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"ARPA ADMINISTRATIVE
| SERVICES
RFP 0359-011922
=| SUBMITTED TO
NASHUA, NH
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GENERAL CONDITIONS
1. DEFINITIONS. Unless otherwise required by the context, "Lighting Contractor”
includes any of the Lighting Contractor's consultants, sub consultants, contractors, and
subcontractors
2, LIGHTING CONTRACTOR STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Lighting Contractor shall have the
status of and shall perform all work under this contract as a Lighting Contractor, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only
contractual relationship created by this contract is between the City and Lighting Contractor, and
nothing in this contract shall create any contractual relationship between the City and Lighting
Contractor's consultants, sub consultants, contractors, or subcontractors. The parties also agree
that Lighting Contractor is not a City employee and that there shall be no:
(1) Withholding of income taxes by the City:
(2) Industrial insurance coverage provided by the City;
(3) Participation in group insurance plans which may be available to employees of
the City;
(4) Participation or contributions by either the Lighting Contractor or the City to
the public employee’s retirement system;
(5) Accumulation of vacation leave or sick leave provided by the City;
(6) Unemployment compensation coverage provided by the City.
Lighting Contractor agrees, if applicable and before commencing any work under the contract, to
complete and to provide the following written request to its insurer:
(Company Name) has entered into a contract with the City of Nashua to perform
work upon receipt of an Executed Contract and a Valid Purchase Order issued from
the City to Final Completion and requests that the Insurer provide to the City of
Nashua 1) a certificate of coverage, and 2) notice of any lapse in coverage or
nonpayment of coverage that the Lighting Contractor is required to maintain. The
certificate and notice should be mailed to:
Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060
3. STANDARD OF CARE. Lighting Contractor shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed ‘under
this contract. Lighting 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 Lighting 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 may have, Lighting
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 Lighting Contractor's failure to perform in accordance with this standard of
GC 3 of 13 ~ (a:
Ss
care. Any approval by the City of any products or services furnished or used by Lighting
Contractor shall not in any way relieve Lighting Contractor of the responsibility for professional
and technical accuracy and adequacy of its work. City review, approval, or acceptance of, or
payment for any of Lighting Contractor's work under this contract shall not operate as a waiver
of any of the City's rights or causes of action under this contract, and Lighting Contractor shall
be and remain liable in accordance with the terms of the contract and applicable law.
Lighting Contractor shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Lighting Contractor
to perform work under this contract. Approved key personnel shall not be taken off of the
project by Lighting Contractor without the prior written approval of the City, except in the event
of termination of employment. Lighting Contractor shall, if requested to do so by the City,
remove from the job any personnel whom the City determines to be incompetent, dishonest, or
uncooperative.
4, Ciry REPRESENTATIVE, The City may designate a City representative for this contract.
If designated, all notices, project materials, requests by Lighting Contractor, and any other
communication about the contract shall be addressed or be delivered to the City Representative.
5. CHANGES TO SCOPE OF WoRK. The City 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 Lighting Contractor's
performance under the contract. Lighting Contractor shall provide to the City 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 to be able to adequately analyze the proposal. The City will then determine in writing if
Lighting Contractor should proceed with any or all of the proposed change. If the change causes
an increase or a decrease in Lighting 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 Lighting Contractor for adjustment under this clause shall be asserted
in writing within 30 days of the date the City notified Lighting Contractor of the change.
When Lighting Contractor seeks changes, Lighting Contractor shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City 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 to be able to
adequately analyze the proposal. The City will then determine in writing if Lighting Contractor
should proceed with any or all of the proposed change.
Except as provided in this paragraph, Lighting Contractor shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
. _City,_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 approval shall not be compensated and is, at the City's election,
sufficient reason for contract termination.
6. CiTyY COOPERATION. The City agrees that its personnel will cooperate with Lighting
Contractor in the performance of its work under this contract and that such personnel will be
available to Lighting Contractor for consultation at reasonable times and after being given
A. &
GC 4 of 13
sufficient advance notice that will prevent conflict with their other responsibilities. The City also
agrees to provide Lighting Contractor with access to City records in a reasonable time and
manner and to schedule items that require action by the Board of Public Works and Finance
Committee in a timely manner, The City and Lighting Contractor also agree to attend all
meetings called by the City or Lighting Contractor to discuss the work under the Contract, and
that Lighting Contractor may elect to conduct and record such meetings and shall later distribute
prepared minutes of the meeting to the City.
7. . JMSCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
Lighting Contractor warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City in writing, and has
concluded that the City's resolution of each matter is satisfactory to Lighting Contractor. All
future questions Lighting Contractor may have concerning interpretation or clarification of this
contract shall be submitted in writing to the City within 10 calendar days of their arising. The
writing shall state clearly and in full detail the basis for Lighting Contractor's question or
position. The City representative shall render a decision within 15 calendar days. The City's
decision on the matter is final. Any work affected by a conflict, error, omission, or discrepancy
which has been performed by Lighting Contractor prior to having received the City's resolution
shall be at Lighting Contractor's risk and expense. At all times, Lighting Contractor shall carry
on the work under this contract and maintain and complete work in accordance with the
requifements of the contract or determination of the City. Lighting Contractor is responsible for
requesting clarification or interpretation and is solely liable for any cost or expense arising from
its failure to do so. oe
8. TERMINATION OF CONTRACT
A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will, If the City chooses to terminate, abandon, or suspend all or part of the project, it
shall provide Lighting Contractor 10 day’s written notice of its intent todo 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, Lighting Contractor
shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City with a list of all unperformed services.
3. 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.
4,._ Immediately—make-every reasonable. effort—to—ebtain- cancellation - upon—terms
satisfactory to the City 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 any orders or subcontracts 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 to resume performance.
GC 5 of 13
In the event of a termination, abandonment, or suspension at will, Lighting Contractor shall
receive all amounts due and not previously paid to Lighting Contractor for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for
work thereafter completed as specified in the notice. No amount shall be allowed or paid for
anticipated profit on unperformed services or other unperformed work.
B. TERMINATION FOR CAUSE. This agreement may be terminated by the City on 10
calendar day's written notice to Lighting Contractor in the event of a failure by Lighting
Contractor to adhere to all the terms and conditions of the contract or for failure to satisfactorily,
in the sole opinion of the City, pursue the project or to complete work in a timely and
professional manner. Lighting Contractor shall be given an opportunity for consultation with the
City prior to the effective date of the termination. Lighting Contractor may terminate the contract
on 10 calendar days written notice if, through no fault of Lighting Contractor, the City fails to
pay Lighting Contractor for 45 days after the date of approval of any submitted invoice forms
and progress reports.
1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City with a list of all unperformed services.
3. 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.
4. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City 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 any orders or subcontracts specified in the notice, and revoke
agrcements 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 to resume performance,
In the event of a termination for cause, Lighting Contractor shall receive all amounts due and not
previously paid to Lighting 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 by reasons
of Lighting Contractor's failure. Lighting Contractor shall not be relieved of liability to the City
for damages sustained from the failure, and the City may withhold any payment to the Lighting
Contractor until such time as the exact amount of damages due to the City is determined. All
claims for payment by the Lighting Contractor must be submitted to the City within 30 days of
the effective date of the notice of termination.
If after termination for the failure of Lighting Contractor to adhere to all the terms and conditions
of the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or
__..____to complete_work_in-a_timely_and -professional_manner, -it-is-determined that Lighting-Contractor
had not so failed, the termination shall be deemed to have been a termination at will. In that
event, the City shall, if necessary, make an adjustment in the compensation paid to Lighting
Contractor such that Lighting Contractor 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 may take over the work and prosecute it to completion by agreement with another party
4.8
GC 6 of 13
or otherwise. In the event Lighting Contractor shall cease conducting business, the City shall
have the right to solicit applications for employment from any employee of the Lighting
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 Lighting Contractor's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within Lighting
Contractor's control.
9. DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shalt
be resolved under this paragraph. 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 Representative and a Lighting
Contractor representative. At all times, Lighting Contractor shall carry on the work under this
contract and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the City. If the dispute is not resolved within 30 days, either party
may request that the dispute be submitted to the Board of Public Works for final resolution. The
decision of the Board of Public Works shall be final and binding on the parties. If either party is
dissatisfied with the decision of the Board of Public Works, that party may immediately
terminate the contract under this paragraph, with Lighting Contractor being entitled to
compensation for work actually and satisfactorily performed up to the time of the termination
and. the City being entitled to all contract materials in accordance with paragraph 21, and
compensation for any additional damages or expenses incurred in completing the work under the
contract, including, without limitation, the costs of securing the services of other Lighting
Contractors.
10. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment,
compensation, or adjustment of any kind shall be made to Lighting Contractor for damages
because of hindrances or delays in the progress of the work from any cause, and Lighting
Contractor agrees to accept in full satisfaction of such hindrances and delays any extension of
time that the City may provide.
11. INSURANCE. Lighting Contractor shall carry and maintain in effect during the
performance of services under this contract:
>» General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
» $1,000,000-Combined-Single-Limit-Automobile. Liability;
*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.
Vv
Lighting 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
GC 7 of 13 \-
limits to be maintained by Lighting Contractor are intended to and shall not in any manner limit
or qualify the liabilities and obligations assumed by Lighting Contractor under this
contract. The City of Nashua shall not maintain any insurance on behalf of Lighting Contractor.
Subcontractors are subject to the same insurance requirements as Lighting Contractor and it shall
be the Lighting Contractor’s responsibility to ensure compliance of this requirement.
