determine in writing if Independent Contractor should proceed with any
or all of the proposed change. If the change causes an increase or a decrease in Independent
Contractor's cost or time required for performance of the contract as a whole, an equitable
adjustment shall be made and the contract accordingly modified in writing. Any claim of
Independent Contractor for adjustment under this clause shall be asserted in writing within 30
days of the date the City of Nashua notified Independent Contractor of the change.

When Independent Contractor seeks changes, Independent Contractor shall, before any work
commences, estimate their effect on the cost ef the contract and on its schedule and notify the
City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Independent Contractor should prockes with any or all of the proposed change.

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

CITY OF NASHUA COOPERATION. The City of Nashua agrees that its personnel will cooperate
with Independent Contractor in the performance of its work under this contract and that such
personnel will be available to Independent Contractor for consultation at reasonable times and
after being given sufficient advance notice that will prevent conflict with their other
responsibilities. The City of Nashua also agrees to provide Independent Contractor with access to
City of Nashua records in a reasonable time and manner and to schedule items that may require
action the City of Nashua in a timely manner. The City of Nashua and Independent Contractor
also agree to attend all meetings called by the City of Nashua or Independent Contractor to
discuss the work under the Contract, and that Independent Contractor may elect to conduct and
record such meetings and shall later distribute prepared minutes of the meeting to the City of
Nashua.

GC 5 of 13

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
Independent Contractor warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing,
and has concluded that the City of Nashua's resolution of each matter is satisfactory to
Independent Contractor. All future questions Independent Contractor may have concerning
interpretation or clarification of this contract shall be submitted in writing to the City of Nashua
within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis
for Independent Contractor's question or position. The City of Nashua representative shall render
a decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any
work affected by a conflict, error, omission, or discrepancy which has been performed by
Independent Contractor prior to having received the City of Nashua's resolution shall be at
Independent Contractor's risk and expense. At all times, Independent Contractor shall carry on
the work under this contract and maintain and complete work in accordance with the
requirements of the contract or determination of the City of Nashua. Independent Contractor is
responsible for requesting clarification or interpretation . and is solely liable for any cost or
expense arising from its failure to do so.

8. TERMINATION OF CONTRACT

TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Independent Contractor 10 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, Independent
Contractor shall:

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

Place no further orders or subcontracts for materials, services, or facilities, other than as

may be necessary or required for completion of such portion of work under the contract

that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they relate
to the performance of work terminated, abandoned, or suspended under the notice,
assign to the City of Nashua any orders or subcontracts specified in the notice, and
revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a

written notice from the City of Nashua to resume performance.

Ne

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

TERMINATION FOR CAUSE. This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Independent Contractor in the event of a failure by Independent
Contractor to adhere to any or all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress
on the work in a timely and professional manner. Independent Contractor shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination.
Independent Contractor may terminate the contract on 10 calendar days written notice if, through

GC 6 of 13

no fault of Independent Contractor, the City of Nashua fails to pay Independent Contractor for 45
days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Independent Contractor shall:

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

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

Place no further orders or sub-contracts for materiais, 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.

ti) NO Fe

In the event of a termination for cause, Independent Contractor shall receive all amounts due and
not previously paid to Independent Contractor for work satisfactorily completed in accordance
with the contract prior to the date of the notice, less all previous payments. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work. Any
such payment may be adjusted to the extent of any additional costs occasioned to the City of
Nashua by reasons of Independent Contractor's failure. Independent Contractor shall not be
relieved of liability to the City of Nashua for damages sustained from the failure, and the City of
Nashua may withhold any payment to the Independent Contractor until such time as the exact
amount of damages due to the City of Nashua is determined. All claims for payment by the
Independent Contractor must be submitted to the City of Nashua within 30 days of the effective
date of the notice of termination.

If after termination for the failure of Independent Contractor to adhere to any of the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua,
to complete or make sufficient progress on the work in a timely and professional manner, it is
determined that Independent Contractor had not so failed, the termination shall be deemed to
have been a termination at will. In that event, the City of Nashua shall, if necessary, make an
adjustment in the compensation paid to Independent Contractor such that Independent Contractor
Teceives total compensation in the same amount as it would have received in the event of a
termination-at-will.

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.

GC 7 of 13

9.

10.

11.

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 Independent Contractor
Representative. At all times, Independent Contractor shail 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.

NO DAMAGES FOR DELAY. Apart from a written extdinics 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

ageregate;

> $1,000,000 Combined Single Limit Automobile Liability;
~*€overage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession. Liability;
> and Workers'- Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

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

Independent Contractor will provide the City of Nashua with certificates of insurance for
coverage as listed below and endorsements affecting coverage required by the contract 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 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.

GC 8 of 13

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, cuected, or. gupervised by Professional
Engineer. ao

12. INDEMNIFICATION. Regardless of any coverage: provided by any insurance, Independent

13.

14.

15.

Contractor 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 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, 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 yasuine 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 monthly
invoice 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 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 monthly invoice forms and progress reports.

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,

GC 9 of 13

17.

18.

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.
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. »

indep@dent 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 Contraggor 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.

GC 10 of 13

19.

20.

21.

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 Aldermen, 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, 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 nghts 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

GC-9

19.

No
o

21,

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, 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 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. 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.

GC 11 of 13