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may elect to conduct and record such meetings and shall later distribute prepared minutes of the
meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
Professional Engineer 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
Professional Engincer. All future questions Professional Engineer 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 Professional Engineer'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
Professional Engineer prior to having received the City of Nashua's resolution shall be at
Professional Engineer's risk and expense. At all times, Professional Engineer 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. Professional Engineer 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

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 Professional Engineer 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, Professional Engineer
shall:

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

2. 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 ali 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.

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall

receive all amounts due and not previously paid to Professional Engineer for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for

GC 5 of 13

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 Professional Engineer in the event of a failure by
Professional Engineer to adhere to all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, pursue the project or to complete work in
a timely and professional manner. Professional Engineer shall be given an opportunity for
consultation with the City of Nashua prior to the effective date of the termination. Professional
Engineer may terminate the contract on 10 calendar days written notice if, through no fault of
Professional Engineer, the City of Nashua fails to pay Professional Engineer for 30 days after the
date of approval of any submitted invoice forms and progress reports.

In the event of a termination for cause, Professional Engineer shall receive all amounts due and
not previously paid to Professional Engineer 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 of by reasons of Professional Engineer's failure. Professional Engineer shall not be
relieved of liability to the City of Nashua for damages sustained from the failure, and the City of
Nashua of Nashua may withhold any payment to the Professional Engineer until such time as the
exact amount of damages due to the City of Nashua is determined. All claims for payment by
the Professional Engineer 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 Professional Engineer to adhere to all the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of
Nashua, pursue the project or to complete work in a timely and professional manner, it is
determined that Professional Engineer had not so failed, the termination shall be deemed to have
been a termination at will. In that event, the City of Nashua shall make an equitable adjustment
in the compensation paid to Professional Engineer. The adjustment shall include a reasonable
profit for services or other work performed up to the effective date of termination less all
previous payments.

Cc, GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract,
the City of Nashua of Nashua may take over the work and prosecute it to completion by
agreement with another party or otherwise. In the event Professional Engineer shall cease
conducting business, the City of Nashua shall have the right to solicit applications for
employment from any employee of the Professional Engineer assigned to the performance of the
contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or
future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Professional Engineer's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Professional Engineer's control.

GC 6 of 13

9, 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 Professional
Engineer Representative. At all times, Professional Engineer 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 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.

10. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment,
compensation, or adjustment of any kind shall be made to Professional Engineer for damages
because of hindrances or delays in the progress of the work from any cause, and Professional
Engineer agrees to accept in full satisfaction of such hindrances and delays any extension of time
that the City of Nashua may provide.

11. | INSURANCE. Professional Engineer shall carry and maintain in effect during the
performance of services under this contract:

» General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate,
>» $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
» and Workers' Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$ 100,000.

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

Professional Engineer 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

GC 7 of 13

insurance. Professional Engineer is responsible for filing updated certificates of insurance with
the City of Nashua's Risk Management Department during the life of the contract.

= All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

= If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Professional Engineer must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

= The specified insurance requirements do not relieve Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other persons,
and Professional Engineer is encouraged to purchase such additional insurance, as it
deems necessary.

= 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.

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

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional
Engineer 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 Professional Engineer or
of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Professional Engineer’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.

13. 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 Professional Engineer with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract
ihat are not paid to Professional Engineer shali 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 Professional Engineer. Professional Engineer shall have no claim of any
sort to the unexpended funds.

14. COMPENSATION. Review by the City of Nashua of Professional Engineer'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 Professional
Engineer to submit additional information. Unless the City of Nashua, in its sole discretion,

GC 8 of 13

decides otherwise, the City of Nashua shall pay Professional Engineer in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

15. COMPLIANCE WITH APPLICABLE LAWS. Professional Engineer, 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. Professional
Engineer 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.

16. | NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Professional Engineer agrees to the following terms.
Professional Engineer 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. Professional Engineer agrees to take affirmative action to
employ, advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including
but not limited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff, termination, rates of pay, or other forms of compensation and selection for
training, including apprenticeship.

Without limitation of the foregoing, Professional Engineer's attention is directed to 41 C.F.R. §
60-1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated
into this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Professional Engineers and Subcontractor for Disabled Veterans and Veterans of
the Vietnam Era," which, by reference, is incorporated in this contract, and to 41 C.F.R. § 60-471
and the clause entitled "Affirmative Action Obligations of Professional Engineers and
Subcontractors for Handicapped Workers," which, by this reference, is incorporated in this
contract.

Professional Engineer 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 Professional Engineer under this contract.

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

Professional Engineer 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 Professional Engineer shall constitute a material breach of the contract.

GC 9 of 13

17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Professional Engineer awards a
subcontract under this contract, Professional Engineer, if applicable, shall use the following
alternative steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A.

If applicable, Professional Engineer agrees to complete and submit to the City of Nashua a
Minority Business Enterprise/(Woman Business Enterprise (MBE/WBE) Utilization Report
(Standard Form 334) within 30 days after the end of each fiscal quarter until the end of the
contract.

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

19, ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Professional Engineer
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.

20. CITY INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of Professional Engineer 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.

21. | 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 sori (e.g., electronic, magnetic, digital) prepared by or supplied
to Professional Engineer 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 Professional Engineer's expense, by Professional Engineer to the City of Nashua upon
completion, termination, or cancellation of this contract. Alternatively, if the City of Nashua
provides its written approval to Professional Engineer, 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
Professional Engineer in the performance of its obligations under this contract must be retained
by Professional Engineer for a minimum of four years after final payment is made and all other

GC 10 of 13

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 Professional Engineer shall promptly remit and
deliver the materials, at Professional Engineer's expense, to the City of Nashua. Professional
Engineer shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Professional Engineer's obligations under this contract without the
prior written consent of the City of Nashua.