Lighting 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 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. Lighting Contractor is responsible for filing updated certificates of insurance with the
City of Nashua's Risk Management Department during the life of the contract.
« All deductibles and self-insured retentions 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,. Lighting 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 Lighting Contractor of its
responsibilities or limit the amount of its liability to the City or other persons, and
Lighting 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.
« Lighting Contractor is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Lighting Contractor
or anyone employed, directed, or supervised by Lighting Contractor.
12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Lighting
Contractor agrees to indemnify and shall defend and hold harmless the City, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits, :
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney's fees, costs and expenses of any kind or nature in any manner
caused, occasioned, or contributed to in whole or in part by reason of any negligent act,
omission, or fault or willful misconduct, whether active or passive, of Lighting 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. Lighting 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.
13. FISCAL CONTINGENCY. All payments under this contract are contingent upon the
availability to the City of the necessary funds. This contract shall terminate and the City's
obligations under it shall be extinguished at the end of any fiscal year in which the City fails to
appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.
4.8
GC B of 13
Nothing in this contract shall be construed to provide Lighting Contractor with a right of
payment over any other entity. Any funds obligated by the City under this contract that are not
paid to Lighting Contractor shall automatically revert to the City’s discretionary control upon the
completion, termination, or cancellation of the agreement. The City shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Lighting
Contractor. Lighting Contractor shall have no claim of any sort to the unexpended funds.
14. COMPENSATION. Review by the City of Lighting Contractor's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City. If
there is insufficient information, the City may require Lighting Contractor to submit additional
information. Unless the City, in its sole discretion, decides otherwise, the City shall pay
Lighting Contractor in full within 30 days of approval of the submitted monthly invoice forms
and progress reports.
15. COMPLIANCE WITH APPLICABLE Laws. Lighting Contractor, at all times, shall fully
and completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Lighting
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 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,. Lighting Contractor agrees to the following terms.
Lighting 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. Lighting 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, Lighting Contractor'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 Lighting Contractors 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 Lighting Contractors and
‘Subcontractors_for-Handicapped—Workers:"-which,-by-this—reference,-is-incorporated-in- this’
contract.
Lighting 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 Lighting Contractor under this contract.
AS
GC 9 of 13
In connection with the performance of work under this contract, Lighting 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.
Lighting 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 Lighting Contractor shall constitute a material breach of the contract.
17, FEDERAL SUBCONTRACTING REQUIREMENTS. If Lighting Contractor awards a
subcontract under this contract, Lighting Contractor, 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, Lighting Contractor agrees to complete and submit to the City 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. Lighting Contractor shall seal and/or stamp and sign professional
documents including drawings, plans, maps, reports, specifications, and other instruments of
service prepared by Lighting Contractor or under its direction as required under the laws of the
State of New Hampshire.
19. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Lighting Contractor
shall not assign, transfer, delegate, or subcontract any rights, obligations, or duties under this
contract without the prior written consent of the City. Any such assignment, transfer, delegation,
or subcontracting without the prior written consent of the City is void. Any consent of the City
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.— -CIT¥Y_INSPEGFION -OF CONTRAGT-MATERIALS:—The-books,- records;- documents--and
accounting procedures and practices of Lighting Contractor related to this contract shall be
subject to inspection, examination and audit by the City, 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
GC 10 of 13 “A, s
those contained in media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied
to Lighting Contractor in the performance of its obligations under this contract shall be the
exclusive property of the City and all such materials shall be remitted and delivered, at Lighting
Contractor's expense, by Lighting Contractor to the City upon completion, termination, or
cancellation of this contract. Alternatively, if the City provides its written approval to Lighting
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 Lighting Contractor in the
performance of its obligations under this contract must be retained by Lighting 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, in writing, requests any or all of the materials,
then Lighting Contractor shall promptly remit and deliver the materials, at Lighting Contractor's
expense, to the City. Lighting Contractor shall not use, willingly allow or cause to have such
materials used for any purpose other than the performance of Lighting Contractor's obligations
under this contract without the prior written consent of the City.
22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Lighting Contractor expressly
agrees that all documents ever submitted, filed, or deposited with the City by Lighting Contractor
(including those remitted to the City by Lighting Contractor 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 Lighting 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 Lighting Contractor. The City shall have the right to reproduce any such
materials.
Lighting 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 or any of its officers or employees, in either
their official or individual capacity, for violations of or infringement of the copyright or patent
laws of the United States or of any other nation. Lighting Contractor agrees to indemnify, to
defend, and to hold harmless the City, 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
Lighting Contractor infringes any copyright or that any equipment, material, or process (or any
part thereof) specified by Lighting Contractor infringes any patent.
---——— ——-Lighting-Contractor shall have-the-right;in-order-to-avoid-such-claims:or-actions; to-substitute at
its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
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.
AS
GC 11 of 13