22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Professional Engineer expressly
agrees that all documents ever submitted, filed, or deposited with the City of Nashua by
Professional Engineer (including those remitted to the City of Nashua by Professional Engineer
pursuant to paragraph 21), 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 Professional Engineer 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 Professional Engineer. The City of Nashua shall have the right to reproduce any
such materials.

Professional Engineer 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.
Professional Engineer 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 Professional Engineer infringes any
copyright or that any equipment, material, or process (or any part thereof) specified by
Professional Engineer infringes any patent.

Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute
at its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Professional
Engineer shall notify the City of Nashua in writing of the date of the completion of the work and
request confirmation of the completion from the City of Nashua. Upon receipt of the notice, the
City of Nashua shall confirm to Professional Engineer in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Engineer with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Professional Engineer shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date

GC 11 of 13

upon which the Board of Public Works or other designated official accepts and approves the
notice of completion.

24. TAXES. Professional Engineer 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. Professional Engineer 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. |

25. | 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.

26. RIGHTS AND REMEDIES. The duties and obligations imposed by the contract and the
rights and remedies available under the contract shall be in addition to and not a limitation of any
duties, obligations, rights, and remedies otherwise imposed or available by law.

27. PROHIBITED INTERESTS. Professional Engineer 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. Professional Engineer 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 Professional Engineer. If any such interest comes to the attention
of Professional Engineer at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Professional Engineer also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed
under this contract. Professional Engineer 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 Professional Engineer (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, Professional Engineer shall refund to the City of Nashua any profits realized
under this contract, and Professional Engineer shall be liable to the City of Nashua for any costs
imeurred by the City of Nashua in completing the work described in this contract. At the
discretion of the City of Nashua, these sanctions shaii aiso be applicabie to any such conviction
obtained after the expiration or completion of the contract.

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

GC 12 of 13

PROPOSAL FOR THE CITY OF NASHUA
ARPA ADMINISTRATIVE SERVICES

iu iParametrics @ mcl

" ACCOUNTABILITY KEY CONSIDERATIONS EXPLICIT PURPOSE
Agreed-upon accountability for sed only for stated purposes of the Por 3
¥ "t infatmation secu cient ee : ae oc as directed by the cient a a a

SECURITY CONTROLS

Best of breed security contrals to be used to
protect cHent data when accessed, handled,
transmitted, hosted, ar stored

ROLE SPECIFIC ACCESS
Compaitmentalized and only accessed
by autharized and propery trained
individuals with a need to know

PROTECTED ACCESS

SECURE CLOSECUT oe

Archived or destzayed at the end af the - 4
project, In accordance with governing | | i U

regulation

Password protected with dual factor
authentication and properly marked
as jaquired

SUPPORTING THE CITY’S APPLICANTS

Applicants who lack internet connectivity or the knowledge to submit
a web-based application need not be excluded from the City’s relief
program. While some applicants will be able to complete an application
without assistance from program staff, others will require one-on-one empethize mith arumstance
assistance. Case Managers or Cormmunity Partners will be available at
the program centers, by phone, via web conferencing platforms like DELIVER
Microsoft Teams or Zoom, or at off-site meeting venues like home
visits, public buildings, or community centers to assist the applicant
through the intake process and to answer questions, as needed,

UNDERSTAND

Artive Histening te understand

Beliver accurate, timely responses

Our philosophy for communications with your program applicants is frat eee f
one founded in empathy, seeking first to understand, then to deliver a : ; '
results and solutions. Our Program Manager and Case Managers are
prepared to be responsive within 24 hours of an applicant request and ~—
to be accountable to applicants’ and the prograrn’s needs throughout REGUNY

the program to ensure delivery of the high-quality service that is a rd applicant cammuniéation:
hallmark of our recovery prograrns. The figure to the night outlines our
overarching communications strategy for applicant interaction. E —

No matter how high-quality the services provided are, complaints are a

natural component of executing any recovery program. Our team is

committed to giving each complaint prompt care and attertion, so resolutions are delivered quickly. We will record, track, and
review complaints received to identify and implement solutions for improved program operations and/or communications with the
public by implementing strategies such as creating updated FAQs, simplifying public-facing content, or making additional information
available.

All in-person interaction will follow CDC and local guidance for COVID safety in place at the time, All iParametrics team members
are trained on COVID safety protocols and are subject to follow our company policy regarding workplace health and safety.

PAGE 28

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.

28. THIRD PARTY INTERESTS AND LIABILITIES. The City of Nashua and Professional
Engineer, 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 Professional Engineer.

29, SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties that
by their nature survive termination or completion of this contract shall remain in full force and
effect.

30. SEVERABILITY. In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other
provision, the contract shall be construed as if such invalid or unenforceable provisions were
omitted, and the parties may renegotiate the invalid or unenforceable provisions for sole purpose
of rectifying the invalidity or unenforceability.

31. | MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the
entire contract between the City of Nashua and Professional Engineer. The parties shall not be
bound by or be liable for any statement, representation, promise, inducement, or understanding
of any kind or nature not set forth in this contract. No changes, amendments, or modifications of
any terms or conditions of the contract shall be valid unless reduced to writing and signed by
both parties.

32. | CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws
of the State of New Hampshire and any claim or action brought relating to this contract, the work
performed or contracted to be performed thereunder, or referable in anyway thereto shall be
brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or
in the New Hampshire 9th Circuit Court—Nashua and not elsewhere

GC 13 of 13